Your Directors are pleased to present the 94th Annual Report along with the Audited Financial Statements of the Company for thefinancial year ended 31st March, 2025.
Highlights of Financial Results for the year are as under:
Standalone
Consolidated
Year endedMarch, 2025
Year endedMarch, 2024
Year ended,March, 2024
Turnover & Operating Income
7632.32
7100.46
8328.81
7737.75
Profit before Finance Costs, Depreciation andAmortisation Expenses, Extraordinary Items & TaxExpenses
830.36
790.04
918.59
886.04
Less: Finance costs
160.22
150.82
165.77
159.30
Profit before Depreciation and AmortisationExpenses, Extraordinary Items & Tax Expenses
670.14
639.22
752.82
726.74
Less: Depreciation and Amortisation Expenses
216.88
212.77
258.71
265.82
Profit before Share of Profit of a Joint Venture,Exceptional Items and Tax Expenses
453.26
426.45
494.11
460.92
Less: Exceptional Items
25.77
22.40
0.00
(2.46)
Add: Share of profit/(loss) of Joint Ventures
NIL
(1.24)
(0.08)
Profit Before Tax
427.49
404.05
492.87
463.30
Current Tax
106.30
112.39
121.90
129.31
(Excess)/Short Provision of Earlier Years
(2.66)
4.03
(2.43)
3.94
Deferred Tax
83.57
(17.27)
6.02
(22.58)
Profit for the Year
240.28
304.90
367.38
352.63
FY25 was characterized by two significant disruptions:India’s general elections and an illegal workers’ strike.Despite the unrelated yet impactful nature of these events,commendable resilience was demonstrated by ArvindLimited. The strike, which occurred at the company’slargest textile unit in Santej, persisted for 21 days beforebeing resolved unconditionally. Normal operations havesince been resumed, reflecting the effectiveness of themanagement’s response and the strength of the trust thathas been cultivated with the workforce.
Adverse impacts from the strike were experienced acrossseveral key segments - Woven, Denim, and the Industrial &Human Protection divisions of Advanced Materials Division(AMD) - resulting in an estimated revenue loss of ?200 croreand an EBITDA impact of ?71 crore. Throughout this period,
steadfast support was extended by stakeholders includingcustomers, vendors, and government authorities. Gratitudeis expressed for their backing, and continued commitmentis maintained toward open dialogue, transparency, and theresolution of grievances.
For the full year FY25, revenue was recorded at ?8,329crore, with an EBITDA of ?919 crore, translating into anEBITDA margin of 11%. When normalized for the impactof industrial action and associated production losses andadditional costs, revenue and EBITDA would have increasedby 10% and 12% respectively, aligning with the base caseprojections established at the year’s outset.
Debt levels were maintained, while free cash flow fromoperations amounting to nearly ?760 crore was generatedduring the year, which fully funded the capital expenditureof nearly ?450 crore in FY25.
The company’s balance sheet has been significantlystrengthened in recent years through the implementationof a disciplined capital allocation strategy, a streamlineddebt profile, and an optimized capital structure,accompanied by consistent free cash flow generationyear over year.
These outcomes reflect a firm commitment to innovation,customer-centricity, and sustainability, along with thecapability to navigate a dynamic market environment withagility and precision-consolidating Arvind’s position as atrusted industry leader.
Globally, the environment continues to remain volatile,influenced by rising conflicts and geopolitical uncertainties.Global supply chains and economic outlooks have beenmaterially affected. Nonetheless, encouraging signs havebeen observed in domestic demand, which is expected togain momentum in the upcoming festive quarters and intoSpring 2026.
Premium global clients continue to be drawn to thecompany due to its strong sustainability credentials.Despite the presence of both macroeconomic headwindsand opportunities, Arvind’s momentum toward becomingan integrated textile powerhouse has been sustained.
Recent trade agreements signed with the UK, alongwith potential agreements with the US and Europe, areanticipated to unlock new market opportunities. India’songoing political and economic stability has furtherreinforced its position as a preferred global sourcingdestination.
However, short-term volatility persists. The tariff revisionsannounced by the United States in April have introducedtemporary uncertainty. While some customers advancedtheir procurement to avoid elevated duties, others havepostponed purchasing decisions. Requests have beenmade by several clients for partial absorption of the 10%interim tariff hike. Cost-control initiatives are currently beingundertaken to mitigate the resultant margin pressures.
On the Sustainability Front:
• A Power Purchase Agreement (PPA) has been signedwith TUPL—a joint venture between a subsidiary ofTorrent Power and Arvind Limited, along with otherassociates—wherein a 26% equity investment hasbeen made to qualify the arrangement as a groupcaptive plan.
• This initiative is expected to increase the share ofrenewable energy to 60%, contributing to power costsavings and margin improvements.
• Arvind Limited retained its top position in the GlobalSustainability Assessment by S&P (DJSI), being ranked#1 in India and #7 globally.
This recognition not only validates the company’s efforts butalso reaffirms its unwavering commitment to sustainabledevelopment as a core principle of its business model.
Looking ahead, a cautiously optimistic outlook ismaintained. Although the effects of tariff changes are beingclosely monitored and mitigative actions are being taken,temporary margin disruptions are acknowledged. Effortsare underway to offset these impacts through increasedvolumes and rigorous cost control. The company’s strategyremains focused on forging long-term partnerships withdiscerning clients, with the belief that such alignment willyield mutual benefits over time.
A more detailed analysis and commentary can be found inthe Management Discussion and Analysis section of thisreport.
3. Dividend
The Board of Directors have recommended a dividend of'3.75 per equity share of '10/- each, for the financial yearended on 31st March, 2025. Dividend is subject to approvalof members at the ensuing Annual General Meeting andshall be subject to deduction of income tax at source. Thedividend, if approved by the members, would involve a cashoutflow of about '98 Crores.
In terms of the provisions of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Company has formulated a Dividend DistributionPolicy and the same is available on the Company’s Websiteat https://www.arvind.com/sites/default/files/field policyfile/DividendDistributionPolicy.pdf
4. Transfer to Reserves
During the year under review, the Company has nottransferred any amount to reserves.
5. Details of Material Changes from the end of theFinancial Year till the date of this Report
No material changes have taken place from the end of thefinancial year till the date of this report.
6. Share Capital
The authorised share capital of the Company as on 31stMarch, 2025 was '674.50 crores divided into 57.45 croresequity shares of '10 each and 1 crore preference shares of'100 each.
During the year under review the Company has allotted1,87,500 Equity Shares of '10 each to the eligible employeespursuant to the exercise of stock options granted in termsof the Employees Stock Option Scheme 2021 (ESOS) of theCompany. Consequently, the paid up Equity Share Capitalof the Company stood at '261.81 crores consisting of26,18,17,974 equity shares of '10 each.
During the year under review, the Company has not issuedshares with differential voting rights and sweat equityshares.
The Company has instituted the Employees Stock OptionScheme (ESOS) to grant equity based incentives to certaineligible employees and directors of the Company andits subsidiary companies. There is no material changein ESOS during the year under review and the schemeis in compliance with Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity)Regulations, 2021. The certificate of the Secretarial Auditorregarding implementation of scheme shall be madeavailable for inspection of members in electronic mode atAnnual General Meeting.
Disclosures in compliance with Section 62 of the CompaniesAct, 2013 and Rule 12 of Companies (Share Capital andDebentures) Rules, 2014 and the Securities and ExchangeBoard of India (Share based Employee Benefits) Regulations,2021 are set out in ‘‘Annexure - A’’ to this report.
The Company has repaid the instalments of Term Loansamounting to '186.17 crores during the current year. TheCompany has not made any fresh long term borrowings.Long Term Debt of the Company stands to '343.15 crores ason 31st March, 2025.
During the year under review, the Company does notaccepted or renewed any Deposit within the meaning ofSection 73 of the Companies Act, 2013 and the rules madethere under.
During the year ended 31st March, 2025, the Company doesnot have any outstanding Non-Convertible Debentures.
During the year under review, the Company has not issued/allotted any Non-Convertible Debentures.
Details of Loans, Guarantees and Investments covered underthe provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statements.
The Consolidated Financial Statements of the Company areprepared in accordance with relevant Indian AccountingStandards issued by the Institute of Chartered Accountantsof India and form part of this Annual Report.
The Board of Directors at its meeting held on 6th May, 2024approved the Scheme of Arrangement involving transferand vesting of the Advanced Materials Undertaking ofArvind Limited (‘Applicant Transferor Company’) toArvind Advanced Materials Limited (‘Applicant TransfereeCompany’) and their respective shareholders and creditors(‘Scheme’) with an appointed date of 1st April, 2024.
The company received Observation letters from StockExchanges in October, 2024. The Company has filedapplication with the Hon’ble National Company LawTribunal (NCLT), Ahmedabad Bench. NCLT vide its orderdated 8th April, 2025 admitted Company Applicationand interalia directed to convene meetings of its Equityshareholders and Creditors (Secured and Unsecured)on 30th May, 2025, for the purpose of considering andif thought fit approving the proposed scheme, with orwithout modification(s).
The Company's CSR policy is committed to advancingthe social, economic, educational, and environmentaldevelopment of communities positively impacting theirquality of life. Our programs are aligned with Schedule VIIof the Companies Act, 2013, and are implemented throughSHARDA Trust, Narottam Lalbhai Rural Development Fund(NLRDF), and Arvind Foundation, and other civil societypartner Geographically, our initiatives focus on Ahmedabad,Gandhinagar, Narmada, Botad and other small regions ofGujarat. All activities are organized under five broad themes- Education, Environment, Earning, Rural Development andArt & Culture.
Education
Education remains one of Arvind Limited’s most deeplyrooted commitments. Our initiatives span urban, semi-
urban, and rural contexts to close the gaps in accesscontinuity, and quality of learning. The GYANDA programsupports students in municipal schools with after-schooacademic reinforcement, digital learning, and co-curriculaigrowth. In rural areas, Shiksha Setu helps adolescentsespecially girls re-enter the educational system via operschooling pathways. We also run mobile digital educationprograms like HP CLAP and HP WoW, bringing digitaliteracy directly to remote regions. Through a combinationof classroom support, scholarships, and technology accesswe aim to make education an unbroken journey fromfoundation to future.
Environment
Arvind’s environmental programs focus on regenerativecommunity-led stewardship of natural ecosystems. Ouiplantation drives have enabled the planting of over 1lakh trees across farmlands, schools, and common landsrestoring biodiversity and building climate resilience. Theseefforts are rooted in shared ownership—where communitiesare not just beneficiaries but active custodians of theiienvironment, ensuring long-term ecological and sociaimpact.
Earning
Our Earning initiatives aim to build pathways to financiaindependence and dignity for rural and tribal populationsIn the dairy sector, we provide interest-free animal loansveterinary camps, and training, empowering women-ledhouseholds with sustainable incomes. Through the TribaHomestay Project near the Statue of Unity, families tap intotourism while preserving cultural identity. We also offeivocational skills training tailored to local contexts, enablingwomen and youth to explore enterprise and employmentin hospitality, food, and crafts. These programs go beyoncincome they strengthen self-reliance and foster grassrootsled development.
Rural Development
Arvind’s rural development strategy begins with a deepunderstanding of community needs. In partnership withthe Arvind Foundation and NLRDF, our programs addresseverything from nutrition and early childhood care to soiregeneration and mental wellbeing. Through the BiochaiProject, we promote sustainable agriculture by enhancingsoil health and productivity using carbon-rich biochaiproduced from local biomass. The Inner Wellbeing Programdelivered with Heartfulness Institute, introduces meditatiorand emotional resilience tools for rural populationsOur work in rural areas is long-term, participatory, ancholistic focused on building healthier, more self-sustainingcommunities.
Art & Culture
Preserving cultural identity is central to our belief ininclusive development. Through the Promotion of Indology,we digitize and safeguard thousands of rare manuscriptsin collaboration with the Lalbhai Dalpatbhai Institute.Meanwhile, the Indigo Art Museum celebrates the dyingart of Indigo, preserving its cultural heritage throughexhibitions, artists programs and community sensitisation.These initiatives connect heritage with contemporaryexpression, ensuring that communities can carry forwardtheir stories, symbols, and knowledge with pride. Culturaladvancement, for us, is not just about preservation—butabout keeping tradition alive in ways that are relevant,creative, and future-facing.
Arvind’s CSR approach blends long-term vision withdeep local engagement—co-creating inclusive, resilientcommunities across every initiative.
The Corporate Social Responsibility Policy of the Companyare available on the Company’s website at https://www.arvind.com/sites/default/files/field policy file/CSR%20Policy%202019.pdf
The disclosures required to be given under Section 135 of theAct read with Rule 8(1) of the Companies (Corporate SocialResponsibility Policy) Rules, 2014 are provided in the AnnualReport on CSR Activities for FY 2024-2025, forming part of theReport as “Annexure - B”
At Arvind, we believe that an organisation’s true competitiveadvantage lies in its people. When individuals thrive,businesses move forward. FY 2024-25 was a year of deepcommitment to shaping an agile, high-performing, andfuture-ready workforce - one that is not only aligned withbusiness goals, but also inspired by purpose.
We took deliberate steps to build a culture whereperformance and growth go hand in hand, where role clarity,feedback, and recognition are not seasonal interventions,but integral to how we lead. Structured internal mobility,sharper talent mapping, and clear developmental pathwayshelped us match business needs with individual aspirations,strengthening leadership readiness at every level.
Recognising that people do their best work in environmentsthat are transparent, inclusive and accountable, weprioritised open dialogue, manager capability-building, andsupport systems that enable teams to voice concerns, takeownership, and continuously improve. We also continuedto evolve our ways of working - integrating digital toolsand simplifying core people processes to make every dayexperiences smoother and more empowering.
The strength of our culture lies not just in what we do, buthow we do it. In every decision and every policy, we areguided by a simple belief: that people who feel valued,trusted, and challenged will always deliver more - not justfor the business, but for the communities we serve.
The Company has a robust Enterprise Risk Management(ERM) framework that enables it to strategically takecalculated risks to remain competitive and drive growth,while simultaneously mitigating other risks to ensure long¬term sustainability and stable performance.
Under the framework, the Company has laid down aRisk Management Policy which defines the process foridentification of risks, its assessment, mitigation measures,monitoring and reporting. While the Company, throughits employees and Executive Management, continuouslyassess the identified Risks, the Risk Management Committeereviews the identified Risks and its mitigation measures halfyearly.
The top 10 risks identified by the Company includes - 2Strategic Risks, 7 Operational Risks & 1 Regulatory Risks.Key Strategic Risks include demand destruction/shift,geographical concentration issues and reputational risks.Key Operating Risks include customer concentration, vendorconcentration, availability of competent human resource,major system outages, industrial safety, sustainability andcyber security/data protection. Regulatory Risks includelitigation and regulatory compliances.
The Company has in place adequate internal financialcontrols with reference to the Financial Statementscommensurate with the size, scale and complexity of itsoperations. During the year, such controls were tested andno reportable material weakness in the design or operationwas observed. The Statutory Auditors of the Companyhave audited such controls with reference to the FinancialReporting and their Audit Report is annexed as Annexure Ato the Independent Auditors’ Report under the StandaloneFinancial Statements and the Consolidated FinancialStatements which forms part of the Integrated AnnualReport.
The Company has established a vigil mechanism throughits Whistle Blower Policy to address instances of fraud,mismanagement, or other unethical conduct. Details ofthe Whistle Blower Policy are provided in the Corporate
Governance Report and are also available on the Company'swebsite at https://www.arvind.com/sites/default/files/field policy file/Whistle%20Blower%20Policy n.pdf
As on 31st March, 2025, the Company has 17 subsidiarycompanies (Direct or Indirect) and 4 joint ventures and 2associate companies.
During the year under review, companies/entities whichhave become and ceased to be subsidiary, joint venture orassociate of the Company are given in the Note No. 44 ofConsolidated Financial Statements of the Company.
Pursuant to the provisions of Section 129(3) of the CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014, astatement containing salient features of financial statementsof subsidiaries, associates and joint venture companies inForm AOC-1 is attached to the Financial Statements. Theseparate audited financial statements in respect of eachof the subsidiary shall be kept open for inspection at theRegistered Office of the Company. The Company will alsomake available these documents upon request by anyMember of the Company interested in obtaining the same.The separate audited financial statements in respect of eachof the subsidiary are also available on the website of theCompany at http://www.arvind.com/financial-reports.
As on 31st March, 2025, the Company does not have anymaterial subsidiary. The Company has framed a policy fordetermining material subsidiaries, which has been uploadedon Company’s website at https://www.arvind.com/sites/default/files/field policy file/Policy%20on%20Material%20ÝSubsidiaries 0.pdf
During the year under review, there has been no materialchange in the nature of business of the Company.
As on 31st March, 2025, the Board of Directors consists of 10(Ten) members, of which 5 (five) are Independent DirectorsThe Board also comprises of two women IndependentDirectors.
As per the provisions of Section 152 of the Companies Act,2013 and Articles of Association of the Company, Mr. SanjayLalbhai (DIN: 00008329) and Mr. Jayesh Shah (DIN 00008349)shall retire by rotation at the ensuing Annual General Meetingand being eligible, offered themselves for re-appointment asthe Director of the Company.
Details of Directors appointed / reappointed / ceased tobe directors during the year are as under:
Appointments / Reappointments:
i. Mr. Susheel Kaul (DIN: 08208011) was appointed asManaging Director (KMP) designated as “ManagingDirector & President (Textiles)”, with effect from 6th May,2024 for a term of three years.
ii. Mr. Jayesh Shah (DIN: 00008349) was reappointed asWhole Time Director designated as “Director & GroupChief Financial Officer” with effect from 1st October,2024 for a term of five years.
iii. Mr. Nilesh Mehta (DIN: 00199071) was appointed as anIndependent Director with effect from 12th May, 2024for a term of five years.
iv. Mr. Nagesh Pinge (DIN: 00062900) was appointed as anIndependent Director with effect from 21st June, 2024for a term of four years.
v. Ms. Reena Bhagwati (DIN: 00096280) was appointed asan Independent Director with effect from 1st August,2024 for a term of four years.
Cessations:
i. Mr. Dileep Choksi (DIN: 00016322) retired as anIndependent Director with effect from closing hoursof 11th May, 2024.
ii. Mr. Arpit Patel (DIN: 00059914) ceased to be anIndependent Director of the Company with effectfrom 21st May, 2024 due to sad demise.
iii. Dr. Bakul Dholakia (DIN: 00005754) retired as anIndependent Director with effect from closing hoursof 31st July, 2024.
After the closure of the year under review, Mr. Nilesh Shah(DIN: 01711720) retired as an Independent Director witheffect from closing hours of 5th May, 2025.
Pursuant to the provisions of the Companies Act, 2013and Regulation 17(10) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Board hascarried out an annual evaluation of its own performance aswell as that of its Committees and Individual Directors. Themanner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nominationand Remuneration Committee, framed a policy for selection
and appointment of Directors, Key Managerial Personneland Senior Management and their remuneration. The Policybroadly lays down the guiding principles, philosophy andthe basis for payment of remuneration to Executive andNon-Executive Directors, Key Managerial Personnel andSenior Management. The policy also provides the criteriafor determining qualifications, positive attributes andIndependence of Director and criteria for appointmentand removal of Directors, Key Managerial Personnel /Senior Management and performance evaluation whichare considered by the Nomination and RemunerationCommittee / Board of Directors. The policy is available onthe website of the Company at https://www.arvind.com/sites/default/files/field policy file/Nomination%20and%20Remuneration%20Policy.pdf
In compliance with the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Company has put in place a familiarizationprogramme for the Independent Directors to familiarizethem with their role, rights and responsibility as Directors,the working of the Company, nature of the industry in whichthe Company operates, business model etc. The details of thefamiliarization programme are explained in the CorporateGovernance Report and also available on the Company’swebsite at https://www.arvind.com/sites/default/files/fieldpolicy file/Directors%20Familiarization%20Programs%20%202024-2025.pdf
The Company has received declarations from all theIndependent Directors of the Company confirming thatthey meet the criteria of independence as prescribedunder Section 149(6) of the Companies Act, 2013 and theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and they have complied with the Codefor Independent Directors as prescribed in Schedule IV tothe Companies Act, 2013
A calendar of Meetings is prepared and circulated in advanceto the Directors.
During the year under review, 5 meetings of the Board wereheld. The details of the Board and Committee meetings areprovided in the Corporate Governance Report forming partof this Report.
With an objective of strengthen the governance standardsand to comply with the applicable statutory provisions,the Board has constituted various committees details ofsuch committees constituted by the Board are given in theCorporate Governance Report, which forms part of thisAnnual Report.
Pursuant to Section 134(5) of the Companies Act, 2013, theBoard of Directors, to the best of their knowledge and ability,confirm that:
a. in preparation of the annual accounts for the financialyear ended 31st March, 2025 the applicable accountingstandards have been followed along with properexplanation relating to material departures, if any;
b. they have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany at the end of the financial year and of theprofit and loss of the Company for that period;
c. they have taken proper and sufficient care towardsthe maintenance of adequate accounting recordsin accordance with the provisions of this Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a goingconcern basis;
e. they have laid down internal financial controls, whichare adequate and are operating effectively;
f. they have devised proper systems to ensure compliancewith the provisions of all applicable laws and suchsystems are adequate and operating effectively.
All the related party transactions are entered on arm’slength basis, in the ordinary course of business and are incompliance with the applicable provisions of the CompaniesAct, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. There are no materiallysignificant related party transactions made by the Companywith Promoters, Directors, Key Managerial Personnel etc.which may have potential conflict with the interest ofthe Company at large or which warrants the approval ofthe shareholders. Accordingly, no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Partiesare provided in the Company’s financial statements inaccordance with the Accounting Standards.
All Related Party Transactions are presented to the AuditCommittee and the Board. Omnibus approval is obtainedfor the transactions which are foreseen and repetitive innature. A statement of all related party transactions ispresented before the Audit Committee on a quarterly basis,specifying the nature, value and terms and conditions of thetransactions.
The Policy on Related Party Transactions as approved by theBoard is available on Company’s website at https://www.arvind.com/sites/default/files/field policy file/Related%20Party%20Transaction.s%20Policy%202025.pdf
There are no significant material orders passed by theRegulators/ Courts which would impact the going concernstatus of the Company and its future operations.
• Statutory Auditors
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants,(ICAI Firm Registration No. 117366W / W-100018) were re¬appointed as the Statutory Auditors of the Company atthe Annual General Meeting of the Company held on 6thSeptember, 2022 for a term of five consecutive years. TheReport given by the Auditors on the financial statementsof the Company is part of the Annual Report. There hasbeen no qualification, reservation, adverse remark ordisclaimer given by the Auditors in their Report.
• Cost Auditors
Kiran J. Mehta & Co., Cost Accountants, Ahmedabad(Firm Registration No. 000025) carried out the cost auditfor applicable businesses during the year. The Board ofDirectors has appointed them as Cost Auditors for thefinancial year 2025-26. The remuneration payable tothe Cost Auditors is required to be placed before theMembers in a general meeting for their ratification.Accordingly, a Resolution seeking Members’ ratificationfor the remuneration payable to Kiran J. Mehta & Co.,Cost Auditors is included at item No. 6 of the noticeconvening the Annual General Meeting.
In accordance with the provisions of Section 148(1) of theAct, read with the Companies (Cost Records and Audit)Rules, 2014, the Company has maintained cost accountsand records.
• Secretarial Auditors
Pursuant to the amended provisions of Regulation 24Aof the SEBI (LODR) Regulations and Section 204 of theCompanies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Audit Committee and theBoard of Directors at their respective meetings heldon 15th May, 2025 have approved and recommendedfor approval of Members, appointment of M/s. HiteshBuch & Associates, Company Secretaries, as SecretarialAuditor to conduct the Secretarial Audit of the Companyfor a term of upto 5(Five) consecutive years, to hold officefrom financial year 2025-26 till financial year 2029-30.Accordingly, a Resolution seeking Members’ approval isincluded at item No. 5 of the notice convening the AnnualGeneral Meeting.
A detailed proposal for appointment of Secretarialauditor forms part of the Notice convening this AGM.
The Secretarial Audit Report for the financial yearended 31st March, 2025, pursuant to Section 204 ofthe Companies Act, 2013 and Rule 9 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and Regulation 24A of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 is annexed herewith as “Annexure -C”. The Secretarial Audit Report does not contain anyqualifications, reservation or adverse remarks.
The Company believes that its Members are its most importantstakeholders. Accordingly, the Company’s operations arecommitted to the pursuit of achieving high levels of operatingperformance and cost competitiveness, consolidating andbuilding for growth, enhancing the productive asset andresource base and nurturing overall corporate reputation.The Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positivelyimpact the socio-economic and environmental dimensionsand contribute to sustainable growth and development.
The Corporate Governance Report and ManagementDiscussion & Analysis, which form part of this Report,together with the Certificate from the auditors of theCompany regarding compliance of conditions of CorporateGovernance as stipulated in Schedule V of Regulation 34(3) ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
During the year under review, the Company has compliedwith the provisions of Secretarial Standard-1 and SecretarialStandard - 2 issued by the Institute of Company Secretariesof India.
The Business Responsibility & Sustainability Reportfor the year ended 31st March, 2025 as stipulated underRegulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is annexed which formspart of this Annual Report.
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts) Rules,2014, is annexed herewith as “Annexure - D”.
The details forming part of the extract of the Annual Return isavailable on Company’s website at https://www.arvind.com/sites/default/files/field investor updates file/Draft%20Annual%20Return%202024-25%20%283%29.pdf
The information required pursuant to Section 197(12) ofthe Companies Act, 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 in respect of employees of theCompany, will be provided upon request. In terms of Section136(1) of the Companies Act, 2013, the Report and Accountsare being sent to the Members and others entitled thereto,excluding the information on employees’ particulars whichis available for inspection by the Members at the RegisteredOffice of the Company during business hours on workingdays of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaininga copy thereof, such Member may write to the CompanySecretary in this regard.
Disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 aregiven in ‘‘Annexure - E’’ to this report.
At Arvind, we are unequivocal in our commitment toproviding a safe, inclusive, and respectful workplace for all.We maintain a zero-tolerance policy towards any form ofsexual harassment, grounded in the framework laid out bythe Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
The Arvind Internal Complaints Committee (AICC) functionsindependently and with full authority. Its presence andmandate are clearly communicated across the organisation,and all committee members are formally trained to manageproceedings with sensitivity, fairness, and procedural rigour.Regular sessions are also conducted to build awareness andreinforce behavioural expectations across teams.
For the financial year 2024-25, no complaints were filed,reaffirming our commitment to fostering a culture of dignity,trust, and accountability at every level.
The Board of Directors state that no disclosure or reportingis required in respect of the following matters as there wereno transactions or applicability pertaining to these mattersduring the year under review:
i) Fraud reported by the Auditors to the Audit Committeeor the Board of Directors of the Company.
ii) Payment of remuneration or commission from any ofits holding or subsidiary companies to the ManagingDirector/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by theemployees in respect of shares for the subscription/purchase of which loan was given by the Company (asthere is no scheme pursuant to which such persons canbeneficially hold shares as envisaged under section67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvencyunder Corporate Insolvency Resolution Process underthe Insolvency and Bankruptcy Code, 2016.
vi) One time settlement of loan obtained from the banksor financial institutions.
The Board expresses its sincere thanks to all the employees,customers, suppliers, investors, lenders, regulatory andgovernment authorities and stock exchanges for their co¬operation and support and look forward to their continuedsupport in future.
By Order of the Board
Place: Ahmedabad Sanjay Lalbhai
Date: 15th May, 2025 Chairman