|
Dear Members,
Your Directors are pleased to present the 95th Annual Report along with
the Audited Financial Statements of the Company for the Financial Year ended March 31,
2026 ("FY 2025-26/FY26").
Financial Results
Highlights of Financial Results for the year are as under:
(Rs. in Crores)
|
Standalone |
Consolidated |
|
Year ended March, 2026 |
Year ended March, 2025 |
Year ended March, 2026 |
Year ended, March, 2025 |
| Turnover & Operating Income |
7,142.95 |
7,632.32 |
9,303.19 |
8,328.81 |
| Profit before Finance Costs, Depreciation and
Amortisation Expenses, |
732.22 |
830.36 |
1,060.74 |
918.59 |
| Extraordinary Items & Tax Expenses |
|
|
|
|
| Less: Finance costs |
149.36 |
160.22 |
164.85 |
165.77 |
| Profit before Depreciation and Amortisation
Expenses, Extraordinary |
582.86 |
670.14 |
895.89 |
752.82 |
| Items & Tax Expenses |
|
|
|
|
| Less: Depreciation and Amortisation Expenses |
216.64 |
216.88 |
290.33 |
258.71 |
| Profit before Share of Profit of a Joint
Venture, Exceptional Items and |
366.22 |
453.26 |
605.56 |
494.11 |
| Tax Expenses |
|
|
|
|
| Less: Exceptional Items |
23.26 |
25.77 |
17.27 |
- |
| Add: Share of profit/(loss) of Joint Ventures |
NIL |
NIL |
6.75 |
-1.24 |
| Profit Before Tax from Continuing Operation |
342.96 |
427.49 |
595.04 |
492.87 |
| Current Tax |
74.63 |
106.30 |
154.90 |
121.90 |
| (Excess)/Short Provision of Earlier Years |
7.68 |
-2.66 |
8.98 |
-2.43 |
| Deferred Tax |
8.57 |
83.57 |
4.19 |
6.02 |
| Profit/(Loss) for the year from Continuing Operation (A) |
252.08 |
240.28 |
426.97 |
367.38 |
| Profit/(Loss) Before Tax for the year from Discontinuing
Operation |
64.64 |
NIL |
NIL |
NIL |
| Tax Expense of Discontinued Business |
19.15 |
NIL |
NIL |
NIL |
| Profit/(Loss) for the year from Discontinuing Operation
(B) |
45.49 |
NIL |
NIL |
NIL |
| Profit for the Year (A+B) |
297.57 |
240.28 |
426.97 |
367.38 |
Company's Performance
FY26 commenced on a stable footing despite a challenging global
macroeconomic environment. During the year, the Company proactively absorbed initial
tariff pressures and strategically realigned its business mix, demonstrating resilience
and operational discipline. These actions helped establish a strong foundation for the
second half of the year, underscoring the Company's ability to adapt swiftly to
evolving market conditions. Consequently, the Company remained well positioned to respond
effectively to ongoing disruptions while continuing to drive growth through market share
gains and deeper customer engagement.
For the full year ended FY26, the Company recorded consolidated revenue
of _9,303 Crores and EBITDA of
_1,061 Crores , translating into an EBITDA margin of 11.4%. Improved
operating performance and disciplined working capital management supported robust free
cash flow generation during the year. As a result, net debt reduced by _112 Crores ,
closing at _1,172 Crores as at year end.
The Company's Balance Sheet has been significantly strengthened
over recent years through a disciplined capital allocation strategy, a streamlined debt
profile, and an optimse capital structure. Consistent free cash flow generation has
further enhanced financial flexibility, positioning the Company to pursue growth
opportunities while maintaining Balance Sheet resilience.
These outcomes reflect the Company's continued commitment to
innovation, customer centricity, and sustainability, along with its proven ability to
navigate a dynamic operating environment with agility and precision. Collectively, these
efforts have further consolidated Arvind's position as a trusted industry leader.
Strategic Developments
On May 06, 2026 the Company announced the acquisition of a ~61%
controlling stake in U.S.-based Dalco GFT through its wholly owned Subsidiary, Arvind
Advanced Materials Limited (AAML). This acquisition marks the Company's entry into
the world's largest technical textiles market.
Dalco GFT, with a revenue base of ~US$100 million, EBITDA margins of
~17%, and ROCE of ~40%, strengthens AAML's portfolio in specialise non woven
materials and significantly enhances its global footprint. The transaction is margin and
EPS accretive from the first year and is expected to unlock meaningful synergies through
cross sourcing, customer expansion, and technology integration, thereby supporting the
Company's long term growth ambitions.
Sustainability and ESG Initiatives
During FY26, the Company made significant progress across its
sustainability agenda:
Commissioned hybrid captive power capacity in partnership with
Torrent Power, achieving 60% captive energy sourcing, thereby reducing dependence on grid
power and lowering Scope 2 emissions.
ReceivedScienceBasedTargetsinitiative(SBTi)approval for its
near-term, long term and net zero targets aligned to FY 2050 reinforcing the
Company's commitment to a credible, science aligned decarbonisation pathway.
Operationalised India's first supercritical CO dyeing
facility, a waterless dyeing technology that eliminates effluent discharge and
significantly reduces energy consumption in wet processing.
Entered into a strategic partnership with Circ Inc. (USA), a
pioneer in hydrothermal textile recycling, to advance fibre to fibre circularity and
enable closed loop solutions for blended fabrics.
Launched India's first industrial scale torrefaction
project in collaboration with Peak Venture, converting agricultural biomass into a clean
coal substitute and directly supporting fuel switching and Scope 1 emission reduction.
As a direct result of these tangible sustainability efforts, Arvind
improved its S&P Global Corporate Sustainability Assessment (CSA) ESG Score to a
record 74. This significantly exceeds the global industry average of 31 and earned the
Company a global ranking of 6th worldwide (and 2nd in India) among peers in the textiles
sector.
Outlook
The evolving geopolitical situation in the Middle East has heightened
uncertainty, impacting input costs, supply chains, and currency movements. While near term
challenges persist, the Company remains well positioned to navigate this environment,
supported by its diversified operations and strong product portfolio, which underpin
margin resilience. Concurrently, the Company continues to focus on aligning stakeholder
interests and enhancing returns over the medium to long term.
A more detailed analysis and commentary on the Company's
performance and outlook are provided in the Management Discussion and Analysis Section of
this Integrated Annual Report.
Dividend
The Board of Directors have recommended a final dividend of _4.50 per
equity share of _10/- each, for the Financial Year ended on March 31, 2026. Dividend is
subject to approval of Members at the ensuing Annual General Meeting and shall be subject
to tax deducted at source. The dividend, if approved by the Members, would involve a cash
outflow of about _117.95 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 and
link for the same is given in "Annexure-A" of this Report.
Transfer to Reserves
During the year under review, the Company has not transferred any
amount to reserves.
Share Capital
The authorised share capital of the Company as on March 31, 2026 was
_674.50 Crores divided into 57.45 Crores equity shares of _10 each and 1 Crores preference
shares of _100 each. During the year under review, there was no change in the Authorised
Share Capital of the Company.
During the year under review the Company has allotted 2,96,666 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 _262.11 Crores
consisting of 26,21,14,640 equity shares of _10 each.
During the year under review, the Company has not issued shares with
differential voting rights and sweat equity shares.
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.
During the year under review, the Board at its meeting held on November
07, 2025 proposed the implementation of existing AL - Employee Stock Option Scheme 2021
("Scheme" or "AL-ESOS 2021" or "ESOS 2021") through
irrevocable employee welfare trust to be set up by the Company for the benefit of
employees and Shareholders and for ease of administration, faster turnaround time for
transfer of shares to employees upon exercise of options, and, wherever necessary, to
facilitate assistance to employees in connection with the exercise of options. Thereafter,
the Shareholders through Postal Ballot Notice dated December 19, 2025 have approved the
said implementation of existing ESOS 2021 through trust route. The AL ESOP Trust was set
up by the Company on March 16, 2026 for administration and implementation of AL
Employee Stock Option Scheme 2021.
Post implementation of the Scheme through ESOP Trust, the Company will
grant, offer, issue and allot in one or more tranches stock options/shares under ESOS 2021
through primary issue or secondary acquisition, at any time to or for the benefit of the
eligible employees of the Company, depending on situational requirements and regulatory
compliances.
For employees, the Trust structure enables cashless exercise, allowing
them to realise value without upfront payment of the exercise price or taxes, thereby
ensuring faster and smoother settlement of ESOP benefits. For Shareholders, the Trust will
acquire shares through secondary acquisition, resulting in no fresh issuance of equity
shares and consequently no dilution of existing shareholding or impact on the
Company's earnings per share. The Trust route therefore provides an efficient,
non-dilutive and stakeholder-friendly mechanism for administering the ESOP Scheme.
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 and Sweat Equity) Regulations, 2021
are set out in Annexure - B'' to this report.
Finance
The Company has repaid the instalments aggregating to _159.96 Crores
during the current Financial Year. Further, the Company has availed fresh long-term
borrowings amounting to _170 Crores during the year. As a result, the total long-term debt
of the Company stands at _353.21 Crores as on March 31, 2026.
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.
Non-Convertible Debentures
During the year ended March 31, 2026, the Company does not have any
outstanding Non-Convertible Debentures. During the year under review, the Company has not
issued/ allotted any Non-Convertible Debentures.
Particulars of Loans, Guarantees or Investments
During the year under review, your Company has made loans, given
guarantees, provided securities and made investments in compliance with Section 186 of the
Act. The particulars of loans, guarantee and investments made during the year under
review, are given in the Notes forming part of the Financial Statements.
Scheme of Arrangement
The Board of Directors at its meeting held on May 06, 2024 approved the
Scheme of Arrangement involving transfer and vesting of the Advanced Materials Undertaking
of Arvind Limited (Applicant Transferor Company') to Arvind Advanced Materials
Limited (Applicant Transferee Company') and their respective Shareholders and
creditors (Scheme') with an appointed date of April 01, 2024. The Hon'ble
National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated August 07, 2025
sanctioned the above-mentioned Scheme of Arrangement. The Scheme became effective from
September 01, 2025, after filing the certified copy of the NCLT Order with ROC.
Corporate Social Responsibility
At Arvind Limited, we believe that thriving businesses can only exist
within thriving societies. This conviction, deeply rooted in the Lalbhai legacy, has
inspired generations of leadership to view business growth and community well-being as
fundamentally intertwined. Over the years, this commitment has manifested in sustained
investments across Education, Environment, Livelihood, Women's Empowerment and Youth
skilling programs that continue to nurture the communities around us.
The Arvind Limited Policy on Corporate Social Responsibility (ALPCSR)
provides formal expression to this enduring belief. Grounded in the spirit of service and
aligned with Schedule VII of the Companies Act, 2013, our CSR initiatives are designed not
for immediate impact alone, but for strengthening resilient communities, enabling
inclusive growth, and ensuring that progress remains a collective endeavour for all.
The Corporate Social Responsibility Policy of the Company is available
on the Company's website and link for the same is given in "Annexure-A"
of this Report.
The disclosures required to be given under Section 135 of the Act read
with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are
provided in the Annual Report on CSR Activities for FY 2025-2026, forming part of the
Report as "Annexure C".
Human Resources
At Arvind, people are not a function of the business they are
its foundation. Our sustained growth is a reflection of the capabilities, commitment, and
character of the individuals who make up this organisation. FY 202526 was a year in
which we invested with intention in building a workforce that is not only ready for the
demands of today, but equipped to lead through the opportunities of tomorrow.
We strengthened the architecture of performance bringing greater
clarity to roles, sharpening goal-setting practices, and embedding a culture where
feedback flows regularly and recognition is meaningful. Structured talent mapping and
purposeful internal mobility enabled us to match evolving business needs with individual
growth aspirations, deepening our leadership pipeline at every level of the organisation.
We made meaningful progress in building an environment where people feel genuinely heard
and supported. Manager capability building, open dialogue frameworks, and robust grievance
mechanisms ensured that accountability and empathy coexist across our teams. At the same
time, we continued our journey of digital integration simplifying core HR
processes, reducing administrative friction, and giving employees better access to the
tools and information that matter to them.
We enter FY 202627 with a stronger, more engaged, and more
capable workforce. Our belief remains unchanged: an organisation where people feel valued,
trusted, and challenged consistently delivers more for its Shareholders, its
customers, and the communities it serves.
Risk Management
The Company has a robust Enterprise Risk Management (ERM) framework
that enables it to strategically take calculated risks to remain competitive and drive
growth, while simultaneously mitigating other risks to ensure long term sustainability and
stable performance.
Under the framework, the Company has laid down 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 half yearly. The top 10 risks
identified by the Company includes 3 Strategic Risks, 6 Operational Risks & 1
Regulatory Risk. Key Strategic Risks include demand destruction/shift, Succession
Planning, geographical concentration. Key Operating Risks include customer concentration,
vendor concentration, availability of competent human resource, cyber security/ data
protection, industrial safety, increase in labour cost and sustainability. Regulatory
Risks include litigation and regulatory compliances.
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.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism through its Whistle
Blower Policy to address instances of fraud, mismanagement, or other unethical conduct.
Details of the Whistle Blower Policy are provided in the Corporate Governance Report and
are also available on the Company's website and link for the same is given in "Annexure-A"
of this Report.
Subsidiaries, Associates and Joint Venture Companies
As on March 31, 2026, the Company has 19 Subsidiary companies (Direct
or Indirect) and 3 Joint Ventures and 2 associate companies.
During the year, Arvind Niloy Exports Private Limited ceased to be the
Subsidiary of the Company and Adient Arvind Automative Fabrics India Private Limited
ceased as Joint Venture of the Company.
Moreover, Arvind PD International FZ LLC and Arvind New Technologies
Private Limited became Subsidiaries of the Company.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company
has prepared Consolidated Financial Statements of the Company and a separate statement
containing the salient features of Financial Statement of Subsidiaries, Joint Ventures and
associates in Form AOC-1, which forms part of this Integrated Annual Report. 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 and are also available on the website
of the Company at www.arvind. com. The Company will also make available these documents
upon request by any Member of the Company interested in obtaining the same.
As on March 31, 2026, in terms of Regulation 16(1)(c) of the SEBI
Listing Regulations, the Company has one material Subsidiary namely Arvind Advanced
Materials Limited. The details of the Material Subsidiary is given in the Corporate
Governance Report forming part of this Report. The Company has framed a policy for
determining Material Subsidiaries, which has been uploaded on Company's website and
link for the same is given in "Annexure-A" of this Report.
Meetings of Board/Committees:
During the Financial Year, 5 (five) meetings of the Board of Directors
of the Company were held. The details of these Board meetings as well as the details of
various Committees constituted/re-constituted by the Board are provided in the section on
Corporate Governance of this Integrated Annual Report.
Directors and Key Managerial Personnel (KMP)
As on March 31, 2026, the Board of Directors consists of 9 (Nine)
Members, of which 5 (five) are Independent Directors. The Board also comprises of two
women Independent Directors.
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of your Company, Mr. Punit Lalbhai (DIN:
05125502) and Mr. Kulin Lalbhai (DIN: 05206878) are liable to retire by rotation at the
ensuing AGM and being eligible, offers themselves for re-appointment.
The Board, on the recommendation of Nomination and Remuneration
Committee (NRC) of the Company, recommends the re-appointment of Mr. Punit Lalbhai and Mr.
Kulin Lalbhai as a Directors for your approval.
Brief details, as required under Secretarial Standard-2 and Regulation
36 of SEBI Listing Regulations, are provided in the Notice of ensuing Annual General
Meeting.
Details of Directors & KMP appointed/reappointed/ceased to be
Directors during the year are as under: Appointments/Reappointments: i. Mr. Gokul
Mrugesh Jaykrishna (DIN:00671652) was appointed as an Independent Director w.e.f.
September 08, 2025 for a term of five years.
Cessations: i. Mr. Susheel Kaul (DIN: 08208011) ceased to be
Managing Director & President (Textiles) w.e.f. closure of business hours on March 09,
2026. ii. Mr. Nilesh Shah (DIN: 01711720) retired as an Independent Director w.e.f. May
06, 2025. iii. Mr. Krunal Bhatt ceased to be Company Secretary and Compliance Officer
w.e.f. the closure of business hours on January 12, 2026.
Details of Directors/Key Managerial Personnels appointed after the
closure of the year under review are as under: i. Mr. Nigam Shah (DIN: 10056383) was
appointed as Whole-time Director designated as "Executive Director" w.e.f. April
03, 2026 for a term of five years. ii. Mr. Pritesh Shah was appointed as Company Secretary
and Compliance Officer of the Company w.e.f. April 03, 2026.
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.
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 and link for the same is given in "Annexure-A" of
this Report.
Familiarisation 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 familiarisation
programme for the Independent Directors to familiarise them with their role, rights and
responsibility as Independent Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc. The details of the
familiarisation programme are explained in the Corporate Governance Report and also
available on the Company's website and link for the same is given in "Annexure-A"
of this Report.
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.
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 March 31, 2026 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.
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 and link for the same is given in "Annexure-A"
of this Report.
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 September 06, 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 Integrated Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report. The
Statutory Auditors have confirmed their eligibility and that they are not disqualified
from continuing in office as the Statutory Auditors of the Company.
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 Financial Year
2026-27. 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.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Cost Auditors in their Report. The Cost Auditors have confirmed that they are not
disqualified to be appointed as a Cost Auditor and are eligible to hold office as Cost
Auditor of the Company. 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
M/s. Hitesh Buch & Associates, a firm of Company Secretaries in
practice, was appointed as the Secretarial Auditor of the Company at the Annual General
Meeting of the Company held on August 08, 2025 for a term of five consecutive years.
The Secretarial Audit Report for Financial Year ended March 31, 2026,
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,2015isannexedherewithas"Annexure-D".
The Secretarial Audit Report does not contain any qualifications,
reservation or adverse remarks except in respect of Regulation 17(1) of the Listing
Regulations with regard to composition of Board for a specific time period which was
subsequently complied by the Company. The Secretarial Auditors have confirmed that they
are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold
office as Secretarial Auditor of the Company.
The Annual Secretarial Compliance Report, issued in accordance with
Regulation 24A of the Listing Regulations, forms part of this Report as "Annexure
D" and was duly submitted to the Stock Exchanges within
the prescribed timeline of 60 days from the end of the Financial Year.
As per the requirements of SEBI Listing Regulations, the Practicing
Company Secretary (PCS) appointed by Material Subsidiary of the Company undertook
secretarial audit for FY 2025-26. Secretarial Audit Report issued by such PCS confirms
that the said Material Subsidiary has complied with the provisions of the Act, rules,
regulations and guidelines and that there were no deviations or non- compliances. The said
secretarial audit report forms part of this Integrated Annual Report as "Annexure
D".
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.
Corporate Governance Report and Management Discussion and Analysis
The Corporate Governance Report and Management Discussion and Analysis,
which form part of this Report, together with the Certificate from the Secretarial Auditor
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.
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.
Compliance with the Maternity Benefit Act:
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time.
All eligible women employees have been provided with the benefits
stipulated under the Act, including maternity leave and other prescribed statutory
entitlements.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report for the year
ended March 31, 2026 as stipulated under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this
Integrated Annual Report.
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 - E".
Credit Rating
The Company's financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agencies. The details of credit rating are
disclosed in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Extract of the Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
annual return for FY 2025-26 has been uploaded on the Company's website and can be
accessed at:- https:// www.arvind.com/sites/default/files/annual_reports/
Draft%20Annual%20Return%202025-26.pdf
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 F" to this report.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Arvind is unequivocal in its commitment to a workplace that is safe,
dignified, and inclusive for every individual. We maintain a zero-tolerance policy towards
sexual harassment in any form, and our practices are fully aligned with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
The Arvind Internal Complaints Committee (AICC) operates with complete
independence and clearly defined authority. Its composition, mandate, and accessibility
are communicated transparently across the organisation. All Committee Members undergo
formal training to ensure that proceedings are conducted with sensitivity, fairness, and
procedural integrity. This is complemented by regular awareness sessions across teams,
reinforcing behavioural expectations and ensuring that every employee knows their rights
and the channels available to them.
For the Financial Year 202526, the AICC received nil complaints.
We regard this as a reflection of the trust employees place in our culture and in the
processes we have built and as a commitment we continue to honour with the same
seriousness with which it was earned.
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. Material
Changes have taken place from the end of the Financial Year till the date of this report
including material change in the nature of business of the Company.
II. Material orders passed by the Regulators/Courts which would impact
the going concern status of the Company and its future operations.
III. Fraud reported by the Statutory Auditors, Cost Auditors and
Secretarial Auditors to the Audit Committee or the Board of Directors of the Company.
IV. Payment of remuneration or commission from any of its holding or
Subsidiary companies to the Managing Director/Whole Time Director of the Company.
V. 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).
VI. Details of any application filed for corporate insolvency under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
VII. One time settlement of loan obtained from the banks or financial
institutions.
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: May 15, 2026 |
Chairman |
|