Arvind Ltd

Dear Members,

Your Directors are pleased to present the 93rd Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

(Rs. in crores)

2. COMPANY'S PERFORMANCE

FY 2024 started on a challenged note for businesses as interest rate tightening was pointing to sharp decline in consumer demand. Additionally, for the apparel markets, summer and fall of 2023 was marked by high inventory levels created by preponed buying in the previous quarters. As the year went by, consumer demand held surprisingly steady, and inventories got cleared. That resulted in a clear resumption of wholesale buying starting Q3.

For Arvind Limited, H1 was quite challenging as demand in the core Textiles businesses remained muted. Denim volumes remained soft, while Woven volumes remained healthy through the year. Garment volumes were also challenged as key customer programs kept postponing inventory addition/ fresh buying until the holiday season got over. Our key global customers resumed buying in H2, and the same is reflected in improved volumes in Q4, especially in Garments and Denims.

FY 2024 also saw price realizations coming down sharply following the softening of input raw materials, energy and logistics prices. While the lag effect gave a one-time positive boost to margins during mid-year, price deflation masked the underlying volume growth, especially in case of Advanced Material Division (AMD).

AMD continued to deliver 20%+ volume growth as promised through most quarters. Human Protection and Composites businesses delivered 20% and 26% growth in top-line as planned, Industrials cluster was challenged by muted demand from some of its key accounts. On an aggregate basis, AMD delivered a healthy 14% revenue growth despite sharp reductions in price realizations.

FY 2025 has started on a positive note for Arvind Limited. Garment and Denim volumes are inching upwards, while Wovens maintains its robust market position. In AMD, demand has come back for the Industrials cluster. On the whole the momentum looks positive for the first quarter.

During FY 24, the Company continued expanding its renewable energy capacity, as the 24MW hybrid solar- wind installation went live. We have plans to further augment this capacity and take the share of renewable power from 47% to near 80% levels. Also, during the year, a global Centre of Excellence for water and waste water solutions was inaugurated - this is an ambitious project with co-investment from one of our large customers. Similarly, we have customer collaboration in other areas of sustainability going on - e.g. in using Biomass for boilers to produce steam, as well as farming projects to enable better cotton production.

A more detailed analysis and commentary is available in the Management Discussion and Analysis section of this report.

3. DIVIDEND

The Board of Directors have recommended a dividend of '3.75/- per equity share and one-time special dividend of '1/- per equity share, totalling to a dividend of '4.75/- per equity share of face value of '10/- each, for the financial year ended on 31st March, 2024. Dividend is subject to approval of members 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 '124 Crores.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy and the same is available on the Company's Website at https://www.arvind.com/sites/ default/files/field policy file/DividendDistributionPolicy. pdf

4. TRANSFER TO RESERVES

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

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No Material Changes have taken place from the end of the financial year till the date of this report.

6. SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2024 was '674.50 crores divided into 57.45 crores equity shares of '10 each and 1 crore preference shares of '100 each.

During the year under review the Company has allotted 1,33,000 Equity Shares of '10 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employees Stock Option Scheme 2021 (ESOS) of the Company. Consequently, the paid up Equity Share Capital of the Company stood at '261.63 crores consisting of 26,16,30,474 equity shares of '10 each.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

7. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme (ESOS) to grant equity based incentives to certain eligible employees and directors of the Company and its subsidiary companies. There is no material change in ESOS during the year under review and the scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of the Secretarial Auditor regarding implementation of scheme shall be made available for inspection of members in electronic mode at Annual General Meeting.

Disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Based Employee Benefits and Sweat Equity) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in ‘‘Annexure - A'' to this report.

8. FINANCE

The Company has repaid the instalments of Term Loans amounting to '253 crores during the current year i.e. FY 2023-24. Long Term Debt of the Company stands to '399 crores as on 31st March, 2024.

9. DEPOSITS

During the year under review, the Company has not accepted or renewed any Deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

10. NON-CONVERTIBLE DEBENTURES

During the year ended 31st March, 2024, the Company has redeemed/repaid Non-Convertible Debentures amounting to ' 75 crores. The redemption/repayment is in accordance with the terms of the respective issues.

During the year under review, the Company has not issued/ allotted any Non-Convertible Debentures.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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 form part of this Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Limited, through its CSR policy aims to work for social, economic, educational, environmental, inner wellbeing and cultural advancement of the people and thereby positively impact their quality of life. Our CSR programs are in the realm of education, rural transformation, livelihood promotion, art and heritage, women empowerment and inner wellbeing. The projects and programs are in accordance to the thematic areas as defined in Schedule VII of the Companies Act, 2013.

During the year under review 2023-24, the initiatives are being carried out by company promoted organizations - Strategic Help Alliance for Relief to Distressed Areas (SHARDA) Trust, Narottam Lalbhai Rural Development Fund (NLRDF) and Arvind Foundation (AF) and other partner Civil Society Organizations.

The Company has defined broader geographies and themes to bring larger focus in our CSR initiatives. The geographies under our operation where the CSR programs are being implemented at Kalol in Gandhinagar, Garudeshwar, in Aspirational district-Narmada and other parts of Gujarat and Madhya Pradesh for Inner wellbeing projects. There are four broad themes namely Educational Advancement, Rural Advancement, Environmental Advancement, and Cultural Advancement. All our initiatives broadly fall under the above themes without limiting the purpose, scope and flexibility of CSR initiatives.

Initiative brief:

During 2023-24, the Company supported the ongoing programmes of Rural Advancement, Educational Advancement including digital Literacy and scholarships, Environmental Advancement, Cultural Advancement and Inner Wellbeing. A digital literacy program, a program for providing scholarship for higher education, program for plantation, and an Inner wellbeing program for taking meditation to rural masses were supported by the company.

The following paragraphs provide a concise overview of the specific initiatives pursued throughout the year under CSR. These are:

Rural Development

Under the broad theme of Rural Advancement, the Arvind Rural Transformation Initiative (ARTI) is a combination of long term integrated programs focused in defined geographies. The initiatives are broadly based in Gujarat. The projects are being implemented at Kalol in Gandhinagar, Garudeshwar in Aspirational district Narmada and other parts of Gujarat for Inner wellbeing projects.

The long-term rural advancement strategy of Arvind Limited hinges on three elements - Education, Environment and Earning. Some Health & Nutrition initiatives are also taken as per the need and demand of the community. The education component has a digital literacy program. The environment and the earning components have long term interventions to bring lasting change in the communities we operate.

Under the element of environment, through plantation drives, close to 100,000 plants were planted in broadly three mode - plantation at individual homes, plantation in schools & crematorium and plantation at block and taluka level at panchayat plots. Over 3500 students participated in planting the trees in their school campuses under our school greening programme. Environment clubs are also

set up in schools. In addition, the plantation programs were also undertaken in Jamnagar and Vadnagar areas in Gujarat in partnership with Heartfulness Institute.

For earning, it is important to strengthen existing occupations, create newer opportunities and add incremental earning opportunities. Under the earning component, we continued with our initiative of strengthening the dairy practices and added to our ongoing home stay project.

To support and increase earning of families in villages we operate, a Credit Support Program for Animal loan was launched last year with partnership with Shree Mahila SEWA Bank and other local banks. The purpose of the program is to increase the family income in shortest span of time. Dairy Farmer's Training for the livestock management and highlighting importance of animal nutrition, fodder and animal breed and building network for getting services were part of the program that was attended by over 200 dairy farmers. Another training program about various dairy products and value addition of milk was also organised. 109 persons got new loans for buffalo that the company facilitated and dairy linkages were strengthened. This has given immediate incremental rise in family income and helped women achieve financial empowerment.

Another very interesting program under our rural advancement element is the Tribal Homestay Project. It is being carried out near the world fame tourist destination at Statue of Unity in Kevadia in Aspirational district of Narmada. The purpose again is to add a total of 47 rooms were created and income to the families had started during last three years. We have identified 12 new homes and started the work. The idea is to create a Homestay Cluster supported by Arvind Foundation and create a long term income to the rural tribal community.

Rural Development: Supporting Heath conditions:

Our interactions with the communities lead to organising the health camps. Many a times, attending to health issues get neglected or postponed as it doesn't seem to be posing any immediate challenge. However, in long term, it costs the people heavily. To attend to this, we have launched health camps in villages and we organise 13 Community Eye Check-up Camps, 2 community health camps, and 8 School dental health camps in partnerships with Government and specialised Trust run Hospitals. The Eye Camps were attended by more than 3500 rural people. Around 2100 people were given specs, and 92 cataract cases were identified and surgeries were performed. Two third of the participants of these camps were women above age of 40 years. This confirmed our assessment that there are lot of neglect of the health conditions in the rural areas especially among women.

Rural Development: The Digital Literacy Program:

The digital Literacy program is another program that the Company has supported. The program is being offered in partnership with computer major Hewlett-Packard (HP) and Arvind Foundation. This program is being carried out through Arvind HP CLAP vehicles and an Arvind HP WOW bus.

The HP CLAP (Continued Learning Access Program) has a van that has 120 HP Laptops to bring digital literacy to rural masses in Kalol Taluka. Arvind Foundation has designed a curriculum through which primary school students and women are exposed to laptops and are getting to learn computer operations. About 6700 students have taken advantage of the programme spread across 16 schools.

Under the digital literacy programme we also have an Arvind HP WOW Bus (Arvind HP World on Wheel Bus) that has a mobile classroom with 16 desktops and large screen TVs. HP WOW bus is running digital literacy programme in government runs primary schools and ITI at villages near Statue of Unity in Narmada district. Over 600 tribal students have been impacted by HP WOW in 2023-24. The External Affairs Minister, Government of India Shri S. Jaishankar visited our digital bus classroom on 26th May 2023, interacted with our students and Teachers and appreciated the concept by tweeting that "World on Wheel was particularly impressive."

We have also started supplementary Education programme for rural students of Kalol Taluka. To inculcate scientific aptitude among rural students, over 1300 students were taken to a study tours to science city. In addition, study tours, essay competitions, digital competitions and summer camps were organised for class 8 students to motivate them to continue their studies with further enrolment. We consider this digital literacy programme as an entry point to a larger supplementary education program in the region that we have started this year.

Rural Development: Inner Wellbeing Programme:

The Company is carrying out an ongoing Inner Wellbeing Program in rural Gujarat and Rajasthan since last five years. This is result of our conviction that the physical and social developments are meaningful only if people are also well from within. Heartfulness Meditation programs are being conducted in a planned and structured manner. This program is based on the Sahaj Marg system of Raja Yoga meditation. Altogether, 8 people team along with number of volunteers and trainers reached to over 700 villages where 3 day meditation sessions were conducted. Regular weekly sessions are being conducted at over 200 villages and close to 9000 people are regularly attending the weekly sessions.

Educational Advancement: Project Gyanda

In addition to the digital literacy program that the company has supported, our flagship, a supplementary education program GYANDA for municipal school students in Ahmedabad has again founded its firm roots after being badly hit by COVID. The program GYANDA has more than 800 students.

This is being carried out through SHARDA Trust, the CSR arm of Arvind Limited. This program aims to support the students of 8-12 years and establish education to employment link. GYANDA is a unique supplementary education model designed for primary, secondary and higher secondary school-going children studying in Municipal Schools. It prevents these children from dropping out and helps them complete their basic education from standard V to XII and further, while focusing on improving their academic performance and overall personality development. The objective is to make these children employable by the time they pass out of the programme, thereby ensuring that they become the last generation in poverty from their families.

The next logical extension of the program is in the rural areas in the supplementary education mode. An extension with the National Institute of Open Schooling (NIOS) has been started with two rural centres with 60 students. Over 300 students have enrolled in the program and more centres are being started.

To support this expansion, we are integrating technology with the program. During the year, in addition to our partnership with HP Foundation, we had strengthened our partnership with our two technology partnerships with Open Link Foundation and TagHive Foundation.

Open Links Foundation (OLF), started by an alumni of IIT Delhi and IIM Ahmedabad considers Teachers as the most important link to implement any change program and it provides IT enabled program, tools and community for teacher support and teacher recognition by reducing their burden and motivating them to deliver quality education. It has an open source platform for teachers to find right teaching resources and instruction methods like lesson plans, activities, worksheets and videos etc. The material that SHARDA Trust has developed has been uploaded on this platform which can now be accessed from anywhere by our teachers. This will help us a great deal as we plan our rural journey.

Similarly, The Tag Hive Inc. is a Samsung funded education Technology Company started by an IIT & Harvard alumni. Tag Hive has a solution called Class Saathi, which is a clicker based smart classroom solution that makes formative assessments seamless and data-driven. Teachers can use the Class Saathi app to evaluate student's proficiency in various concepts taught in class. After the session, the students are given multiple choice questions to assess their understanding of what was taught in the class. The students click their answers on a clicker device and their answers immediately give the teacher an idea about students' understanding with data. The data is recorded and can be used for individual counselling. We see these tech partnerships adding lot of value to the program in future especially when we expand in rural areas.

We have also started a pre-primary section this year in our new Gyanda centre. We are developing a curriculum after a baseline study. The program looks at providing a strong Foundational literacy and numeracy, crucial for a child to attain basic numeracy and literacy skills by the end of grade 3.

Educational Advancement: Supporting Institutions for higher Learning for Scholarships and educational support for higher Education

The programs mentioned earlier in the report under the broad head Educational Advancement are for ensuring that students from underprivileged background are supported and encouraged to complete their school education. However, to look at Education as a spectrum, the logical step in this direction is to also support bright students from disadvantaged section of the society to study in institutions of higher learning and provide with financial assistance for fee support and other form of scholarships through the institutions. The company, during the year, has supported Ahmedabad University to further provide scholarship and other educational support to bright and meritorious students from disadvantaged section of the society who lack financial resources.

Cultural Advancement: Promotion of Indology Project:

During the year under the review, the Company has supported the ongoing programme of Promotion of Indology under the schedule VII theme of Promotion of National Heritage, Art and Culture. The programme is being carried out through our partner organisation Lalbhai Dalpatbhai Bhartiya Sanskriti Vidya Mandir (LDBSVM). The programme is to support preservation of manuscript, digitisation of manuscripts, automating the Library that has rare books, purchase of books and upgrading the Manuscript Data Archival Software System for tracking the digitised and archived manuscripts. The project also involves upgradation of infrastructure. This is being done to expand the Institution's engagement with the public. It is being done both through online and offline methods

The Annual Report on CSR Activities in prescribed format is enclosed as "Annexure - B".

14. HUMAN RESOURCES

A company grows when its people grow. At Arvind, we believe that talent truly shapes organizational success and destiny. At Arvind, there is highest commitment to investing in hiring the right talent, sustainably engaging and developing them, retaining and rewarding them to deliver organizational results and growth.

An important focus area for the organization has been to respond to trends shaping the future of work, that make the company agile, productive and help improve HR systems, processes and enhance employee experience.

The Company has invested efforts in bringing effectiveness in hiring and creating an employer brand, creating internal mobility, reorganizing structures in line with business plans and performance and establishing the right rewards and recognition.

To ensure that our employees continue to challenge themselves and grow, the company has brought a significant focus to internal mobility and to rotating employees across different functional roles in order to grow into higher roles.

On learning our focus shall continue to be towards digitalization of learning and introduction of various e-learning courses on managerial & functional competencies. Adoption of digital tools, incorporation of hybrid work culture, in our way of working has ensured that our employees are equipped to work with these through the right skills.

While doing so, we have been cognizant of understanding what motivates and engages our people and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members and offer hand holding support which ensures our people feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

Our approach to performance management is a holistic one wherein, while holding people accountable, we look at continuous development and create opportunities for them to excel in new and / or larger roles. This approach is directly linked to our compensation framework and promotion process. We also offer a wide range of benefits to our employees.

To ensure we develop future leaders, we provide a number of opportunities to foster management and leadership skills. The purpose is to equip our people with the necessary capabilities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the organizational strategy.

15. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

The top 10 risks identified by the Company includes - 2 Strategic Risks, 7 Operational Risks & 1 Regulatory Risks. Key Strategic Risks include demand destruction/shift, geopolitical issues and reputational risks. Key Operating Risks include customer concentration, vendor concentration, availability of competent human resource, major system outages, industrial safety, sustainability and cyber security/ data protection. Regulatory Risks include litigation and regulatory compliances.

16. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors' Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Integrated Annual Report.

17. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. 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.arvind.com/ sites/default/files/field policy file/Whistle%20Blower%20 Policy n.pdf

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March 2024, the Company has 17 subsidiary companies (Direct or Indirect) and 4 joint ventures and 1 associate company.

During the year under review, companies/entities which have become and ceased to be subsidiary, joint venture or associate of the Company are given in the note no. 35 to the Financial Statements.

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, associates and joint venture companies 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. arvind.com/financial-reports.

The Company has framed a policy for determining material subsidiaries, which has been uploaded on Company's website at https://www.arvind.com/sites/default/ files/field policy file/Policy%20on%20Material%20 Subsidiaries.pdf

19. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no material change in the nature of business of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2024, the board of directors consists of 9 (nine) members, of which 5 (five) were Independent Directors. The Board also comprises of one woman Independent Director.

As per the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kulin Lalbhai (DIN 05206878) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment as the Director of the Company.

The Board of Directors of the Company at their meeting held on 30th January, 2024 has appointed Mr. Nigam Shah as Chief Financial Officer (CFO) of the Company in place of Mr. Jayesh Shah with effect from 1st February, 2024. Mr. Jayesh Shah will continue to act as Director & Group Chief Financial Officer.

The Board of Directors of the Company at their meeting held on 30th January, 2024 has appointed Mr. Krunal Bhatt as a Company Secretary and Compliance Officer of the Company with effect from 1st February, 2024.

Mr. R.V. Bhimani stepped down from the position of Company Secretary and Compliance Officer of the Company with effect from 1st February, 2024 as a part of succession planning of Key Managerial Personnel.

As per the approval received by the shareholders through Postal Ballot on 9th March 2024, Mr. Arpit Patel (DIN: 00059914) was re-appointed as Independent Director of the Company for a further period of five years from 17th May 2024. The Company has received the necessary declaration from Mr. Arpit Patel that he continues to fulfil the criteria of independence as prescribed under the relevant provisions of the Act and the SEBI Listing Regulations.

21. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and Individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

22. APPOINTMENT AND REMUNERATION POLICY

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 Director 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 policy is available on the website of the Company at https://www.arvind. com/sites/default/files/field policy file/Nomination%20 and%20Remuneration%20Policy.pdf.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

I n compliance with the requirements of 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 are explained in the Corporate Governance Report and also available on the Company's website at https://www.amnd. com/sites/default/files/field policy file/Directors%20 Familiarization%20Programs%20Arvind%2023-24.pdf

24. 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) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

25. BOARD AND COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year under review, 4 meetings of the Board were held. The details of the Board and Committee meetings are provided in the Corporate Governance Report forming part of this Report.

26. COMMITTEES OF BOARD:

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they 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 of the Company for that period;

c. they have taken proper and sufficient care towards 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. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. RELATED PARTY TRANSACTIONS

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, Key Managerial Personnel 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties 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.arvind.com/sites/default/ffles/field policy file/ Related%20Partv%20Transactions%20Policv%202022.pdf

29. 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.

• 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 at the Annual General Meeting of the Company held on 6th September, 2022 for a term of five consecutive years. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the company. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Board has duly reviewed the Statutory Auditor's Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation/clarification.

• Cost Auditors

Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025) has carried out the cost audit for applicable businesses during the year. The Board of Directors has appointed them as Cost Auditors for the financial year 2024-25. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Kiran J. Mehta & Co., Cost Auditors is included at item No. 5 of the notice convening the Annual General Meeting.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hitesh Buch & Associates, a firm of Company Secretaries in practice, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31st March, 2024, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure - C". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

31. ENHANCING SHAREHOLDERS' 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 creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. CORPORATE GOVERNANCE REPORTAND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis, which form part of this 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.

33. SECRETARIAL STANDARDS

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

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report for the year ended 31st March, 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.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated 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".

36. THE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on Company's website at: https://www.arvind.com/ sites/default/files/field investor updates file/Draft%20 Annual%20Return%202023-2024-new.pdf

37. 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. In terms of Section 136(1) of the Companies Act, 2013, the 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.

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 - E'' to this report.

38. 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.

Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organizations. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy

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

39. 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 section 67(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.

40. ACKNOWLEDGEMENTS

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