Your Directors are pleased to present the 92^nd Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS

Highlights of Financial Results for the year are as under:

2. COMPANY’S PERFORMANCE

As expected at the outset, FY2023 saw an uncertain business environment almost through all the four quarters, and it continues well into the new financial year.

For Arvind Limited, Q1 started off as the best ever first quarter since the demerger of Anup Engineering and Arvind Fashions. Commodity prices that had seemed to be on an ever-

increasing trajectory finally started to come down towards the quarter end. This trend of falling prices of input Raw Materials and freight costs continued through the year. On the demand front, expectation has been of a sharp reduction following the interest rate hikes being administered to fight inflation. In reality, the actual retail sales in key markets have turned out to be better than expected quarter after quarter. As we wrap-up FY23 and start FY24, the outlook is much less grim in the

US and reasonably upbeat in the domestic markets. Europe continues to look challenged, at least in the near term.

Textile businesses delivered a mixed bag of performance. Volumes in Woven segment stayed strong and steady throughout, Denim and Garment volumes saw a steady reduction through the quarters as our key customers deferred their buying and also reduced the lot/ drop sizes to manage their inventory more sharply. Price realization peaked in Q2 and then started trending down to reflect the softening raw material prices.

Advanced Materials businesses - Human Protection, Industrials and Composites, continued to deliver the promised growth through the quarters, and closed the full year numbers at an aggregate of 22% higher revenues. These businesses also saw a margin expansion in Q4 as the benefits of lower input costs started to be realized. During the year, capacity expansion programs got initiated as current ones became fully utilised. Expanded fabric processing set-up, new line for non-wovens, additional capacities in garment manufacturing and investments in composites mold/ dies started to get implemented in the second half of FY2023, and are expected to enable continued growth through FY24 and beyond.

During the year, the Company also sold off its subsidiary company viz. Arvind Internet Limited to Bigfoot Retail Solutions. Among other smaller businesses, Arvind-Envisol - our effluent treatment business - had an improved year as it executed a large project, and also expanded its components business.

Also during FY23, the Company continued making investments in expanding its renewable energy capacity, and a 24MW hybrid solar-wind installation is expected to get commissioned in Q1 of FY2024. This will help the Company strengthen its industry leading sustainability credentials, and also reduce the energy costs.

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 Rs.3.75/- per equity share and one-time special dividend of Rs.2/- per equity share, totalling Rs.5.75/- per equity share of Rs. 10/- each (i.e. 57.5%), for the financial year ended on 31^st March, 2023. 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 Rs. 150 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 31^st March 2023 was Rs.674.50 crores divided into 57.45 crores equity shares of Rs.10 each and 1 crore preference shares of Rs.100 each.

During the year under review the Company has allotted 9,11,655 Equity Shares of Rs.10 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employees Stock Option Scheme 2008 (ESOS) of the Company. Consequently, the paid up Equity Share Capital of the Company stood at 261.50 crores consisting of 26,14,97,474 equity shares of Rs.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 Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2021 are set out in "Annexure - A'' to this report.

8. FINANCE

The Company has repaid the instalments of Term Loans amounting to Rs.287.26 crores during the current year. The Company has not made any fresh long term borrowings. Long Term Debt of the Company stands to Rs. 621.73 crores as on 31^st March, 2023.

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

As on 31^st March 2023, 8.5% - 750 Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCDs) of the face value of Rs.10,00,000/- each, for cash at par, aggregating Rs.75 crores were outstanding, issued on private placement basis and listed on the Wholesale Debt Market Segment of BSE Limited.

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, infrastructural, environmental, health, 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. The development 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 organizations have formed synergistic partnerships to enhance the quality of deliverables and increase the reach of the programs.

The Company has defined five broader themes to bring larger focus in our CSR initiatives. However, the Company has supported initiatives under five broader themes to bring larger focus in our CSR initiatives. The broad thematic areas are Educational Advancement, Rural Advancement, Environmental Advancement, Health Advancement and Cultural Advancement. All our initiatives broadly fall under the given themes without limiting the purpose, scope and flexibility of CSR initiatives.

Initiative brief:

During 2022-23, the Company supported the ongoing programmes of Rural Initiative brief - Rural Advancement, Educational Advancement, Digital Literacy, Environmental Advancement, Inner Wellbeing and a Project for Setting up Indigo Art Museum.

The specific programs undertaken during the year and a brief is given in following paragraphs:

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. In Gujarat, geographically, the different projects are being implemented at Kalol in Gandhinagar, Sanand & Dholka in Ahmedabad, Dhasa in Botad, Saurastra, Garudeshwar in Aspirational district of Narmada and planned initiatives at Kheda district. Altogether, Rural Development programmes are being implemented in 39 Villages. In addition, the Rural Development initiatives are also planned at Karnataka and Jharkhand.

The broad focus of the rural development initiatives are on Education, Earning, Environment and Inner Wellbeing. Initiatives of Health & Nutrition are also undertaken as per the need and demand from the community.

A digital literacy programme as part of our education program in rural areas is being offered in partnership with HP Foundation. 3 HP CLAP Vans with 120 Laptops each move in village schools and villages to impart computer literacy programme to students and women. About 5700 students have taken advantage of the programme. Our old partnership with HP had also has a HP WOW Bus that has a classroom. This has been stationed at villages near Statue of Unity, Narmada. Over 500 students have taken advantage of this. The combined strength of students have shown their willingness to join the Supplementary Education Programme Gyanda which we will start during 2023-24 for the rural students. Over 1200 of these students were also taken to a visit of science city

The Environment project has major plantation drive. Close to 30,000 plants were planted in broadly three mode - plantation at individual homes, plantation in schools & crematorium and plantation at block and taluka level at large plots. Over 4000 students participated in planting the trees in their school campuses under our school greening programme. Environment clubs are also set up in schools where we are active.

To support and increase earning of farmers in villages we operate, a Credit support program for Animal loan was launched last year with partnership with Shree Mahila SEWA Bank. Around 80 new loans for buffalo were given and dairy linkages strengthened. This has given immediate rise in family income.

Our interaction with the communities lead to the realisation that attending to health issues many a time get neglected or postponed as it doesn't seem to be posing any immediate challenge. To attend to this, we have launched health camps in villages we operate. A total of 23 Community Eye Check-up Camps, Community Health Camps and School Dental Health Camps were organised in partnerships with Government Hospitals and Specialised Trust run Hospitals. These were attended by close to 3500 people. The eye camp received the highest attendance and over 2000 specs were distributed and 66 cataract surgeries were performed.

We had reported earlier that as part of our rural advancement programme, the Homestay Project near famous Statue of Unity in Kevadia in Aspirational district Narmada was undertaken. A total of 37 rooms were created and income to the families had started. We conducted a rapid assessment of the project that suggested certain changes and showed us the potential. We have identified 11 new homes and started the work in 4 more homes. The idea is to create a Homestay Cluster supported by Arvind Foundation.

Educational Advancement: Project Gyanda

In addition to the digital education programme, our Supplementary Education Programme Gyanda in the urban areas with municipal school students is slowly but surely back to its core after badly getting affected due to Covid. We have around 850 students now and have started a new centre which will add to the numbers. In addition, few more centres are planned to open in urban areas. There is a demand from our students of digital education programme in rural areas to be part of Supplementary education programme which we will start during 2023-24 in a blended online and offline mode.

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

Open Links Foundation (OLF) was started by an alumni of IIT Delhi and IIM Ahmedabad in 2017. OLF 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.

The tool also has a Wikipedia kind of 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.

Tag Hive Inc. is a Samsung funded education Technology Company started by an IIT & Harvard alumni. TagHive 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 this adding lot of value to our students in future.

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.

For Institutions and Individual having emergency medical need, the company has supported Sheth Kasturbhai Lalbhai Hospital with an Ambulance. It has also supported few patients financially in meeting their critical medical situation.

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. We had reported that in 2021-22, due to COVID, this programme suffered badly and most of the sessions were conducted online. We have, however, started this again going into villages, schools and rural institutions. Altogether, 8 people team reached to about 80 villages where regular sessions are getting

conducted. About 162 schools and 50 rural institutions had awareness sessions conducted.

Promotion of Indology Project:

The Company has supported a programme of Promotion of Indology for 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.

Indigo Art Museum Project: The Company has supported Arvind Indigo Foundation for setting up the Indigo Art Museum. The Purpose of setting up the Indigo Museum is to capture the story of indigo and associated materials to create and capture broader narratives around the story and future of the colour and how it can play a crucial role in design thinking, artistic collaborations and sustainability. This living museum seeks to become a laboratory of ideas and practices so that the heritage of indigo is not presented as an inaccessible past but as a living colour with a story of continuing innovations in variety of materials.

For the Indigo Art Museum project, the land has been identified, the design and the foundation work is under progress and the structural clearing up of the site is done to start further construction activities. In addition, the Arvind Indigo Foundation has also started acquiring the artefacts, artwork and collaboration with artists, sculptors and designers on further work.

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 new 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 20 risks identified by the Company includes - 4 Strategic Risks, 14 Operational Risks & 2 Regulatory Risks. Key Strategic Risks include demand destruction/shift, geopolitical issues, supply chain disruption and reputational risks.

Key Operating Risks include customer concentration, vendor concentration, availability of competent human resource, major system outages, industrial safety and cyber security/ data protection. Regulatory Risks include changes in trade agreements, 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.coim/sites/default/files/field_policv_file/Whistle%20Blower%20Policv_n.pdf

18. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2023, the Company has 22 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 http://www.arvind.com/financial-reports

The Company has framed a policy for determining material subsidiaries, which has been uploaded on Company's website at

httDs://www.arvind.com/sites/default/files/field_Dolicv_file/Policv%20on%20Material%20Subsidiaries.Ddf

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.

However, during the year, the Company amended the "Object Clause" of Memorandum of Association of the Company by inserting two new objects viz. (i) establishing separate division for sourcing and imparting customised training to manpower required for various entry level job roles in textile and other industry and (ii) designing, manufacturing and supply of products made from indigo dyes.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 9 (nine) members, of which 5 (five) are Independent Directors. The Board also comprises of one woman Independent Director.

As per the provisions of Section 152(6) of the Act, Mr. Punit Sanjay Lalbhai (DIN 05125502) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment as the Director of the Company.

Ms. Renuka Ramnath (DIN: 00147182) tendered her resignation as an Independent Director of the Company consequent to the other pre-occupation. The Board has taken her resignation on record at the Board Meeting held on 18^th May, 2022 and placed on record its appreciation for the valuable services rendered by Ms. Renuka Ramnath during her tenure as an Independent Director of the Company.

As per the approval received by the shareholders through Postal Ballot, Mr. Punit Sanjay Lalbhai (DIN: 05125502) and Mr. Kulin Sanjay Lalbhai (DIN: 05206878) were re-appointed as Executive Directors of the Company for a further period of five years from 1^st August 2022.

As approved by the Board of Directors of the Company at the Board Meeting held on 1^st August, 2022 and approved by shareholders in Annual General Meeting held on 6^th September, 2022, Ms. Ismet Tehmesp Khambatta (DIN: 00030325) was appointed as an Independent Director of the Company for a period of five years from 1^st August, 2022. In the opinion of the Board, she possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

The Board of Directors of the Company at their meeting held on 25^th January, 2023 accepted resignation of Mr. Swayam Saurabh as Chief Financial Officer as part of internal reorganisation and appointed Mr. Jayesh Kantilal Shah, Whole Time Director as Chief Financial Officer (CFO) of the Company with effect from 26^th January 2023.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Sanjay Lalbhai - Chairman and Managing Director, Mr. Punit Lalbhai - Vice Chairman & Executive Director, Mr. Kulin Lalbhai - Executive Director, Mr. Jayesh Shah -Whole Time Director and Group Chief Financial Officer, and Mr. R.V. Bhimani - Company Secretary; are the Key Managerial Personnel of the Company.

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

httDs://www.arvind.com/sites/default/files/field_Dolicy_file/Nomination%20and%20Remuneration%20Policv.Ddf.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In 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

httDs://www.arvind.com/sites/default/files/field_Dolicy_file/Familiarization%20Programs%20of%20IDs.Ddf

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, 5 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 DreDaration of the annual accounts for the financial year ended 31^st March, 2023 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 ComDany at the end of the financial year and of the Drofit and loss of the ComDany 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/files/field policy file/Related%20Party%20Transactions%20Policy%20 2022.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.

30. AUDITORS

• 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 6^th September, 2022 for a term of five consecutive years. 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.

• Cost Auditors

Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025) 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 2022-23. 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.4 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 2022-23.

The Secretarial Audit Report for the financial year ended 31^st March 2023, 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 REPORT AND 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. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report for the year ended 31^st March 2023 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

34. 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.

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, 2023 is available on the Company's website at

https://www.arvind.com/sites/default/files/field_investor_updates_file/Annual%20Return-%202022-23.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 2022-23, there were 3 complaints that were filed during the year and each of these cases have been investigated, necessary actions have been taken and closed.

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 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.

vi) 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 cooperation and support and look forward to their continued support in future.

By order of the Board

Place: Ahmedabad Sanjay Lalbhai

Date: 18^th May , 2023 Chairman and Managing Director