Your Directors are pleased to present the Directors' Report of the Company together with the audited financial statements
of the Company for the financial year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

The Company's financial performances for the year under review along with previous year's figures are
given hereunder:

2. PERFORMANCE REVIEW:

Arvind Fashions Limited (AFL) has demonstrated
a resilient performance, overcoming inflationary
pressures and muted consumer demand
environment during the year. The Company has
continued its growth journey along with margin
expansion. The Company maintained stable working
capital days and improved inventory turnover,
reflecting efficient supply chain management. With
concerted efforts to strengthen the balance sheet
and improve operational efficiencies, the Company's
ROCE has increased to over 20% during the year.

The Company's focused interventions, like higher
advertising, increased square foot expansion,
superior customer experience, and product
innovation, coupled with celebrity collab collections,
have led to an acceleration of our retail channel
growth. The Company had added gross 120 exclusive
brand outlets in FY25 largely through the Franchise
Owned Franchise Operated (FOFO) model, bringing
the total store count to 977, comprising ~11.94 lakh
sq. ft as on March 31,2025. The Company's premium
brands, such as Tommy Hilfiger and Calvin Klein,
continued to drive growth, supported by strategic
collaborations and targeted marketing efforts.

The Company has positioned itself as a distinguished
leader within India's casual and denim sectors,
exemplifying a commitment to excellence in the
lifestyle branded & apparel market. The Company
is engaged in the comprehensive processes of
designing, sourcing, marketing, and selling a wide-
ranging portfolio of licensed & owned brands
ready-to-wear apparel, footwear, innerwear, and
accessories for a diverse audience, including men,
women, and children.

The Company registered revenue from operations
of ' 4,619.8 crores in FY 2025, compared to ' 4,259.1
crores in FY 2024, achieving an 8.5% growth despite
a challenging environment. This growth was driven
by a healthy retail like-for-like growth of 4% and a
sharper focus on retail channel execution, leading
to an improvement in the retail channel mix by
over 300 basis points. Additionally, the Company's
continued investments in adjacent categories such
as kidswear and womenswear, as well as the online
direct-to-consumer channel, contributed to this
positive performance.

Other Income includes ' 7.6 crore of gain on
reassessment of lease and ' 15.3 crore on account
of interest income on financial assets and fair value
of security deposit.

EBITDA, or Earnings Before Interest, Depreciation,
Amortisation, and Taxes, was ' 637 crore for the
Company, compared to ' 544.3 crore in FY 2024,
reflecting a 17% year-over-year growth. EBITDA
margins improved by 101 basis points, primarily
driven by improvement in gross margins, higher full-
price sell-through, and cost optimisation efforts. The
Company remains focused on improving profitability
in the future as well

On Standalone basis

Revenue Growth - The Company showed an increase
in revenue growth, with revenue from operations
by 9.33% from ' 609.09 Crores in FY 24 to ' 665.91
Crores in FY 25.

Profit/(Loss) After Tax (PAT) - The Profit after tax
showed a growth from ' (11.34) Crores in FY 24 to
' 32.98 Crores in FY 25.

3. MATERIAL EVENTS DURING THE YEAR UNDER
REVIEW

No material events took place during the year.

4. DIVIDEND

The Board of Directors have recommended a
dividend of ' 1.60/- (One Rupee and sixty paise only)
on fully paid up per equity share of ' 4 each, for the
financial year ended on 31^st March 2025.Dividend is
subject to approval of the Members of the Company
at the ensuing Annual General Meeting and shall be
subject to deduction of income tax at source. The
dividend, if approved by the members, would involve
a cash outflow of about ' 22 Crores.

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated
a Dividend Distribution Policy and the same is
available on the Company's Website at https://www.
arvindfashions.com/wp-content/uploads/2018/11/
AFL-Dividend-Distribution-Policy.pdf.

5. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN
MARCH 31, 2024, AND MAY 17, 2025 (DATE OF
THE REPORT).

During March 31, 2025, and May 17, 2025, no
material change and commitments have taken place
which may affect the financial position occurred in
the Company.

6. TRANSFER TO RESERVE

During the year under review, the Company has not
transferred any amount to reserve.

7. SHARE CAPITAL

As on March 31, 2025, the authorised capital of
the Company stands at ' 75,00,00,000 divided into
18,75,00,000 equity shares of ' 4 each. The paid-up
equity share capital of the Company is ' 53,31,03,284
consisting of 13,32,75,821 fully paid equity shares of
' 4 each and ' 49,378 consisting of 24,689 partly paid
equity shares of ' 2 each.

During the year under review, the Company has
allotted 3,16,050 Equity Shares of '4 each to the
eligible employees pursuant to the exercise of stock
options granted in terms of the Employee Stock
Option Scheme 2016 and Employee Stock Option
Scheme 2022 of the Company.

The Company has not issued any Equity Shares with
differential voting rights and Sweat Equity Shares
during the year under review.

8. EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has instituted the Employees Stock
Option Scheme (ESOS) 2016, 2018 and 2022 to
grant equity-based incentives to certain eligible
employees and directors of the Company and its
subsidiary companies, i.e. in compliance with the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to
time (''SEBI ESOP Regulations'').

During the year under review, the Company has
granted 90,000 stock options to eligible employees
under ESOS 2022. Disclosures in compliance with
Section 62 of the Companies Act, 2013 and Rule
12 of Companies (Share Capital and Debentures)
Rules, 2014 were compiled at the time of grant.
Disclosures with respect to stock options, as
required under Regulation 14 of the SEBI ESOP
Regulations are available on the Company's website
www.arvindfashions.com/overview and also set out
in Annexure - A to this report.

Certificate from the Secretarial Auditor of the
Company, Mr. N. V. Kathiria, has been obtained
confirming that the implementation of Employee
Stock Option Scheme is in accordance with the SEBI
ESOP Regulations and the resolutions has been
approved by the members regarding the Scheme.

9. DEPOSITS

During the year under review, your Company has
neither accepted nor renewed any deposits within
the meaning of provisions of Chapter V - Acceptance
of Deposits by Companies of the Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

10. NON-CONVERTIBLE DEBENTURES

During the year ended 31^st March 2025, the
Company does not have any outstanding Non¬
Convertible Debentures.

During the year ended 31^st March 2025, the
Company has not issued/allotted any Non¬
Convertible Debentures

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the
financial statements.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the
Company are prepared in accordance with relevant
Indian Accounting Standards issued by the Institute
of Chartered Accountants of India and forms part of
this Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's average net profits for the past three
financial years are negative, hence, the Company
was not required to undertake any CSR programs /
projects for the financial year 2024-25. Your Company
has a Corporate Social Responsibility Policy which is
uploaded on website of the Company at https://www.
arvindfashions.com/wp-content/uploads/2024/09/
CSR-Policy.pdf

The Annual Report on CSR Activities for the year
under review as required under Sections 134 and 135
of the Companies Act, 2013 read with Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014 in prescribed format is enclosed as an
Annexure-B.

14. CREDIT RATING

Your Company is rated by CARE Ratings Limited on
its various long term and short term bank facilities
availed from the banks.

On January 8, 2025, CARE Ratings Limited has
reaffirmed the rating of CARE A, Stable / CARE A1.

15. HUMAN RESOURCES

At Arvind Fashions, we believe that our people are
our most important asset. This year the focus has
been on refreshing our People ambition focused
on building systems & processes and promoting
a progressive and winning culture that enables
everyone at Arvind Fashions to be successful.

The Company has a vibrant workforce of over 7045
employees with an average age of 29 years and a
gender diversity of 19% signifies our effort to drive
Diversity, Equity and Inclusion in the organization.

Employee Engagement: At Arvind Fashions, the
Employee Engagement Initiatives are focused on
the holistic wellbeing. Employees have a platform
to express their opinions, concerns and suggestions
aimed to foster a culture of transparency, open
communication and empowerment. Leaders
connect with employees through Townhalls, Theme-
based structured Focused Group Discussions and
regular employee connects where they share key
achievements, challenges and the way forward.
Celebrations during festivals, wellness programs
focusing on physical well-being are on ongoing
activity and a channel for employees to connect &
collaborate. Our employees also pay it forward by
participating in Blood Donation initiatives. Employees
are rewarded for exemplary performance during the
Annual Brand / Function offsites.

Enhancing Capabilities through Arvind University:
To ensure we have the right people and skill base
to deliver and achieve our vision, Learning and
development as centre of excellence plays a pivotal
role in cultivating a skilled, effective & capable
workforce. With a coverage of 800 employees across
40 programs in the year, our programs are strategically
aligned with the Brand & Function objectives through
a thorough year-on-year Training Need identification
process to meet the diverse needs across functional,
behavioural and Leadership Programs. Some of the
flagship programs includes Accelerate your leadership
Potential, Arvind management Essentials (AME), Six
Sigma, Lateral Thinking and Mindfulness Leadership
Program. These programs aim at cultivating a strong

pool of managerial talent, fostering the upcoming
generation of adept leaders who exemplify & drive
the core values of the Arvind culture.

Talent Acquisition: The focus for Hiring Talent at
Arvind Fashions centered on data-driven agility,
digital experience enhancement and deepening
strategic partnerships. These efforts aimed to
further strengthen our ability to attract, engage and
retain top talent in a competitive talent market as
mentioned below.

• Predictive Hiring & Workforce Planning - Shift
from reactive hiring to predictive, demand-
based hiring using ATS analytics and business
forecasting inputs.

• Reduce TAT and improved candidate experience.
We introduced pre-joining engagement plan for
all new hires ensuring 97% joining rates.

• Enabled real-time visibility for HRBPs
and leadership.

• Elevated candidate on-boarding experience
beyond the administrative.

• Automated real-time document verification and
checklist tracking via Darwin Box integrations.

• Enhanced efficiency in lateral hiring through
performance-driven partnerships.

• Reduced average time-to-hire by 20% through
automation and predictive planning.

Campus Initiatives: The Company introduced
Business Summer Internship program here we hired
interns from Top B-schools across the country.

The internship program was based on function-
specific project framework aligned with real-time
business challenges across brands, channels and
formats ensuring every intern was mapped to a
critical business priority to create tangible impact and
measurable outcomes within 8-10 weeks.

• Rolled out a 3-stage evaluation process (Initial
goal setting, Mid-review and Final presentation
to Leadership).

• Ensured cross-functional feedback from project
guides, HR mentors and reviewers for holistic
performance assessment.

• Designed a clear PPO decision framework linked
to business relevance, project outcomes and
leadership feedback.

• Enhanced business contribution from
projects, with multiple interns delivering
implementable strategies.

Policies & Benefits: Our policies such as Flexi-time
policy, Gender neutral policy, Equal Employment
Opportunity policy, Paternity & Adoption policy,
enhanced Creche Services along with our Professional
Development initiatives and Internal career mobility
ensures that an environment of empowerment,
growth, safe workplace and engagement is created
for all employees.

Arvind Care: Our safety and wellness initiative - goes
beyond traditional benefits. It reflects our concern
for health, happiness and wellness of each of our
employees. The key initiatives include free health
check-ups, Doctor-on-Call, Helpline for counselling,
Medical room with nursing facility and Gymnasium
for employees. Apna Arvind is a comprehensive
employee self-service platform which provides
employees instant support on policies, payroll
related services, learning and development, career
progression and performance and wellness with the
click of button.

16. STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Board has framed a policy to identify, assess,
monitor and mitigate various identified risks
associated with the key business objectives. Major
risks identified by the businesses and functions are
systematically addressed through mitigating actions
on a continuing basis. The Risk Management Policy is
available on the Company's website at https://www.
arvindfashions.com/wp-content/uploads/2019/03/
Risk-Management-Policy.pdf

The Board of Directors has formed a Risk Management
Committee to oversee the risk management plan. As
on March 31, 2025, the Committee comprises of the
following Directors:

• Mr. Nagesh Pinge, Chairperson

• Mr. Shailesh Chaturvedi,

• Mr. Suresh layaraman.

• Mr. Nilesh Shah,

• Ms. Ananya Tripathi, members.

In the opinion of the Board, there are no risks that
poses a threat to the existence of the Company.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate internal
financial control with reference to the financial
statements and dedicated Internal Auditor to
ensure its adequacy. The scope and authority of the
Internal Auditor is well defined in the organisation.
To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the
Audit Committee of the Board. The Internal Auditor
monitors and evaluates the efficacy and adequacy
of internal control systems in the Company, its
compliance with operating systems, accounting
procedures and policies of the Company. Based on
the report of the Internal Auditor, process owners
undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit
observations and corrective actions suggested are
presented to the Audit Committee of the Board.

The Statutory Auditor of the Company has also given
an opinion that the Internal Financial Controls over
Financial Reporting are adequate and are operating
effectively at the end of the financial year.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 of
the Companies Act, 2013 and Regulation 22
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
a vigil mechanism/Whistle Blower Policy to provide
a platform to the Directors and Employees of the
Company to raise concerns with the instances of
unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or ethics
policy within the Company.

The details of the Whistle Blower Policy are explained
in the Corporate Governance Report and also posted
on the website of the Company at https://www.
arvindfashions.com/wp-content/uploads/2019/04/
Whistleblower-Policy.pdf

19. SUBSIDIARIES / CONTROLLED ENTITIES /
ASSOCIATES

As on March 31, 2025, the Company has following 3
subsidiary companies and 1 Controlled Entity Jointly
Owned with PVH BV.

Subsidiaries-

• Arvind Lifestyle Brands Limited

• Arvind Youth Brands Private Limited

• Value Fashion Retail Limited

Controlled Entity Jointly Owned with PVH BV-

• PVH Arvind Fashions Private Limited

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, a statement containing salient
features of Financial Statements of Subsidiaries and
controlled entities in Form AOC-1 is attached to the
Financial Statements. The separate audited financial
statements in respect of each of the subsidiary
shall be kept open for inspection at the Registered
Office of the Company. The Company will also make
available these documents upon request by any
Member of the Company interested in obtaining the
same. The separate audited financial statements in
respect of each of the subsidiary are also available on
the website of the Company at www.arvindfashions.
com.

The Company has framed a policy for determining
material subsidiaries, which has been uploaded
on the Company's website at https://www.
arvindfashions.com/wp-content/uploads/2025/02/
Policy-on-Material-Subsidiaries.pdf

20. CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business
during the year under review.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 11 (Eleven)
members, comprising of 1 (one) Managing Director,
4 (four) Non-Executive Directors and 6 (six) Non¬
Executive Independent Directors.

As per the provisions of Section 152(6) of the
Companies Act, 2013 and in terms of the Article
of Association of the Company, Mr. Sanjaybhai

Shrenikbhai Lalbhai (DIN: 00008329) and Mr. Suresh
Jayaraman (DIN: 03033110), shall retire by rotation
at the ensuing Annual General Meeting and being
eligible, shall offer themselves for re-appointment
as the Directors of the Company.

Cessation:

Ms. Nithya Easwaran (DIN: 03605392), Non-Executive
Non-Independent Director, had resigned with effect
from the close of business hours on September 23,
2024, from the directorship of the Company due to
pre-occupation and other professional commitments.

None of the Directors of the Company are disqualified
as per the provisions of Section 164 of the Companies
Act, 2013. The Directors of the Company have made
necessary disclosures under Section 184 and other
relevant provisions of the Companies Act, 2013.

During the year under review, there were no changes
in the Key Managerial Personnel of the Company.
Therefore, as per the provisions of Section 203
of the Companies Act, 2013, Mr. Shailesh Shyam
Chaturvedi as Managing Director & CEO, Mr. Girdhar
Kumar Chitlangia as Chief Financial Officer and Ms.
Lipi Jha as Company Secretary are the Key Managerial
Personnel of the Company.

22. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)
(p) of the Companies Act, 2013 read with the
rules framed thereunder and Regulation 17(10)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
carried out the annual performance evaluation of
its own performance and that of its Committees
and individual Directors. The manner in which the
evaluation has been carried out is explained in the
Corporate Governance Report which forms part of
the Annual Report.

Further, to comply with Regulation 25(4) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Independent Directors have also
evaluated the performance of Non-Independent
Directors, Chairman and Board as a whole at a
separate meeting of Independent Directors, which
was held on February 27, 2025.

23. NOMINATION & REMUNERATION POLICY OF
THE COMPANY

The Board has on the recommendation of the
Nomination and Remuneration Committee, framed
a policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management
and their remuneration. The Policy broadly lays
down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and
Non-Executive Directors, Key managerial personnel
and Senior Management. The Policy also provides
the criteria for determining qualifications, positive
attributes and Independence of Directors and
criteria for appointment and removal of Directors,
Key managerial personnel/Senior Management and
performance evaluation which are considered by the
Nomination and remuneration Committee/Board of
Directors. The Remuneration Policy is available on the
Company's website at https://www.arvindfashions.
com/wp-content/uploads/2019/05/Nomination-and-
Remuneration-Policy.pdf

24. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place
a familiarization programme for the Independent
Directors to familiarize them with their role, rights
and responsibility as Directors, the working of
the Company, nature of the industry in which the
Company operates, business model etc. The details
of the familiarization programme is explained in the
Corporate Governance Report is also available on the
Company's website at https://www.arvindfashions.
com/wp-content/uploads/2024/04/Directors-
Familiarization-Programs-2018-19-to-2023-24.pdf

25. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of Independence as
prescribed under Section 149(6) of the Companies Act,
2013 and the SEBI (listing Obligations and Disclosure
Requirements) Regulation, 2015 and they have
complied with the Code for Independent Directors as
prescribed in Schedule IV to the Companies Act, 2013.

26. BOARD/COMMITTEE MEETINGS HELD DURING
THE YEAR

During the year under review, thirty-three Board/
Committee meetings were held including four Board
meetings, four Audit Committee meetings, one
Nomination and Remuneration Committee meetings,
one Stakeholders Relationship Committee meetings,
two Risk Management Committee meetings, one
Corporate Social Responsibility Committee meeting,
one Independent Director meeting and nineteen
Committee of Directors meetings.

27. COMMITTEES OF THE BOARD

The Company has constituted various Committees
of the Board as required under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 including
composition, number of meetings held, attendance
of members, etc. of such Committees, are set out to
the Corporate Governance Report which forms a part
of this Annual Report. The intervening gap between
the meetings was within the period prescribed under
the provisions of Section 173 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

During the year under review, the Audit Committee
("AC") and Nomination and Remuneration Committee
("NRC") was reconstituted by way of addition of
Mr. Suresh Jayaraman and Mr. Govind Shrikhande
as Member of the AC and NRC, respectively.

Composition of Audit Committee:

The Audit Committee consists of the
following Members.

i) Mr. Nagesh Pinge - Independent Director

ii) Mr. Nilesh Shah - Independent Director

iii) Ms. Ananya Tripathi - Independent Director

iv) Mr. Suresh Jayaraman - Non-Executive Director

All the recommendations of the Audit Committee
made during the year have been accepted by
the Board.

Composition of Nomination and
Remuneration Committee:

The Nomination and Remuneration Committee
consists of the following Members.

i) Mr. Nilesh Shah - Independent Director

ii) Ms. Achal Bakeri - Independent Director

iii) Mr. Suresh Jayaraman - Independent Director

iv) Mr. Govind Shrikhande - Non-Executive Non¬
Independent Director

28. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby make the following
Responsibility Statement as required by Section
134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for
the financial year ended 31^st March 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any:

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the company at the end
of the financial year and of the profit and loss
account of the company for that period.

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities.

d) The Directors have prepared the annual
accounts on a going concern basis.

e) They have laid down internal financial controls,
which are adequate and are operating effectively.

f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

29. RELATED PARTY TRANSACTIONS UNDER
SECTION 188 OF THE COMPANIES ACT, 2013

All the related party transactions are entered on arm's
length basis, in the ordinary course of business and
are in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnels etc. which
may have potential conflict with the interest of the
Company at large, or which warrants the approval of
the shareholders. Accordingly, no transactions are
being reported in Form AOC-2 in terms of Section
134 of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014. However, the
details of the transactions with Related Party are
provided in the Company's financial statements in
accordance with the Accounting Standards.

All Related Party Transactions are presented to the
Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.

The Policy on Related Party Transactions as approved
by the Board is available on Company's website
at https://www.arvindfashions.com/wp-content/
uploads/2025/02/Related-Party-Transaction-Policy.
pdf

30. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant material orders passed
by the Regulators/Courts which would impact
the going concern status of the Company and its
future operations.

31. AUDITORS

• Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants
(ICAI Firm Registration No. 117365W) were appointed
as the Statutory Auditors of the Company for a period
of 5 (five) consecutive years at the Annual General
Meeting held on August 23, 2021. The Report given
by the Auditors on the financial statements of the
Company is part of the Annual Report. There has
been no qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Report.

• Secretarial Auditors

Pursuant to the amended provisions of Regulation
24A of the SEBI (LODR) Regulations and Section

204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, (including any
statutory modification(s) or re-enactment(s) thereof,
for the time being in force), the Audit Committee
and the Board of Directors at their respective
meetings held on 17^th May 2025 have approved
and recommended for approval of Members,
appointment of M/s. N.V. Kathiria & Associates,
Practicing Company Secretaries, as Secretarial Auditor
to conduct the Secretarial Audit of the Company for
a term of 5 (Five) consecutive years, to hold office
from financial year 2025-26 till financial year 2029-30.
Accordingly, a Resolution seeking Member's approval
is included at Item No.6 of the notice convening the
Annual General Meeting.

A detailed proposal for appointment of Secretarial
auditor forms part of the Notice convening this AGM.

The Secretarial Audit Report for the financial year
ended 31^st March 2025, pursuant to Section 204
of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 and Regulation
24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed herewith as
"Annexure-C". The Secretarial audit report does
not contain any qualifications, reservations or
adverse remarks.

32. ENHANCING SHAREHOLDER'S VALUE

The Company believes that its Members are its most
important stakeholders. Accordingly, the Company's
operations are committed to the pursuit of achieving
high levels of operating performance and cost
competitiveness, consolidating and building for
growth, enhancing the productive asset and resource
base and nurturing overall corporate reputation. The
Company is also committed to create value for its
other stakeholders by ensuring that its corporate
actions positively impact on the socio-economic
and environmental dimensions and contribute to
sustainable growth and development.

33. CORPORATE GOVERNANCE REPORT AND
MANAGEMENT DISCUSSION & ANALYSIS
REPORT

The Corporate Governance Report , together with
the Certificate from the auditors of the Company
regarding compliance of conditions of Corporate
Governance as stipulated in Schedule V of Regulation
34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is included in the
Annual Report.

A separate section on Management Discussion and
Analysis Report (MDA) is included in the Annual Report
as required under Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

34. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company
has complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2
issued by the Institute of Company Secretaries
of India.

35. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report
for the year ended March 31, 2025, as stipulated
under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
annexed which forms part of this Annual Report.

36. INFORMATION ON CONSERVATION OF
ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Conservation of Energy

The Company is making efforts to achieve energy
efficiency and increase the mix of renewable energy
within the operations.

a) Energy Efficiency

The Company has a 'Combat Climate Change'
as a sustainability pillar, where the Company
has shifted from conventional lights to LED
lights in the stores and in the warehouses
and the Company has installed motion sensor
LED lights for energy management within its
warehouse operations.

• Energy Efficiency: LED lights are proven to
consume significantly 50% less energy than
traditional tube lights, leading to immediate
reductions in electricity bills.

• Cost Savings: The longer lifespan and
lower maintenance requirements of LED
lights result in reduced maintenance and
replacement costs over time.

• Enhanced Lighting Quality: The switch to
LED lighting has led to improved lighting
quality, offering better visibility and
creating a more comfortable environment
for employees and visitors.

• Environmental Contribution: By reducing
energy consumption and minimizing
the need for replacements, this project
contributes to our sustainability goals and
reduces our carbon footprint.

The Company has installed motion sensor
LED lights for energy management within its
warehouse operations in FY 25 that indicated
a reduction potential of 5%-8% in the energy
demand. The same is being evaluated and
implemented for upcoming new warehouses as
well. Arvind Fashions state of the art warehouse
facility at Hoskote, Karnataka is currently
undertaking the procedures of Green Building
Certification that further represents Arvind's
commitment to contribute towards reducing
Green House Gas emission.

The Company is also working on SOPs to achieve
behavioural based energy efficiency within
the operations.

b) Renewable energy

We have signed an agreement with wheel solar
power from an independent power producer in
FY 19 for a period of 9 years expected to cover
80-95% of the energy demand at the corporate
office. We have a potential of mitigating ~1,030
tons of carbon dioxide on an annual basis.

Company is exploring the potential of shifting
its warehouses to renewable energy in the
near future. The preliminary survey for the

installation of rooftop solar panels is conducted
by the external agencies.

Company is also engaging with its vendor
partners to enable their transition to renewable
energy thereby reducing the overall carbon
footprint of its products.

ii) Absorption of technology

The Company has not absorbed any technology.

iii) Foreign Exchange Earnings and Outgo

37. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual
Return is available on Company's website at https://
www.arvindfashions.com/corporate-governance/

38. PARTICULARS OF EMPLOYEES

The information required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be
provided upon request.

Further as per second proviso to Section 136(1) of
the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Annual Report
and Accounts are being sent to the members and
others entitled thereto, excluding the information
on employees' particulars which is available for
inspection by the members at the Registered Office
of the Company during business hours on working
days of the Company up to the date of the ensuing
Annual General Meeting. If any member is interested
in obtaining a copy thereof, such member may write
to the Company Secretary in this regard at investor.
relations@arvindfashions.com.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in
Annexure - D to this report.

39. DISCLOSURE AS PER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

At Arvind Fashions, we are unequivocal in our
commitment to provide a safe, inclusive and respectful
workplace for all. We maintain a zero-tolerance policy
towards any form of sexual harassment and have
adopted a policy against sexual harassment in line
with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the rules framed thereunder.

Arvind Fashions Internal Complaint Committee (ICC)
functions independently and with full authority. Its
presence and mandates are clearly communicated
across the organization and all committee members
are formally trained to manage proceedings with
sensitivity, fairness and procedural rigour. Regular
sessions are also conducted to build awareness and
reinforce behavioural expectations across teams.

For the financial year 2024-25, one complaint was filed
which was disposed off by taking appropriate action.

40. GENERAL

The Board of Directors state that no disclosure or
reporting is required in respect of the following
matters as there were no transactions or applicability

pertaining to these matters during the year
under review.

i. Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of
the Company.

ii. Payment of remuneration or commission from
any of its holding or subsidiary companies to
the Managing Director/Whole Time Director of
the Company.

iii. Voting rights which are not directly exercised
by the employees in respect of shares for
the subscription/purchase of which loan was
given by the Company (as there is no scheme
pursuant to which such persons can beneficially
hold shares as envisaged under Section67(3)(c)
of the Companies Act, 2013).

iv. Details of any application filed for corporate
insolvency under Corporate Insolvency
Resolution Process under the Insolvency and
Bankruptcy Code, 2016.

v. One-time settlement of loan obtained from the
banks or financial institutions.

41. ACKNOWLEDGEMENT

The Board expresses its sincere thanks to all the
employees, customers, suppliers, investors, lenders,
regulatory and government authorities and stock
exchanges for their cooperation and support and
look forward to their continued support in future.

For and on behalf of the Board of
Arvind Fashions Limited

Sd/- Sd/-

Sanjay Lalbhai Shailesh Chaturvedi

Chairman & Director Managing Director & CEO

DIN:00008329 DIN:03023079

Place: Ahmedabad Place: Bangalore

Date: 17/05/2025 Date: 17/05/2025