5. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2026, and May 06, 2026 (date of the report).

During March 31, 2026, and May 6, 2026, no material change and commitments have taken place which may affect the financial position occurred in the Company.

6. Transfer to Reserve

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

7. Share Capital

As on March 31, 2026, the authorised capital of the Company stands at ^75,00,00,000 Divided into 18,75,00,000 equity shares of Rs. 4 each. The paid-up equity share capital of the Company is ^53,45,21,200 consisting of 13,36,30,300 fully paid equity shares of Rs. 4 each and Rs. 49,378 consisting of 24,689 partly paid equity shares of Rs. 2 each.

During the year under review, the Company has allotted 3,54,479 Equity Shares of Rs. 4 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employee Stock Option Scheme 2016 and Employee Stock Option Scheme 2022 of the Company.

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

8. Employee Stock Option Schemes (ESOS)

The Company has instituted the Employees Stock Option Scheme (ESOS) 2016, 2018, 2022 and 2025

to grant equity-based incentives to certain eligible employees and Directors of the Company and its subsidiary Companies, i.e. in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (‘'SEBI ESOP Regulations").

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

9. Deposits

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

10. Non-convertible Debentures

During the year ended March 31, 2026, the Company does not have any outstanding Non-Convertible Debentures. During the year ended March 31, 2026, the Company has not issued/allotted any Non-Convertible Debentures.

11. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

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

12. Maintenance of Cost Records

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 are not applicable to the Company, as the Company is not engaged in any of the activities specified in the Companies (Cost Records and Audit) Rules, 2014.

13. Consolidated Financial Statements

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

14. Corporate Social Responsibility (CSR)

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

15. Credit Rating

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

On January 8, 2026, CARE Ratings Limited has reaffirmed the rating of CARE A, Positive/CARE A1.

16. Human Resources

In FY2026, your Company placed its people at the core of its strategic agenda, with a renewed focus on strengthening the foundations of its People Practices. Recognising that sustainable business success is intrinsically linked to employee wellbeing, engagement, and capability, the organisation continued to invest in creating an environment that fosters transparency, open communication, and empowerment.

Marking the year as a phase of reset, Company sharpened its People Practices by building stronger systems and processes while fostering a progressive, high-performance culture. These efforts collectively reinforce the organisation's commitment to nurturing talent, enhancing employee experience, and enabling every individual to contribute to and succeed in Company's growth journey.

FY2026 marked a pivotal year for Company as the organisation consciously reset its cultural foundations by articulating a clear Vision, Mission, Values, and Ways of Working. This was not positioned as a

standalone exercise, but as a strategic effort to define the ethos and operating DNA of the organisation, establishing not just what Company aims to achieve, but how it will consistently deliver on its ambitions. A structured approach was adopted to embed this cultural framework across the organisation. Leadership alignment sessions ensured that senior leaders were not only sponsors but role models of the defined ethos. This was followed by organisation-wide cascade (through Townhalls), enabling employees across brands and functions to connect their roles to the larger vision and understand how their day-to-day actions contribute to organisational success.

During the year, the Talent Acquisition function successfully onboarded 209 employees, strengthening organisational capabilities-across levels and functions. The hiring approach was guided by the need to build a balanced and sustainable talent pyramid. A significant proportion of hires (129) were at the Executive to Assistant Manager levels, ensuring a strong foundation of early and mid-career talent. This was complemented by 51 hires at the Manager to Senior Manager levels, enhancing functional depth and execution capability, and 19 leadership hires (Deputy General Manager & General Manager) to further strengthen strategic and business leadership.

In FY2026, Company took a significant step towards strengthening a high-performance culture through the introduction of a structured goal-setting framework based on Objectives and Key Results (OKRs). This transformation was anchored in three core principles— clarity of goals, accountability for performance, and measurable outcomes—ensuring a strong alignment between individual contributions and the organisation's strategic priorities.

In FY2026, Company continued to advance its Learning & Development (L&D) agenda as a strategic Centre of Excellence, focused on building critical capabilities, accelerating talent readiness, and enabling sustained business performance. Anchored in a philosophy of continuous learning, the L&D ecosystem was designed to deliver impact at scale through an integrated blend of classroom interventions, digital learning, and experiential development journeys. During the year, the organisation delivered over 21,000 learning hours, translating to an average of two man-days of learning per employee. A total of 43 instructor-led programs were conducted, achieving an average participant feedback score of 4.7, reflecting strong relevance, engagement, and effectiveness of learning interventions.

In FY2026, Company strengthened its organizational culture through a series of thoughtfully designed engagement initiatives, aimed at fostering wellbeing,

inclusivity, transparency, and a strong sense of belonging. These initiatives were anchored in the belief that a connected and engaged workforce is central to delivering sustained business performance.

17. Statement concerning development and implementation of Risk Management policy of the Company

The Board of Directors has formed a Risk Management Committee to oversee the Risk Management plan. As on March 31, 2026, the Committee comprises the following Directors: -

i. Mr. Nagesh Pinge - Chairman

ii. Ms. Amisha Jain - Member

iii. Mr. Suresh Jayaraman - Member

iv. Mr. Nilesh Shah - Member

v. Ms. Ananya Tripathi - Member

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

18. Internal Financial Controls

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

19. Vigil Mechanism

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

20. Subsidiaries/Controlled Entities/Associates

As on March 31, 2026, the Company has following 3 subsidiary Companies and 1 Controlled Entity Jointly Owned with PVH BV.

Subsidiaries - Arvind Lifestyle Brands Limited, Arvind Youth Brands Private Limited, Value Fashion Retail Limited

Controlled Entity Jointly Owned with PVH BV - PVH

Arvind Fashion Private Limited

21. Change in the Nature of the Business

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

22. Directors & Key Managerial Personnel

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

As per the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Article of Association of the Company, Mr. Kulin Lalbhai (DIN: 05206878) and Mr. Punit Lalbhai (DIN: 05125502), shall retire by rotation at the ensuing Annual General Meeting and being eligible, shall offer themselves for re-appointment as the Directors of the Company.

Cessation:

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

During the year under review, Ms. Amisha Jain was appointed as the MD & CEO on August 13, 2025 and Mr. Shailesh Chaturvedi, resigned from his position as the MD & CEO of the Company w.e.f. September 30, 2025. Therefore, as per the provisions of Section 203 of the Companies Act, 2013, Ms. Amisha Jain as Managing Director & CEO, Mr. Girdhar Kumar Chitlangia as Chief Financial Officer and Ms. Lipi Jha as Company Secretary are the Key Managerial Personnel of the Company.

23. Board Evaluation

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

Further, to comply with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors, which was held on March 18, 2026.

24. Nomination & Remuneration Policy of the Company

25. Familiarisation programme for the Independent Directors

26. Declaration of Independence

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

27. Board/Committee meetings held during the year

During the year under review, thirty-eights Board/ Committee meetings were held which included seven Board meetings, five Audit Committee meetings, three Nomination and Remuneration Committee meetings,

one Stakeholders Relationship Committee meetings, two Risk Management Committee meetings, one Corporate Social Responsibility Committee meeting, one Independent Director meeting and eighteen Committee of Directors meetings.

28. Committees of the Board

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

During the year under review, the Committee of Directors ("COD"), the Stakeholders Relationship Committee ("SRC") and the Risk Management Committee ("RMC") were reconstituted by way of addition of Ms. Amisha Jain and removal of Mr. Shailesh Chaturvedi due to his resignation as a Member of the Committees.

Composition of Committee of Directors:

The Committee of Directors consists of the following Members.

i. Mr. Sanjay S. Lalbhai - Non-Executive, Non

Independent Director

ii. Mr. Punit Lalbhai - Non-Executive, Non

Independent Director

iii. Mr. Kulin Lalbhai - Non-Executive, Non

Independent Director

iv. Mr. Suresh Jayaraman - Non-Executive, Non

Independent Director

v. Ms. Amisha Jain - Managing Director & CEO

Composition of Stakeholder Relationship Committee:

The Stakeholder Relationship Committee consists of the following Members.

i. Mr. Kulin Lalbhai - Non-Executive, Non

Independent Director

ii. Mr. Nilesh Shah - Non-Executive, Independent Director

iii. Ms. Amisha Jain - Managing Director & CEO

iv. Mr. Govind Shrikhande - Non-Executive, Independent Director

Composition of Risk Management Committee:

i. Mr. Nagesh Dinkar Pinge - Non-Executive, Independent Director

ii. Mr. Suresh Jayaraman - Non-Executive, NonIndependent Director

iii. Mr. Nilesh Shah - Non-Executive, Independent Director

iv. Ms. Ananya Tripathi - Non-Executive - Independent Director

v. Ms. Amisha Jain - Managing Director & CEO

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

29. Directors' Responsibility Statement

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

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

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

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

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

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

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

30. Related party transactions under section 188 of the Companies Act, 2013

All the related party transactions are entered on arm's length basis, in the ordinary course of business and

are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnels etc. which may have potential conflict with the interest of the Company at large, or which warrants the approval of the Shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related 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.

31. 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.

32. Auditors Statutory Auditors

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

Further, the Audit Committee and the Board of Directors in their meeting held on May 06, 2026 approved and recommended to the members of the Company for the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) for a next term of 5 (five) consecutive years.

Secretarial Auditors

The members of the Company in their Annual General Meeting held on August 26, 2025 appointed M/s. N.V. Kathiria & Associates, Practicing Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for a term of 5 (Five) consecutive years, to hold office from Financial Year 2025-2026 till Financial Year 2029-2030.

The Secretarial Audit Report for the 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure-CThe Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

33. Enhancing Shareholder's Value

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

34. Corporate Governance Report and Management Discussion & Analysis Report

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

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

35. Compliance with Secretarial Standards

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

36. 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 Annual Report.

37. Information on Conservation of Energy, Absorption of Technology and Foreign Exchange Earnings and Outgo

a. Conservation of Energy

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

b. Energy Efficiency

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

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

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

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

Environmental Contribution: By reducing

energy consumption and minimising the need for replacements, this project contributes to our sustainability goals and reduces our carbon footprint.

The Company has installed motion sensor LED lights for energy management within its warehouse operations in FY25 that indicated a reduction potential of 5%-8% in the energy demand. The same is being evaluated and implemented for upcoming new warehouses as well. Arvind Fashions state of the art warehouse facility at Hoskote, Karnataka is currently undertaking the procedures of Green Building Certification that further represents Arvind's commitment to contribute towards reducing Green House Gas emission.

The Company has replaced 690 light fitting with LED in its corporate office at Bangalore resulting in less energy consumption, increase in lighting and cost saving in corporate office for the last one year in Company has replaced 690 light fitting with LED resulting in less energy consumption, increase in the lighting and also cost saving. CFL light fittings in the guest house of the Company was replaced with LED light fittings resulting in cost saving and energy consumption.

c. Renewable energy

The Company has signed an agreement with wheel solar power from an independent power producer in FY19 for a period of 9 years expected to cover 8095% of the energy demand at the corporate office. We have a potential of mitigating ~1,030 tons of carbon dioxide on an annual basis.

Company is exploring the potential of shifting its warehouses to renewable energy in the near future. The preliminary survey for the installation of rooftop solar panels is conducted by the external agencies.

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

d. Absorption of technology

The Company has not absorbed any technology.

e. Foreign Exchange Earnings and Outgo

39. Particulars of Employees

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

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - D to this report.

40. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013

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

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

During the Financial Year 2025-26, there were no incidences of sexual harassment reported during the year under review.

41. General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review.

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

ii. Payment of remuneration or commission from any of its holding or subsidiary companies to the

Managing Director/Whole Time Director of the Company.

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

iv. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution

Process under the Insolvency and Bankruptcy Code, 2016.

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

42. Acknowledgement

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