Arvind Fashions Ltd

To

The Members,

Arvind Fashions Limited.

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 31,2024.

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:

Despite muted market conditions, our Company has continued its journey of profitable growth, reaffirming the strength of our brands and the effectiveness of our business strategy. We remain focused on expanding the retail footprint across brands and entering Tier II and III cities in India, where significant potential remains untapped, while also accelerating growth in the online direct-to-consumer channel. Across our brands, premiumization is a core theme. Expansion into adjacent categories such as women's wear, kids' wear, innerwear, footwear, and accessories also provides multiple growth levers for our brands.

FY 2024 has been a differentiated year for AFL and our sharper focus and execution across channels, combined with product innovation and tighter control over costs, continued to yield positive results.

Our revenue stood at Rs 4,259 Crores, reflecting a year- on-year increase of ~5%. The share of retail channel grew by nearly 3%, with growth in the early teens, while our online B2B channel saw a sharp decline as we strategically de-stocked to ensure a healthy and controlled consumer experience, emphasizing tighter control on discounting.

Even as we continued to make substantial investments in marketing to keep our brands salient, our EBITDA reached '544 Crores, a 15% increase from the previous year. This success is attributed to sourcing efficiency, high full-price sell-thru, reduced discounting, and a favorable channel mix. EBITDA margins stood at 12.8%, representing a 120 basis point improvement driven by higher gross margin and operational cost efficiencies.

A significant achievement has been the robust improvement in our return on capital employed, an increase of 400 basis points to over 16%. Over the past year, we have implemented multiple strategic interventions and initiatives to enhance this metric. We remain confident in our trajectory towards realizing even higher returns on capital employed in the near term.

The Company continued to expand its retail footprint and accelerated its store expansion strategy by opening 146 Exclusive Brand Outlets (EBOs), increasing our total EBO count to 931 stores.

On Standalone basis

Revenue Growth - The Company showed a marginal decline in revenue growth, with revenue from operations decreasing by 17.75% from Rs 740.57 Crores in FY 23 to Rs 609.09 Crores in FY 24.

Profit/(Loss) After Tax (PAT) - The Profit after tax showed a slight decrease of 15.01 % from Rs 9.86 Crores in FY 23 to ' (11.34) Crores in FY 24.

On Consolidated basis

Consolidated Performance - The Company's consolidated financial performance across its operations also improved substantially. Consolidated revenue from operations (Net) grew by 4.66% rising from Rs 4,069.49 Crores in FY 23 to Rs 4,259.12 Crores in FY 24.

Consolidated PAT - The consolidated profit after tax demonstrated remarkable growth of 57.67% increasing from of Rs 86.96 Crores in FY 23 to profit of Rs 137.11 Crores in FY 24.

Sale of Entire Equity stake in wholly owned subsidiary:

The Company had entered into a Share Purchase Agreement dated November 3, 2023 with Reliance Beauty & Personal Care Limited, a wholly owned subsidiary of Reliance Retail Ventures Limited (the "Acquirer") to sell and transfer the entire equity stake held by it in its wholly owned subsidiary "Arvind Beauty Brands Retail Limited". The said wholly owned subsidiary of the Company was engaged in marketing, distribution and retail of beauty products under the brand name "Sephora" in India. Consequently, "Arvind Beauty Brands Retail Limited" ceased to be the subsidiary of the Company.

4. DIVIDEND

Based on the Company's performance and in line with Dividend Distribution Policy, the Board of Directors in its meeting held on May 21, 2024 recommended a final dividend at the rate of 31.25% on equity shares for the financial year ended March 31, 2024. This will translate to Rs 1.25 per equity share of Rs 4 each. The dividend shall be subject to approval by the Members of the Company in the ensuing Annual General Meeting.

Due to changes in the Income-tax Act, 1961, introduced by Finance Act, 2020, dividend distributed by the Company are now taxable in the hands of the shareholders. The Company shall deduct applicable tax at source before paying out the dividend.

The Register of Members and Share Transfer Books of the Company will remain closed from August 10, 2024 to August 19, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2024.

The dividend, if declared by the members, would involve a cash outflow of about Rs 16.65 Crores.

5. DIVIDEND DISTRIBUTION POLICY

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.

6. BOARD MEETINGS HELD DURING THE YEAR

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

7. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby make the following Responsibility Statement as required by Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

9. 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.

10. 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 the Company's website at https://www.arvindfashions.com/wp-content/ uploads/2018/11/AFL-RPT-Policy.pdf

11. 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/

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND MAY 21, 2024 (DATE OF THE REPORT)

During March 31, 2024 and May 21, 2024 no material change and commitments have taken place which may affect the financial position occurred in the company.

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.

• Utilization of Solar Energy for Corporate office through PPA: Our corporate office is utilizing 14lacs solar units every year through power purchase agreement, leading to reduction of 1190 metric tonnes of GHG emissions through utilization of renewable energy.

• Installation of IOTs in the warehouse: The Company has installed IOTs in the warehouse lighting, where the lights will be turned off in no use condition, leading to saving of 30% of electricity through consumption using motion sensors lights.

• 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 24 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

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 5, 2024 CARE Ratings Limited has upgraded and revised the rating from CARE A-, Positive / CARE A2+ to CARE A, Stable / CARE A1.

15. 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 Remuneration Policy is available on the Company's website at https://www. arvindfashions.com/wp-content/uploads/2019/05/ Nomination-and-Remuneration-Policy.pdf

The policy includes, inter-alia, the criteria for the appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

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, 2024, the Committee comprises of the following Directors:

• Mr. Suresh Jayaraman, Chairperson

• Mr. Shailesh Chaturvedi,

• Mr. Nagesh Pinge,

• Mr. Nilesh Shah,

• Ms. Ananya Tripathi and

• Ms. Nithya Easwaran, Members

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

17. 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 2023-24. Your Company has a Corporate Social Responsibility Policy which is uploaded on the website of the Company at https://www.arvindfashions.com/wp-content/ uploads/2018/11/AFL-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-A.

18. 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 March 26, 2024.

19. CHANGE IN THE NATURE OF THE BUSINESS

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

20. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 12 (Twelve) members, comprising of 1 (one) Managing Director, 5 (five) Non-Executive Directors and 6 (six) NonExecutive 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. Punit Sanjay Lalbhai (DIN: 05125502) and Mr. Kulin Sanjay Lalbhai (DIN: 05206878), 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.

During the year under review, the Board of Director's, on the recommendation of the Nomination and Remuneration Committee, through circular resolution passed on October 9, 2023, approved and recommended to the shareholders for their approval of the appointment of Mr. Govind Shridhar Shrikhande (DIN: 00029419) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years with effect from October 09, 2023. The Company received the approval of the Members of the Company on December 20, 2023 through Postal Ballot for his appointment as an Independent Director of the Company effective from October 09, 2023.

Mr. Vallabh Roopchand Bhanshali (DIN: 00184775) upon completion of his tenure, ceased to be an Independent Director of the Company with effect from October 09, 2023.

Further, the re-appointment of Mr. Nagesh Dinkar Pinge (DIN: 00062900) and Mr. Achal Anil Bakeri (DIN: 00397573) as Independent Directors, not liable to retire by rotation, to hold office for another term of 5 (Five) consecutive years with effect from October 10, 2023 were approved by the Shareholders of your Company in the Annual General Meeting held on September 12, 2023.

The Independent Directors have submitted their declaration confirming that each of them meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in accordance with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Company's Policy of the Code of Conduct for Directors and Senior Management Personnel.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 read with Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

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.

21. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of the voting rights not exercised directly by the employees of the Company, as the provisions of the said section are not applicable.

22. AUDITORS Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) were appointed as the Statutory Auditors of your 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.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. N. V. Kathiria & Associates, Company Secretary in Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report (in Form MR-3) of the Company and its material Subsidiary Company is enclosed as an Annexure-B to this Report. The report of Secretarial Auditor is selfexplanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 and therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

24. 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.

25. SUBSIDIARIES / CONTROLLED ENTITIES / ASSOCIATES

As on March 31, 2024, 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

During the year under review, Arvind Beauty Brands Retail Limited ceased to be the wholly owned subsidiary of the Company on account of sale and transfer of the entire equity stake held by the Company in Arvind Beauty Brands Retail Limited to Reliance Beauty & Personal Care Limited, effective from November 3, 2023.

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/2018/11/AFL-Policy-on- Material-Subsidiaries.pdf

26. 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.

27. 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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate internal financial controls 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.

30. 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 Stakeholders Relationship Committee ("SRC") was reconstituted by way of addition of Mr. Govind Shrikhande as Member of the SRC.

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) Ms. Nithya Easwaran - Non-Executive Director

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

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of 7 (seven) years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year, the Company is not obligated to transfer any unpaid or unclaimed dividend amounts or shares for which the dividend has not been claimed or paid for a continuous period of 7 (seven) years or more to the IEPF.

32. SHARE CAPITAL

As on March 31, 2024, the authorised capital of the Company stands at Rs 75,00,00,000 divided into 18,75,00,000 equity shares of Rs 4 each. The paid-up equity share capital of the Company is Rs 53,18,39,084 consisting of 13,29,59,771 fully paid equity shares of Rs 4 each and Rs 49,378 consisting of 24,689 partly paid equity shares of Rs 2 each.

During the year under review, the Company has allotted 1,58,800 equity shares under ESOP scheme of the company.

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

33. 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 1,99,000 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 complied 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 - C 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.

34. 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

35. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

I n 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 and is also available on the Company's website at https://www. arvindfashions.com/wp-content/uploads/2018/11/ AFL-Familiarisation-Programs-of-Independent- Directors.pdf

36. 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

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2024 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

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 (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

The Company has zero tolerance for sexual harassment at workplace and has 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. The Company has also formed Internal Complaint Committee and the Committee members are experts in handling the investigations and proceedings as defined in the policy.

During the financial year 2023-24, no complaints were filed.

40. HUMAN RESOURCES

At Arvind Fashions, we believe that our people are our most important asset. The Company employs over 6,445 individuals with an average age of 29 and a gender diversity rate of 17%. This year, the Company focused on enhancing work quality and business ease by building collaborative and progressive systems and processes.

Known for its quality work environment, autonomy, growth opportunities, and support, the Company attracts top talent across the country. DEI (Diversity, Equity, and Inclusion) initiatives are central to the Company's culture, promoting diverse backgrounds, fair treatment, and a supportive environment for all.

Employee engagement is prioritized through initiatives like "Arvind Voice" and exit surveys, fostering transparency and empowerment. Leaders connect with employees via town halls and engagement programs to share achievements and future plans. The Company recognizes outstanding performance with Retail, Value, and Spotlight awards.

Arvind University, the Company's learning and development centre, ensures continuous employee growth and skill enhancement, aligning programs with business objectives to address skill gaps and stay agile in the evolving retail landscape.

Progressive policies like Flexi-time, Gender Neutral, Equal Employment Opportunity, Paternity & Adoption, and Creche Services, along with professional development and career mobility opportunities, foster an environment of empowerment and engagement. Arvind Care, the Company's safety and wellness initiative, reflects a commitment to employee health and happiness, offering free health check-ups, Doctor-on-Call services, medical facilities, and a gym.

The Company remains dedicated to nurturing a workforce that thrives both personally and professionally, driving the sustained success and growth of the organization.

41. ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the continued support of bankers, financial institutions, customers, and various Government agencies. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.