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Aditya Birla Fashion & Retail Ltd
Textiles - Products
BSE Code 535755 ISIN Demat INE647O01011 Book Value 68.83 NSE Symbol ABFRL Dividend Yield (%) 0 Market Cap ( Cr.) 10,284.41 P/E 0 EPS 0 Face Value 10

(INCLUDING MANAGEMENT DISCUSSION AND ANALYSIS)

Dear Members,

Your Company's directors hereby present the 18th Annual Report in the form of 2nd Integrated

Report together with the audited financial statements of the Company for the financial year ended March 31, 2025 ("year under review/ FY 2024-25").

MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The year under review unfolded against a backdrop of moderate global economic recovery amidst inflationary pressures and geo-political instability. While inflation showed signs of easing; heightened geopolitical tensions, trade barriers, and policy uncertainties—exacerbated by major election cycles in key economies —added layers of unpredictability. Monetary policy, particularly interest rate adjustments, remained a central focus for several major economies.

According to the IMF's April 2025 World Economic Outlook, global GDP growth is projected at 2.8% for 2025 and at 3.0% for 2026, indicating a moderate but steady growth rate. Global inflation is expected to continue its downward trend, but geopolitical tensions and trade uncertainties remain significant risks to the global economy. Navigating this turbulent landscape shall demand strategic agility and resilience, and a keen focus on delivering consistent growth while adapting to shifting global currents.

Notably, India continues to outpace other major economies, reaffirming its position as the world's fastest-growing large economy amidst global headwinds. It has seen rise in consumer spending led by rate cuts, easing inflation and slew of government measures. However, discretionary spending patterns remain uneven, reflecting shifts in consumer priorities at different points in time and economic uncertainties.

Indian Economy Overview

India's economy exhibited strong resilience amid global headwinds, achieving an estimated real GDP growth of 6.5% in FY 2024 25, according to the Ministry of Statistics and Programme

Implementation. Growth was primarily driven by robust expansion in the services and construction sectors, alongside a recovery in manufacturing and domestic consumption.

India's economic outlook for FY 2025 26 remains broadly positive, with growth expected in the range of 6 7%, supported by resilient domestic demand, government capital expenditure and a strong services sector. The broader sentiment continues to be positive, despite some moderation in urban consumption and investment activity. Easing inflation, a positive monsoon outlook, and recent personal tax cuts/rebates have boosted consumer confidence, which is likely to spur household spending—a crucial driver of India's economic growth. Structural reforms and accommodative monetary policy are also expected to play a supportive role in sustaining economic momentum. In June 2025, the RBI cut the key repo rate to 5.5%, signaling a growth-oriented stance. Coupled with liquidity infusion measures, the move is aimed at boosting demand and encouraging investment. Ongoing reforms in infrastructure and labor markets, along with the government's focus on capital expenditure, are expected to support long-term growth.

Over time, rising urbanization, a growing middle class and increasing disposable incomes are expected to drive sustained consumption growth in India. Continued improvements in infrastructure, digital connectivity, and financial inclusion are expanding market access, particularly in semi-urban and rural areas. Additionally, investments in education and skill development are gradually enhancing productivity and supporting higher household incomes, laying a strong foundation for broad-based consumption-led growth.

Despite global uncertainties, India's economic outlook remains promising, supported by strategic policies, accommodative monetary measures and robust domestic demand.

Industry Review Global Apparel Industry

The global apparel industry, valued at $1.84 trillion in 2025, demonstrated strong resilience, successfully navigating a year of economic headwinds and geopolitical uncertainties. Brands that embraced operational flexibility, diversified supply chains, and accelerated digital expansion outperformed competitors. Consumer preferences shifted towards value-for-money offerings, premiumization and multi-purpose apparel, fueling recovery across categories. Looking ahead, the industry is projected to grow to $1.9 trillion by 2026, driven by:

New consumption hotspots emerging in regions like South Asia, Southeast Asia, and South America

Sustained momentum in omni-channel retail

Rising demand for sustainable and ethically produced fashion

Increased preference for comfort-led, versatile designs

Brands that proactively align with these trends—prioritizing innovation, supply chain agility, and customer-centric strategies—will be best positioned to capture future growth and strengthen market leadership.

Indian Apparel Industry

The Indian apparel industry experienced a moderate recovery in FY 2024 25, aided by easing inflation and a gradual uptick in consumption demand. However, the recovery remained uneven, with the sector continue to grapple with challenges such as inconsistent footfalls, reliance on occasion-driven purchases and subdued urban discretionary spending.

In response, retailers adopted a more structured approach to growth, focusing on store footprint optimization, enhancing omni-channel capabilities and tightening inventory management to preserve margins and reduce overstock risks. Consumer engagement strategies also evolved, with brands investing in personalized and narrative-driven merchandising and curated assortments to deepen brand affinity.

The Indian apparel market reached 9.3 lakh crore in FY 2025, registering a CAGR of 11% since FY 2019. The market is expected to surpass 14 lakh crore by FY 2030, fueled by rising disposable incomes, rapid urbanization, growing brand consciousness, and the continued expansion of organized retail and e-commerce—particularly across semi-urban and lower-tier cities. Technological advancements are also accelerating this growth trajectory. Innovations such as virtual try-ons, AI-driven product recommendations, and personalized shopping experiences are reshaping consumer interactions while helping brands improve operational efficiency, reduce returns, and drive conversion rates. As digital adoption deepens and consumer expectations evolve, brands that leverage technology, invest in innovation, and build agile supply chains with robust inventory and demand management capabilities will be best positioned to capture the next wave of growth in the Indian apparel sector.

The fashion industry can be categorized into five key themes, each driven by unique factors and poised for significant growth.

1. Western Wear: Sustained momentum driven by urbanization, rising workforce participation and global fashion influence.

2. Value Fashion: Strong relevance continues due to price-conscious consumers, wider retail reach, and efficient sourcing.

3. Ethnic Wear: Remains central to occasion-led demand, blending traditional preferences with modern design.

4. Luxury Fashion: Steady growth supported by rising affluence, aspirational buying, and digital access to premium brands.

5. Digital Fashion: Gaining early traction as virtual platforms evolve, with long-term potential in immersive retail and brand engagement.

Key Trends in the Indian Apparel Industry Shift to Organized Retail

Rising demand for quality, service consistency, and brand trust is accelerating the move from unorganized to organized retail, especially in Tier II & III cities. Organized players are expanding footprint aggressively, innovating better store formats, rolling outloyalty programs and driving omnichannel integration. This shift is also formalizing supply chains, improving compliance and driving higher customer lifetime value.

Gen-Z & Millennial Influence

Young consumers are driving trend-led, expressive fashion, pushing brands toward faster product cycles, influencer collaborations, and cultural relevance. They demand authenticity, inclusivity, and real-time trend adoption, reshaping how brands design and communicate. Social commerce and creator-led content are now central to brand discovery and purchase decisions.

Personalization & Experience

AI-powered recommendations, virtual try-ons, and personal shopping services are reshaping retail, offering tailored experiences and deeper loyalty. Brands are blending digital convenience with in-store personalization, creating hybrid experiences that drive engagement. Experiential retail is emerging as a differentiator, making shopping more immersive and interactive.

End-to-End Digitization

Technology is streamlining design-to-delivery with digital sampling, 3D prototyping, and demand forecasting—boosting agility and reducing waste. This enhances speed to market and minimizes inventory risk, critical in a fast-evolving fashion landscape. Data-driven merchandising is enabling smarter, more profitable decision-making at scale.

Digital-Led Brand Building

Brands are shifting from traditional marketing to story-driven, interactive digital engagement via social media, influencers and communities. Content creation is now two-way, with consumers co-creating trends and narratives alongside brands. Always-on digital marketing keeps brands relevant and constantly connected with consumers.

Sustainability & ESG

Sustainability is now a core business priority, with brands adopting eco-friendly sourcing, responsible production, and transparent ESG reporting. Consumers are actively choosing brands with visible sustainability credentials, forcing the industry to take tangible decisive steps towards sustainability.

Category Expansion

Apparel players are diversifying into innerwear, footwear, accessories, and beauty, building broader lifestyle portfolios and unlocking new growth. This strategy enhances wallet share, reduces category dependency and creates ecosystem stickiness. Cross-selling and bundling are becoming integral to driving higher transaction values and customer retention.

Business Overview

A key strategic milestone in FY 2025 was the successful demerger of Aditya Birla Lifestyle Brands Limited (ABLBL) from Aditya Birla Fashion and Retail Limited (ABFRL), effective May 1, 2025. This transformative move resulted in the creation of two independent focused entities - ABFRL and ABLBL - each enabled to pursue a clear and distinct strategy and unlock differentiated value for stakeholders.

Together, the two entities comprehensively cover the entire fashion landscape—ABLBL driving growth in the western wear category, while ABFRL expands its leadership across masstige/ value retail, ethnic, luxury, and digitally-led brands. This dual-entity structure allows the Aditya Birla group to cater to diverse consumer segments, offering both established market-leading and emerging fashion brands.

Both businesses are now at a strategic inflection point, supported by a proven and successful playbook, with the following capabilities in place to drive their next phase of growth.

Aditya Birla Lifestyle Brand Limited (ABLBL)

ABLBL: Building a Lifestyle Powerhouse

Post-demerger, ABLBL operates a robust portfolio of lifestyle brands, including market-leading names such as Louis Philippe, Allen Solly, Van Heusen, Peter England, and Simon Carter, alongside youth-focused American Eagle, sportswear brand Reebok, and innerwear business under Van Heusen Innerwear. The company's strategy is centered on scaling core brands, expanding product portfolios, and deepening distribution across channels—driving sustainable, long-term growth in the premium lifestyle space.

History

In the years leading up to the 2000s, Louis Philippe, Van Heusen, Allen Solly, and Peter England established a dominant presence in India's formal and premium office wear segment. Each brand successfully carved out a unique niche, strategically catering to distinct consumer needs. In 1999, the Aditya Birla Group (ABG) acquired Madura Garments, gaining ownership or exclusive licensing rights for all four brands. By 2004, the business transitioned from a wholesale-driven model to a retail-led strategy, rapidly expanding its exclusive brand outlet network and deepening direct consumer engagement. Over time, the brands expanded beyond their formalwear roots, entering casual wear, sportswear, kids wear, and women's apparel, broadening their relevance in everyday fashion. The group further ventured into the innerwear category with Van Heusen, building a trade-led distribution model, and later diversified into youth western wear and sportswear by adding global brands like American

Eagle and Reebok to its portfolio.

A Robust, Scalable Business with Strong Fundamentals

Today, Aditya Birla Lifestyle Brands Limited (ABLBL) operates as a formidable premium lifestyle platform, participating in a large and growing total addressable market (TAM) with a proven and scalable operating model.

Over the years, the business has achieved a leadership position, consistently delivering:

Steady revenue growth

Strong and stable profitability

Positive cash flow

High Return on Capital Employed (ROCE)

In addition to its core categories, ABLBL has strategically expanded into high-growth segments such as innerwear, sportswear, and youth casual wear, positioning itself for continued momentum.

Post de-merger and listing, ABLBL is set for the next phase of growth, suitably funded by internal cash generation. The Company is targeting to double its size over the next five years, aiming for double-digit CAGR alongside improved profitability. Having consistently delivered positive operating cash flows (pre-Ind AS), it now aspires to become a dividend-distributing entity soon and plans to achieve a debt-free status within next 2 3 years.

A Future-Ready Premium Lifestyle Platform

ABLBL stands today as India's most formidable premium lifestyle brand platform—built on the backbone of strong operational excellence perfected over years and powered by strong brands, innovation led culture and industry leading talent.

FY25 ABLBL Performance Highlights

ABLBL continued to demonstrate a robust and profitable growth trajectory, with a marked improvement in performance during the second half of the year. The business delivered mid single-digit like-to-like retail growth, driven by consistently robust retail execution, continued product innovation, and a sharp focus on enhancing customer experience. At the same time, the company strategically rationalized low-margin channels and enhanced the overall quality of its distribution network. ABLBL reported normalized revenue of 7,830 crores with an normalized EBITDA margin of

16.2%, a 100-bps improvement over the previous year. Full year revenue under discontinued operations stood at 7619 Cr. As on March 31, 2025, ABLBL had a retail space spanning over 4.6 million sq.ft. across India, further a strong network of 3,253 brand stores and presence across 38,000+ multi-brand outlets and 7000+ shop-in-shop across departmental stores.

a) Lifestyle Brands

Your Company's Lifestyle Brands segment comprises four of India's most iconic apparel brands Louis Philippe, Van Heusen, Allen Solly, and Peter England. Each brand is uniquely positioned to cater to diverse consumer preferences across formal and casual wear categories, while consistently reinforcing their distinct value propositions:

Louis Philippe: Lead excellence in fashion, responsibly

Van Heusen: Empower achievers to build a better world

Allen Solly: Make dressing-up fun, responsibly

Peter England: Make High-Quality Fashion affordable

With one of the strongest and most versatile brand portfolios in the Indian fashion industry, the Lifestyle Brands segment continues to set industry benchmarks and redefine market standards. Spanning multiple categories, price points, and consumer occasions, the brands have maintained deep-rooted consumer trust and aspirational appeal, reaffirming their salience amongst Indian shoppers.

In FY25, the Lifestyle Brands delivered a revenue of 6,575 crore and an EBITDA margin of 19.3%, reflecting both operational excellence and brand strength

Despite a challenging external environment, the Lifestyle Brands have retained leadership across core categories, driven by:

Timeless design and innovation

• Consistent product upgradation with modern blends and premium finishes

• A differentiated brand identity and strong customer recall

The brands have strengthened their portfolio by catering to a broad spectrum of price points, while actively pursuing product premiumization and category expansion. This includes deeper plays in casual wear, wedding collections and non-apparel segments, ensuring relevance across evolving consumer needs.

Aligned with a strategy of profitable expansion, the Lifestyle Brands undertook multiple initiatives in FY25:

Product premiumization to drive higher value per transaction

• Markdown management to protect margins and reduce discount dependency

• Rationalization of low-profitability channels and selective network optimization

These measures have contributed to robust like-to-like sales growth while continuously improving the profitability profile of the business.

As of March 31, 2025, the Lifestyle Brands network includes 2,900+ stores (including value stores), a franchisee-led expansion model supporting scalable growth and a robust omnichannel ecosystem, integrating offline and digital retail for seamless consumer engagement.

The Lifestyle Brands continue to stand as a testament to the Company's legacy of innovation, quality and customer-centricity. As India's fashion landscape evolves, these brands are well-positioned to lead the next phase of growth—shaping consumer preferences, redefining trends, and setting new standards for how India dresses.

Lifestyle brands (Retail KPIs)

FY19 FY20 FY21 FY22 FY23 FY24 FY25
LTL value growth 5% 5% -20% 46% 40% -8% 4%
No. of Stores* 1,980 2,253 2,379 2,522 2,650 2,679 2,489
Total Retail Area* (Mn. sq.ft.) 2.56 2.83 3.01 3.24 3.55 3.73 3.50

*excluding value stores b) Emerging Brands

American Eagle has continued to strengthen its foothold in the Indian market, building on its global reputation for trend-driven, comfortable casualwear. The brand's positioning resonates deeply with India's young, aspirational demographic, quickly establishing it as one of the top choices for premium denim and casual fashion in the country. In FY25, the brand recorded impressive double-digit year-over-year growth, fueled by robust like-to-like retail performance and an expanding distribution footprint.

Today, American Eagle operates 68 stores across 30+ cities, alongside a growing presence in over 200 departmental stores and multi-brand outlets. This expanding geographic footprint reflects the brand's rising popularity and increasing traction among Indian consumers.

Reebok a globally recognized sportswear brand, continues to make strong strides in the Indian market with its high-performance footwear, apparel, and accessories. Since its acquisition in FY2022, Reebok has significantly strengthened the company's presence in the youth-oriented activewear segment, complementing the lifestyle portfolio with its rich heritage in fitness, innovation, and athleisure.

Operating on a well-established and profitable retail model, Reebok has witnessed renewed consumer interest, fueled by the rising adoption of active lifestyles and the growing focus on health and wellness across both urban and semi-urban markets. In FY25, the brand expanded its footprint by opening 25 new stores, taking its total presence to over 170 exclusive outlets nationwide.

Over the past year, Reebok has strategically diversified its product range across key categories such as walking, running, training, and lifestyle wear, while reinforcing its positioning in the fast-growing athleisure market. Innovations like MAXFOAM+,

SPACEFOAM for Women, ZIGNITION, FLOATZIG, and NANOGYM have further elevated its appeal amongst India's fitness-conscious and style-driven youth.

Van Heusen Activewear, Athleisure and Innerwear

Your company's foray into the innerwear and athleisure segment through Van Heusen

Innerwear & Athleisure has witnessed noteworthy success since its launch in 2016. The brand has rapidly scaled operations, driven by a sharp product strategy, continuous innovation and strong channel execution. Today, Van Heusen's innerwear and athleisure range is available across 36,500+ trade outlets and 100+ Exclusive Brand Outlets (EBOs), with an additional 1,500+ new counters added in FY25. The brand also maintains a strong presence across leading departmental stores and e-commerce platforms, driving comprehensive consumer coverage across channels.

Van Heusen Innerwear offers a thoughtfully curated collection for men, women, and kids, blending stylish designs with advanced product features that prioritize comfort, fit, and everyday wearability. The brand continues to drive growth in this segment through fabric innovation, ergonomic fits and category expansion. Key product innovations include Classic+, Vitals, Layer Zero, and Invisibles, each catering to specific consumer needs while maintaining the brand's hallmark of sophistication and quality.

Marketing efforts have been significantly scaled up, with national television campaigns and strategic collaborations with influencers to amplify brand reach and deepen consumer engagement. These initiatives are crafted to enhance Van Heusen's visibility in tis category and strengthen its connect with India's evolving lifestyle-conscious audience.

By seamlessly combining style, comfort, and functionality, Van Heusen Innerwear &

Athleisure is well-positioned to capture the growing demand in India's premium athleisure lifestyle and fitness apparel market.

Aditya Birla Fashion and Retail Limited (ABFRL)

Strategic Portfolio at an Inflection Point

The demerged Aditya Birla Fashion and Retail Limited (ABFRL) is at a pivotal growth phase, with its diverse portfolio spanning both high-growth traditional categories such as ethnic and western wear, and emerging, previously underpenetrated segments like Gen Z fashion and luxury apparel. Each business vertical is steadily scaling towards its full potential, positioning the company to capture significant market opportunities across India's evolving fashion landscape.

In its new structure, ABFRL emerges as a high-growth fashion platform with a multi-vertical architecture, targeting diverse consumer segments: o Masstige & Value Fashion: Led by Pantaloons and Style Up, offering aspirational yet affordable fashion to a broad customer base o Ethnic Portfolio: India's most expansive ethnic wear collection spanning everyday wear to occasion wear—features exclusive collaborations with designers like Sabyasachi, Tarun Tahiliani, House of Masaba, and Shantnu & Nikhil, along with premium brands such as TCNS, TASVA, and Jaypore o Luxury and Super Premium: Rapidly scaling through The Collective, a curated set of luxury mono brands and the launch of Galeries Lafayette, marking a significant step in building India's luxury fashion ecosystem o TMRW: A pioneering digital-first platform nurturing a portfolio of emerging fashion and lifestyle brands, targeting digitally native, modern consumers.

Building India's Most Versatile Fashion Platform

With a sharpened brand portfolio, strong balance sheet, and consistent margin momentum,

ABFRL is evolving into one of India's most versatile and dynamic multi-format, multi-brand fashion platforms. In short span of time, we have successfully built

The largest ethnic wear portfolio

A leading luxury retail platform

A dominant masstige and value retail presence

The largest digital-first brands portfolio

The company's long-term vision is to achieve & strengthen its market leadership across all key segments in the next 5 10 years, firmly positioning itself at the forefront of India's growing fashion and lifestyle industry.

ABFRL Financial Highlights

Particulars

FY24 FY25
Revenue 13,996 7,355
EBITDA 1,703 854
EBIT 48 (312)
PBT (829) (880)
PAT* (736) (624)
EBITDA% 12.2% 11.6%
EBIT% 0.3% -4.2%
PBT% -5.9% -12.0%
PAT% -5.3% -8.5%
Capital Employed 14,822 12,230
ROCE 0.3% -2.6%
Net Debt Equity Ratio 0.6 (0.1)

1) * FY25 PAT includes exceptional gain of Rs. 161.55 Crs.

2) Also, please note FY24 and FY25 financials are not comparable on account of De-merger and Merger in FY24 & FY25.

Corporate Action: Fund Raise

To support its ambitious growth plans and strengthen long-term financial health, ABFRL successfully raised 4,239 Cr during the year. This included a preferential issue of 2,379 Cr, led by the promoter group and a marquee foreign investor. The promoter's participation at a significant premium underscore their strong conviction in ABFRL's value creation potential. In addition, the Company raised 1,860 Cr through a Qualified Institutional Placement (QIP), which saw an overwhelming response from leading domestic and international investors, with the issue being ~2x oversubscribed. This reflects investors' confidence in both India's fashion industry growth and ABFRL's distinctive leadership position. The capital is being strategically deployed to drive business expansion and reduce debt, laying a strong foundation for sustained growth.

Financial Performance in FY25

In FY25, ABFRL continued its strong growth trajectory, driven by a clear strategy of profitable scale-up across multiple business formats. Operationally, ABFRL delivered solid results in FY25, achieving revenues of 7,355 Cr, reflecting a 14% year-over-year increase. The company also reported a significant comparable EBITDA margin expansion of 220 basis points to 10.3%, despite navigating a challenging consumption environment. This improvement highlights effective cost management, operational efficiency and focused execution. a) Masstige Value and Retail

Pantaloons has cemented its position as one of India's most trusted and dynamic brands in the masstige fashion segment, offering an extensive and diverse portfolio of apparel, accessories, and footwear for men, women, and children. For over 25 years, the brand has catered to India's growing middle-class consumers, delivering a combination of affordability, fashion-forward designs, and quality across the length and breadth of the country.

In FY25, Pantaloons segment reported revenues of 4,373 crore, while delivering an EBITDA margin of 16.9%, marking a robust ~400 basis point improvement over the previous year.

The Pantaloons format delivered an operating margin of 18%, underscoring the success of disciplined retail execution, improved private label contribution, reduced markdowns, and stringent cost optimization. This performance reflects the brand's consistent ability to balance scale, affordability and fashion relevance in a dynamic and competitive market.

A core strength of Pantaloons lies in its robust portfolio of private labels, which span multiple categories and deliver trend-led, value-rich products. These private brands drive consumer loyalty, differentiation, and profitability, positioning Pantaloons as a one-stop destination for aspirational yet accessible fashion. The brand continues to innovate product offerings, enhance price-value propositions, and upgrade its retail identity to remain aspirational for the evolving Indian consumer.

As of March 31, 2025, Pantaloons' loyalty program boasts a 16.7 Mn member base, reflecting strong customer affinity and long-term engagement with the brand.

Pantaloons operates through a wide retail network of 405 stores across India. Over the past two years, the brand has rationalized and optimized its store network to align with evolving market dynamics, while recalibrating its growth strategy to focus on driving same-store sales growth and selective store expansion in targeted markets. Simultaneously, it has strengthened its supply chain and planning processes, resulting in improved inventory management, enhanced customer experience and better operational agility. Through digitized in-store experiences, the brand is creating a seamless, modern shopping journey focused on convenience, engagement and consumer delight.

The brand's youthful, contemporary, and vibrant imagery further reinforces its commitment to delivering accessible, stylish fashion to a broad and aspirational customer base. With its wide assortment of merchandise across private label and complimentary external brands, 16Mn+ strong loyalty members, agile supply chain, strong vendor base and best in class planning processes, Pantaloons is well-positioned to consolidate its leadership in India's masstige fashion segment.

Pantaloons (Retail KPIs)

FY19 FY20 FY21 FY22 FY23 FY24 FY25
Walk-ins (Crore) 5.4 5.7 2.3 3.6 6.2 6.0 6.6
Conversion 24.3% 26.1% 31.5% 26.2% 21.6% 22.2% 21.2%
ASP 643 665 649 727 813 801 809
ABV 1,880 2,001 2,075 2,325 2,468 2,500 2,576
Items per bill 2.9 3.0 3.2 3.2 3.0 3.1 3.2
LTL volume growth 3% -2% -51% 18% 32% -3% -1%
LTL ASP growth -2% 5% -2% 13% 12% -2% 1%
LTL value growth 1% 3% -51% 33% 48% -5% 0%
No. of Stores 308 342 346 377 431 417 405
Total Retail Area (Mn. sq.ft.) 4.02 4.36 4.46 4.92 5.72 5.72 5.71

Style Up, your company's strategic foray into the value fashion segment, continued to gain strong traction in FY24-25, evolving into a key growth lever within ABFRL's diversified brand portfolio. Targeted at aspirational, budget-conscious consumers, the brand bridges the gap between affordability and contemporary fashion, offering trend-driven products in a market space traditionally dominated by unorganized players. By combining sharp price points, quality merchandise, and fashion relevance, Style Up aims to elevate the value shopping experience, particularly for Gen Z and young consumers.

The brand's proposition is anchored in a carefully curated product range, delivered through elevated retail formats that go beyond typical value retail environments. Style

Up leverages backend integration with Pantaloons to drive operational efficiency and optimize supply chain processes, while a highly experienced team steers its execution strategy. This combination allows the brand to maintain a nimble and scalable business model focused on both customer experience and profitability.

In FY24-25, Style Up delivered a ~70% year-over-year growth, reflecting growing consumer acceptance. The brand also reported steady improvements in key performance metrics, including better sales per square foot, enhanced store-level profitability and an overall improvement in operating efficiency. With 40 50 additional stores planned for FY26, Style Up will continue to evaluate and refine its operating model before pursuing aggressive expansion in the years following FY26.

b) Ethnic wear Brands

The ethnic wear market is India's largest apparel category, and the share of the organized segment within this market is growing rapidly. Previously dominated by unorganized players, this shift offers significant opportunities for branded players. Additionally, there is a notable transition from tailored wear to ready-to-wear garments, which is driving this segment. To capitalize on these trends, your company had implemented a clear and distinct strategy for success in each segment. Consequently, your company built the most comprehensive ethnic wear portfolio through both organic and inorganic means, catering to various key occasions and price points. This comprehensive approach will help build a strong leadership position in future.

Our ethnic wear business has firmly established itself as a powerful growth engine within

ABFRL's portfolio. Today, we house the largest and most comprehensive ethnic brand portfolio in the Indian fashion industry, spanning designer led and premium segments. This scale, combined with sharp execution and deep consumer resonance, has enabled us to consistently deliver double-digit growth across quarters. i) Designer-Led Brands

Sabyasachi continues to redefine Indian luxury by blending intricate heritage craftsmanship with contemporary design, offering a curated portfolio of bridal wear, men's wedding attire, occasion wear, jewelry, and accessories. In FY25, the brand continued its strong growth momentum, delivering solid double-digit profitability and reinforcing its dominant position in the luxury segment. The brand also celebrated its 25th anniversary, unveiling a collection of western wear, jewelry, and accessories—further evolving its portfolio with a more contemporary edge. Domestically, Sabyasachi expanded its footprint with the launch of an exclusive apparel and accessories store in Hyderabad. Internationally, the brand reinforced its global luxury presence through collaborations with the MET Gala, Printemps Doha, and Bergdorf Goodman, while also operating exclusive stores in New York and Dubai.

With this momentum, Sabyasachi continues to solidify its status as a leading Indian-inspired global luxury brand, combining cultural authenticity with global aspiration.

Tarun Tahiliani, one of India's most celebrated designers, is renowned for blending rich Indian craftsmanship with contemporary silhouettes, creating timeless couture and occasion wear. ABFRL increased its stake to 51% in the brand, adding another marquee name to its luxury ethnic portfolio, reinforcing its leadership in India's premium and luxury fashion landscape. In FY25, the brand delivered ~40% revenue growth over last year, along with strong double-digit profitability, further strengthening its position in the luxury fashion segment. The couture collection is available across six exclusive stores, while the brand expanded into the affordable luxury space with the launch of its first pret label, ‘OTT by Tarun Tahiliani,' store in

Gurugram, capturing a broader aspirational audience.

House of Masaba a young, aspirational, and digitally native brand, is rapidly redefining the affordable luxury space across fashion and beauty. In FY25, the brand delivered

65% revenue growth. A strong digital-first strategy contributed to over 45% of total sales, while the brand's retail footprint expanded with 5 new stores, taking the total to 20. Bridal wear, launched recently, has been gaining steady traction and now accounts for an increasing portion of brand's fashion portfolio. Its beauty and personal care line, ‘Lovechild', scaled to 4x over the previous year as it continued to broaden its portfolio with innovative products and significantly expanded its offline presence, being available now in 40+ outlets/kiosks nationwide. House of Masaba is growing quickly, attracting strong consumer interest and staying committed to offering trendy, affordable luxury—making it a standout name in both fashion and beauty.

Shantnu & Nikhil have established a strong presence in contemporary and luxury fashion with a portfolio that spans designer ceremonial wear for men and women, now available across 21 stores. Their couture line is complemented by S&N by Shantnu Nikhil, an affordable luxury pr?t label recognized for its superior product quality and value. Further diversifying their offering, the Shantnu Nikhil Cricket Club (SNCC) introduces a unique sport-inspired lifestyle collection under the S&N brand, merging fashion with athletic influence to engage a wider audience. Together, these brands create a balanced aspirational ecosystem with clear brand and product segmentation, while leveraging multiple growth channels including e-commerce and wholesale to expand market reach. Strong brand storytelling focused on product excellence and fashion-forward aesthetics continues to reinforce Shantnu & Nikhil's position as leaders in India's contemporary and luxury fashion landscape.

ii) Premium Ethnic Wear Brands

TASVA introduced in FY22 through a strategic partnership with Tarun Tahiliani, marked your Company's foray into the premium men's ethnic wear market. The brand offers a distinctive blend of exquisite craftsmanship and contemporary design, providing high-quality ceremonial wear for Indian men at accessible price points. Since its inception, TASVA has rapidly scaled to around 70 stores across India, achieving 44% growth over last year, driven by a strong 12% like-to-like growth. In addition, TASVA has successfully established a strong foothold in the top wedding markets across major metro cities and remains focused on expanding its presence in key wedding destinations nationwide. Continuous product innovation, at the back of customer feedback and market insights, has further enhanced TASVA's value proposition. To build brand salience and deepen consumer engagement, the brand launched high-impact multimedia campaigns, invested in targeted marketing and actively collaborated with the broader wedding ecosystem. This has resulted in growing preference of the brand amongst Indian consumers.

TCNS Clothing Ltd became part of ABFRL in FY25, after ABFRL acquired a 51% controlling stake in September 2023, significantly strengthening its position in the women's ethnic and fusion wear market. TCNS houses a diverse portfolio of brands—W, Aurelia, Wishful, Folksong, and Elleven—that collectively cater to a broad range of consumer needs, from everyday ethnic wear to premium occasion-driven fashion. The company has also extended into adjacent lifestyle categories such as footwear, jewelry, and cosmetics, further strengthening its market relevance. Today, TCNS operates through a robust retail network of around 500 exclusive brand outlets, along with extensive distribution via large format stores, multi-brand outlets, and digital platforms. The business did face certain operational and structural challenges during the transition; however, several of these have already been resolved. While TCNS saw a revenue decline during the year due to a planned distribution rationalization, the strategy is now nearing completion. Despite the transitional phase, the business achieved 4% like-to-like growth, signaling growing consumer acceptance for the brands. The business made a strategic pivot in product development, introducing refreshed and updated merchandise. The launch of new fusion and occasion wear collections for Spring-Summer 2025 has received a positive market response, further reinforcing brand salience. With a revitalized portfolio, optimized distribution and improving consumer momentum, TCNS is well-positioned to deliver sustainable, profitable growth, with significant EBITDA improvement expected in the years ahead.

Jaypore is India's leading premium artisanal brand, offering a curated collection of apparel, jewelry, and accessories that celebrate the country's rich and diverse cultural heritage.

With a presence across 29 exclusive stores in 10+ cities, complemented by a robust e-commerce platform, Jaypore provides a seamless omnichannel shopping experience, blending tradition with modern retail convenience. In FY25, the brand delivered ~14% year-over-year revenue growth, with retail sales rising over 20%, driven by expanding consumer demand and improving store productivity. This growth, coupled with scale-driven operating leverage, has led to steady improvements in profitability. To further strengthen brand engagement, Jaypore launched influencer-led campaigns throughout the year, significantly enhancing visibility and aspiration amongst its consumers. These initiatives have reinforced Jaypore's leadership in the premium artisanal space, successfully housing heritage craftsmanship within contemporary retail environment.

c) Super Premium and Luxury Retail

The super-premium and luxury market in India continues to expand, fueled by the rising per capita, secular trend of premiumization and the rise of experience-driven consumer purchases. Despite broader market fluctuations, demand for high-end products has remained relatively resilient, as affluent consumers increasingly prioritize quality, exclusivity and immersive retail experiences.

Your company's luxury portfolio includes The Collective, one of India's largest multi-brand luxury and bridge-to-luxury retailers, alongside select mono-brand partnerships with global icons such as Ralph Lauren, Fred Perry, Ted Baker, and Hackett London. As luxury consumption matures across new geographies, the total addressable market for super premium and luxury fashion is poised for significant expansion. The Collective continues to deliver sustainable and profitable growth, offering a curated selection of exclusive global brands under one roof, supported by a best-in-class retail experience. The brand's e-commerce platform, thecollective.in, is fast evolving into a leading online destination for luxury and bridge-to-luxury fashion, expanding accessibility and catering to a wider, digitally savvy audience. A comprehensive collection of accessories—including watches, shoes, ties, belts, bags, wallets, jewelry, and sunglasses—further enriches the portfolio, offering customers a complete luxury lifestyle experience. In FY25, the super-premium and luxury segment grew by 13% year-on-year, driven by strong e-commerce momentum (15%+ growth) and expansion into new cities and markets, taking the total store count to 41. Strategic investments in novelty styles, womenswear, and accessories have further strengthened the brand's relevance and growth.

Your company remains focused on delivering exceptional customer experiences, from the discovery and trial journey to personalized service and relationship-building, reinforcing loyalty in this high-value segment.

ABFRL's partnership with Galeries Lafayette marks a significant new chapter in its luxury strategy playbook. The upcoming flagship store in Mumbai, currently under development, will feature over 200 global luxury brands, establishing itself as a world-class destination for luxury shopping in India. The store is set to open to customers by the end of the year.

d) TMRW: A portfolio of digital-first brands

The Indian e-commerce market is on track to reach USD 350 billion by FY30, driven by robust fundamentals such as a growing affluent consumer base, rising internet and smartphone penetration fueled by low data costs, and cost-effective logistics infrastructure. Further accelerating this growth are digital payments, easy credit access, and the convenience of online shopping, all of which have led to the rise of numerous digital-first brands across categories.

To capitalize on this rapidly expanding market, your company launched TMRW in April 2022, with the vision of building digital-native consumer brands tailored for Gen Z and millennials. TMRW operates on a ‘Brand Builder' model, leveraging proprietary data science-led technology to provide centralized growth platform for its brands. This platform delivers end-to-end support in design, product innovation, operations, sourcing, branding, marketing, and community building, ensuring that each brand is well-positioned for scale and long-term success.

The TMRW portfolio not only targets large, established categories but also focuses on emerging high-growth segments such as athleisure, activewear, expressive wear, and accessories. In FY25, the portfolio achieved 55% growth year-over-year. The growth was fueled by category and channel expansion, premiumization of offerings, and high-impact marketing campaigns and collaborations.

A key growth driver has been the scaling of offline presence in select, curated locations.

Brands like Bewakoof, The Indian Garage Co (TIGC), and Nobero expanded into physical retail. TMRW now operates 16 stores across 7 cities. Additionally, this year TMRW added WROGN to its portfolio through a minority stake, diversifying its brand portfolio. Operational excellence remains at the core of TMRW's strategy, with a tech-led on-ground execution model driving continuous improvements in supply chain efficiency, sales performance metrics, and customer experience. These efforts are gradually building a scalable, next-generation platform poised to create dynamic, youth-centric brands that cater to the evolving preferences of India's digital-first consumers.

Business Strategy

ABLBL

1. Accelerate growth of core brands and expand market share

Our Lifestyle Brands continue to execute a multi-pronged growth strategy, expanding across diverse product categories and consumer segments. While men's wear remains the core, we've made strong strides into casual wear, women's wear, kids wear, wedding wear, accessories, and non-apparel, broadening our portfolio to attract new consumers and enhance customer lifetime value. A key focus remains on expanding into untapped and high-potential markets, complemented by efforts to deepen consumer engagement through compelling storytelling and community-building initiatives. Simultaneously, investments in strengthening brand.com platforms with hyperlocal, personalized experiences are set to elevate the digital journey, enabling stronger consumer connections and driving sustained growth.

2. Build Powerful Brands in targeted New High Growth Segments

Our strategic approach is aimed towards building a leadership position in large total addressable markets and high growth segments through strong and distinct brands. We have identified key growth areas including innerwear, sportswear and denim wear, where we have already established a meaningful presence via brands Van Heusen, Reebok and

American Eagle.

Reebok is set to drive rapid retail expansion in India while continuously innovating in high-performance products. American Eagle will prioritize expanding its distribution network through Exclusive Brand Outlets (EBOs) and Large Format Stores (LFS). Van Heusen Innerwear will continue to expand its trade network while scaling a profitable retail model.

We are well-positioned to have a significant play in casual wear segment through our diverse brand portfolio of leading brands.

3. Expand our Distribution Footprint

We have built a comprehensive and robust distribution network that spans both offline and online channels, ensuring widespread accessibility of our brands across the country.

Our offline presence is among the largest in the western branded apparel space, with a growing number of exclusive brand outlets strategically located nationwide. As of March 2025, our retail network includes 3250 stores, covering ~4.6 Mn sq.ft. Additionally, our brands are present in various multi-brand outlets and shop-in-shops within large-format departmental stores, enabling deep market penetration and visibility.

Having established a strong footprint in our core markets, we are now focused on expanding into newer geographies, particularly those with rising fashion aspirations and growing consumer spending. Our brand equity, combined with high customer recall and loyalty, serves as a strong foundation as we enter untapped regions. Tier II and III cities represent a significant growth opportunity. These markets are benefiting from steady improvements in infrastructure, lifestyle and digital adoption, making them increasingly relevant to India's consumption story.

4. Continue to Focus on Product Innovation and Upgradation in Established and Emerging Categories

We continue to place strong emphasis on product innovation and enhancement to ensure our offerings remain high-quality, trend-right, and aligned with evolving consumer expectations. This focus spans both our well-established categories and high-growth emerging segments, supported by consistent investments in research and development to create functional, stylish, and comfort-driven products.

Our Lifestyle Brands are leading the way in introducing new, trend-forward product extensions. For instance, Indo-fusion collections offer a fresh, modern reinterpretation of traditional wedding attire—bridging the gap between ethnic aesthetics and contemporary styling. Peter England has ventured into sports-inspired collections, seamlessly blending athletic functionality with everyday fashion. Reebok, known for its performance-driven apparel, continues to push boundaries with innovative gear tailored for both fitness enthusiasts and casual wear. Van Heusen Innerwear's ‘Air Series' emphasizes lightweight, breathable comfort. Across all our brands, there is a strong focus on youth-centric designs, ensuring they remain relevant and appealing to today's fashion forward consumers. From occasion wear to casual and formal apparel, every brand under ABLBL is committed to offering something unique and tailored to its target market, ensuring they maintain a leadership position across diverse fashion segments.

5. Technology and Digital-Led Continual Improvement in Operating Efficiency

A core pillar of our growth strategy is the continued deployment of technology-driven solutions to enhance operational efficiency and improve customer experience across both retail and e-commerce ecosystems.

By leveraging predictive analytics and AI, we are automating critical functions such as

Assortment planning, Buying decisions and Markdown and pricing optimization. We are investing in Product Lifecycle Management (PLM) systems to streamline operations, reduce lead times, and improve supply chain agility. Our demand-driven auto-replenishment models and next-generation warehouse management systems support the scalable growth of offline & online operations and ensure prompt, omnichannel fulfillment.

We are scaling initiatives such as Buy Online, Ship-from-Store and multi-warehouse fulfillment optimization, building a faster, more reliable and cost-effective delivery network. Through this ongoing digital transformation, we are creating a tech-enabled, customer-centric retail organization that is agile, scalable and well-positioned to thrive in the rapidly evolving fashion and retail landscape.

ABFRL

1. Scale the well-crafted portfolio across key fashion consumption themes

We have established a strong presence across key themes in the fashion industry masstige and value fashion, digital, luxury and ethnic wear—each offering distinct opportunities for growth. Backed by a diverse portfolio of brands and retail formats, we are uniquely positioned to cater to a wide spectrum of consumer preferences and needs.

The time is now to capitalize on the strength of the portfolio and leverage the unique growth drivers within each segment. By building market leadership across these themes, we can unlock sustained growth, improve profitability and achieve higher market multiples.

2. Accelerate Growth of established brands within the portfolio

In the masstige segment, Pantaloons continues to be a powerful growth engine, serving the evolving needs of aspirational and value-conscious consumers. The brand's refreshed retail identity and the introduction of new private labels have further sharpened its appeal, while its commitment to delivering trend-led, quality fashion at affordable price points reinforces its position as a modern and accessible fashion destination for India's growing middle class. Looking ahead, Pantaloons will focus on strategic store expansion, delivering a seamless and distinctive store experience to elevate consumer engagement and strengthen brand loyalty. At the same time, the brand is focused on optimizing processes across the value chain, refining its revenue-cost model, and building a sustainable and efficient business model poised for long-term success.

Our acquisition of TCNS Clothing has bolstered our leadership in premium women's ethnic wear, where brands like W and Aurelia command strong consumer recall and distribution strength. Following the acquisition, the business is undergoing a strategic transformation aimed at building a strong foundation to unlock substantial growth opportunities in the future.

3. Build Powerful Brands and Retail Concepts in Identified New High Growth Segments

Our growth strategy is anchored in building a strong presence across large, high-growth addressable markets, backed by a portfolio of distinct and purpose-led brands. We are actively expanding into key segments such as luxury fashion, ethnic wear, value retail and the direct-to-consumer (D2C) ecosystem — all of which represent compelling long-term opportunities.

Ethnic and Occasion Wear

Ethnic wear accounts for approximately 27% of India's total apparel market, with the organized segment expected to grow significantly faster than the overall category (Source: Wazir Report). Our diversified ethnic wear portfolio is well-positioned to capitalize on this trend. Through strategic partnerships with renowned Indian designers and in-house brands, we are capturing demand across premium and value formats. o Our designer brands are well positioned to take advantage of the large and growing luxury wedding and occasion wear market through its product offerings across apparel, accessories, jewelry and beauty. o Brands like Wishful, Folksong and Elleven within the TCNS portfolio are currently focused on evaluating their respective markets and establishing a stable foundation. Once this is achieved, they plan to scale and expand beyond their current footprint. o TASVA is poised for aggressive expansion with plans to reach 250+ stores by 2030, with a compelling value proposition centered on refined products offered in an elevated retail environment. The brand is set to scale rapidly, aiming to capture a significant share of the wedding and festive wear markets.

Value Segment

India's value segment is undergoing rapid formalization, driven by urbanization, rising incomes, aspirational consumption and a growing preference for branded apparel, where consumers increasingly seek premium design at accessible price points. Style Up, our play in value fashion space, is gaining traction and is positioned for faster scale-up. Our distribution capabilities, planning processes, focus on quality and strong customer loyalty programs reinforce our ability to make branded fashion accessible to millions across India.

TMRW: Direct to Consumer (D2C)

IThrough TMRW, we are building a house of digital-first brands that address both emerging and large online-first categories in the fashion space. TMRW's portfolio spans diverse consumer needs, with each brand sharply focused on evolving fashion needs of young consumers.

TMRW's portfolio brands are expected to drive the next phase of growth through continued channel and category expansion. The brands will scale further across both D2C platforms and online marketplaces, complemented by a widening offline retail presence. Growth will also be fueled by the launch of new product categories and a premiumization strategy, focusing on high-value offerings to enhance brand equity and margins.

To support this expansion, TMRW is expected to raise external funding ensuring it is well-capitalized to meet the growth ambitions of both the platform and its portfolio brands.

Luxury and Super Premium Fashion

India's luxury market is witnessing robust growth, led by increasing disposable incomes and a shift in lifestyle aspirations. Our premium and luxury portfolio has emerged as one of our fastest-growing verticals, driven by both online and offline expansion. o Our multi-brand retail format, The Collective, along with select mono-brand stores, has achieved consistent double-digit growth with improved profitability.

Growth will be driven by the expansion of womenswear and accessories, a stronger e-commerce presence and deepened consumer connections. o To further strengthen our luxury presence, we have entered into a landmark partnership with Galeries Lafayette, the iconic French department store chain.

This collaboration will see the launch of flagship stores in premium locations across India, offering a curated multi-brand experience spanning fashion, accessories, beauty and lifestyle.

Our strategic focus across these high-opportunity segments — supported by targeted brand positioning, retail innovation and omnichannel engagement — reinforces our ambition to build category-leading platforms and future-ready fashion businesses at scale.

4. Expand our Distribution Footprint

We have a robust distribution network spanning both offline and online channels. As of March 2025, the de-merged ABFRL network comprises 451 Masstige and Value Retail Stores, 659 Ethnic Brand Stores, 41 Luxury Retail Stores and 16 TMRW Brand Stores (excluding WROGN stores). In addition to these formats, the company maintains a significant presence through 1,632 shop-in-shop counters in departmental stores and 276 multi-brand outlets (MBOs). ABFRL's total retail footprint has expanded to 7.3 million sq. ft., reflecting its continued growth and strong presence across diverse retail formats.

Several of our brands are in the early stages of their growth journey and are poised for expansion into new markets and geographies. These upcoming brands will be strategically scaled to capture growth opportunities in both existing territories and untapped regions. Following the completion of its distribution rationalization, TCNS is set to embark on its next phase of expansion. The focus will be on strengthening its presence in the right locations within current core markets, while also venturing into new markets, particularly in semi-urban and lower-tier cities, to broaden its consumer base.

Similarly, both Style Up and TASVA are gearing up for accelerated growth. With rising consumer traction and increasing brand loyalty, both brands are preparing for aggressive store expansion to deepen market penetration and cater to evolving customer demand.

TMRW brands are gearing up for strategic offline expansion, with a focused approach to entering key markets through select retail formats, aimed at deepening consumer reach and strengthening brand presence across high-potential regions.

Additionally, our portfolio of designer and luxury brands will continue to expand their footprint both in domestic and international markets, focusing on key high-potential locations to reinforce their luxury positioning and capture global demand for Indian luxury fashion.

5. Leverage Synergies from our Portfolio

The strength of our portfolio lies in the seamless integration of interconnected capabilities, enabling us to build a more agile and efficient operational framework. By harnessing synergies across business divisions, we drive enhanced sourcing efficiency, cross-utilization of manufacturing facilities, streamlined planning, and stronger negotiation leverage—allowing us to achieve cost-effectiveness and precision at scale. Additionally, by leveraging enriched customer insights from a unified data ecosystem, we can make smarter, real-time decisions and deliver personalized consumer experiences that foster deeper engagement and long-term brand loyalty. This synergy-driven approach positions us to deliver superior value, drive sustainable growth, and maintain a competitive edge in an increasingly dynamic retail and fashion environment.

6. Strategic capital allocation

De-merged ABFRL operates in multiple high-growth segments, featuring brands that are still in the early stages of development. These emerging brands will require significant capital investment to fuel their growth, scale operations, navigate the competitive landscape and achieve their full potential. The objective is to nurture these brands through, providing them with the resources needed to accelerate their growth journey. By investing strategically in these high-growth opportunities, the goal is to transform these developing brands into robust, cash-generating assets in the future. This balanced capital allocation strategy not only will support the sustained growth of mature brands, but also ensures that emerging brands are positioned to contribute significantly to the portfolio's long-term financial health and value creation plans.

Road Ahead

A challenging consumption environment, our businesses have demonstrated strong resilience, delivering on our strategy of driving profitable growth. With the demerger now complete, we stand as two focused, well-capitalized entities, each strategically positioned to embark on its own high-growth journey.

We remain highly optimistic about the future of India's fashion and apparel sector, supported by a robust economic outlook, rising per capita GDP, growing discretionary spending, and the accelerated shift from unorganized to organized retail. These powerful tailwinds will continue to drive sustained sectoral growth in the years ahead.

Our "where to play" strategy is now fully in place, executed through a combination of organic and inorganic initiatives, and centered around five high-growth consumption themes. We have built a comprehensive portfolio that includes:

The largest western wear portfolio in India

The largest ethnic wear portfolio

A leading luxury retail platform

A dominant masstige and value retail presence

The largest digital-first brands portfolio

With meaningful presence across key strategic fashion spaces, our focus is now on "how to win." This entails driving organic growth, maintaining a strong balance sheet and improving operating performance while reinforcing the foundational competitive strengths that will help us create long-term value.

ABLBL, backed by a robust brand portfolio, a network of 3,200+ stores, and healthy free cash flows, is well-positioned to double in scale and expand margins over the next few years. Simultaneously, ABFRL, with a well-diversified brand portfolio, a comprehensive presence across all key high-growth segments, and a gross cash balance of 2,350 crores, is set to unlock its next phase of growth over the next five years.

Digital Transformation Roadmap

ABFRL continued on its overall digital and technology transformation roadmap during the current FY25. The major projects include:

Consolidation of the Pantaloons earlier version of SAP instance along with the ABLBL SAP instance into a single instance of S4 Hana Fashion Vertical Business (FVB) across ABFRL, hosted on public cloud environment. This now enables the base platform to streamline and optimize various supply chain and finance processes across the company

Completion of the systems standardization across all designer-wear subsidiaries on a common ERP/ POS platform

D365 Point-of-sale (POS) is being implemented across all the newly added businesses such as Reebok and TCNS

Ethnic wear brands Jaypore and Tasva launched their Ecommerce business with own website and in marketplaces, on the ABFRL E-commerce platform Building extensive data analytics and AI capabilities remains a top priority, with initiatives including:

Implementing demand forecasting models to enhance merchandise planning and sourcing efficiency.

Enhancing the markdown management system across brands to optimize discounting strategies

Leveraging Generative AI models to assist designers in rapidly developing new product designs, fostering greater design diversity and reducing time-to-market.

Automating attribute data generation and product descriptions for e-commerce catalogues using Visual AI and Generative AI Language models.

Launching clienteling tools for store associates to engage effectively with customers, leveraging insights into their profiles, past purchases, and personalized product recommendations.

The focus going forward will be on leveraging the new generation technology platforms to drive business process automation and optimization with focus on delivering business value. The key initiatives planned include

Setting up the ERP/ POS/ E-commerce systems for the launch of the Galeries Lafayette business with implementation of a new Product Life Cycle management and Supply

Chain management tools in the ABLBL business

Scaling down legacy on-premise data centre along with migration to public cloud and scaling down support services

Enhancing omnichannel capabilities by enabling in-store services like hyperlocal quick-commerce and self-service checkout

Focus on E-commerce growth and cost optimization by leveraging analytics, marketing automation

Implementation of RFID for merchandise management in Pantaloons and international business

Human Resources Strategy

Driven by the Group Purpose of building trust and enriching lives, our vision is"to passionately fulfil consumer needs in fashion, style, and value across wearing occasions in apparel and accessories through solid brands and a high-quality consumer experience, with the ultimate purpose of delivering superior value to all our stakeholders".

The corner stone of delivering the vision is to build an organisation and culture wherein people are obsessed with delivering value to all stakeholders and live by the ABG Values. Our People Vision is ‘To nurture a trust and impact led culture that enriches lives'. This vision inspires us to build a workplace where trust is the foundation, individuals feel empowered, and every contribution drives meaningful impact. We are deeply committed to building a workplace where talent thrives, ideas flourish, and individuals are empowered to grow.

Key Impact Areas of HR

1. Talent Management and Career Growth o Internal Talent Mobility: Several of our employees transitioned to new roles & open positions, reflecting our commitment to nurturing internal talent o Young Talent Development: In line with our vision of nurturing emerging talent, we welcomed 70 Striders on 24th June 2024 through our Stride Young Talent Management Training Programme o Talent Councils: These forums actively review our talent pipeline, succession plans, and development interventions to ensure robust leadership development.

2. Learning and Development o At ABFRL, we are deeply committed to nurturing the potential of our people by fostering a culture that prioritises employee experience, well-being, and continuous learning. As part of this commitment, we follow Aditya Birla Group's dedicated

Continuing Education Policy (CEP) that supports our employees through continuous learning. This initiative reflects our Employee Value Proposition offering "A World of

Opportunities" to our managerial cadre. o Capability Building Academy: Mentorship at ABFRL is structured as a developmental journey, offering guided growth experiences for employees. Learning is further anchored by our internal capability-building ecosystem. Our internal academy supports learning through programs like ACE (Aligning Career Aspirations with Functional Development) and Digital Academy (focusing on digital marketing, SEO, and AI). These platforms host a variety of leadership development programmes tailored to different career stages.

3. Rewards and Recognition o Total Rewards Approach: We maintain a balanced approach to compensation and benefits, incorporating fixed pay, variable incentives, long-term benefits and recognition programs. Our performance appraisal process is supported by two dedicated HRMS platforms, each tailored to the needs of distinct employee groups. o Non-Discrimination: Ensuring fairness in pay decisions based on performance, potential, and market standards, with specific measures for scenarios like maternity leave and talent mobility. o Employee Recognition Celebrating success through platforms like the Aditya Birla

Awards, ABFRL Awards and business specific awards, recognizing outstanding contributions across the organization

4. Enrich Your Life o Work-Life Balance: Policies such as flexible work arrangements, work-from-home options, and supportive leave policies contribute to a healthy work-life balance. o Employee Wellness: Initiatives under the ABFRL Wellness Studio (ABW) promote physical, mental and financial well-being. The ABW app ‘Multiply' offers a comprehensive suite of wellness solutions such as Wellness Saver Cards, Active

Age programmes, stress assessments, free counselling services with doctors, and complimentary gym memberships.

5. Communication and Engagement o Social Media Engagement: Achieved 700k followers on LinkedIn and 24k on

Instagram (@lifeatabfrl), enhancing our digital presence and employee engagement o Internal Communication: Utilizing platforms like town halls, internal journals, and surveys to foster open communication and gather employee feedback These initiatives underscore our commitment to creating a supportive and enriching workplace environment at ABFRL, where every employee can thrive and contribute to our shared success.

Through continuous improvement and strategic HR initiatives, we aim to sustain our growth momentum and reinforce our position as an employer of choice in the industry.

Sustainability Strategy

As a responsible consumer-centric organisation guided by the Aditya Birla Group's key principles since its inception, sustainability has been deeply ingrained in your company business strategy and is fundamental to ABFRL's endeavours. As the market leader, your company prioritises meeting consumer demands by striving to deliver products with better environmental and social footprints.

Your company believes that economic growth must be achieved in synergy with environmental and societal interests. Thus in 2013, your company embarked on a structured sustainability programme, ‘ReEarth for our Tomorrow' which comprised of 10 Missions namely Energy, Carbon Footprint, Green Building, Water, Waste, WASH Pledge, Safety, CSR, Packaging and Sustainable Products with annual targets, clear responsibilities and timelines. ReEarth is a movement to give back more than we take from the ecosystem.

After achieving significant milestones in 2021, your company embarked on ‘ReEarth 2.0', shifting focus from being process-led to product-led with a 2025 agenda that emphasises product design and development, customer-centricity, and supply chain sustainability. Your company has put in place a strong governance mechanism that effectively oversees its sustainability agenda and goes beyond just meeting compliance requirements. The Management Committee periodically reviews sustainability strategy and initiatives, while the Risk Management and Sustainability Committee (RMSC) monitors and reviews the risk management plan and other delegated functions related to sustainability. Organisational risk and governance practices are mapped in-line with the Task Force on Climate-related Financial Disclosures (TCFD) and Committee of Sponsoring Organisations (COSO), globally accepted climate risk framework and Enterprise Risk Management framework respectively.

Your company is committed to transition to sustainable fashion by building adaptable and flexible high-performance business models, promoting life cycle thinking, sourcing responsibly, embracing circular economy principles, and ultimately mitigating or eliminating negative impacts on the environment caused by the use of fossil fuels. ‘Zero Waste to Landfill' has been achieved across operations and going forward, your company is exploring innovative ways to reuse production line waste in inhouse products, thereby reducing ever increasing demand for raw materials. ABFRL maintained the water positive status across our own operations and 75% of water recycled in own facilities. In Occupational health and safety your company archive zero fatality and successfully conducted 19,549 man-days of safety trainings. In Product stewardship your company achieved 94% sustainable packaging and 93% of garments have at least one sustainability attribute. Your company also participates in and collaborates with various global platforms and ESG indices, such as CAIF, UNEP, SAC, ZDHC, SU.RE, CII, FICCI, IACC, and S&P Global. These strategic collaborations and participations have helped your company stay relevant by ensuring alignment with global as well as national sustainability agendas. Across the years, your company's sustainability journey has been widely appreciated and has garnered global recognition and accolades. This year too, your company received accolades from prominent forums and organisations. Some of the notable instances include:

Integrated Reporting: Released first Integrated Annual Report (IR), showcasing commitment to transparency as per national and international standards. The IR undergo third-party type II (Moderate) assurance of non-financial data through British Standards

Institution in line with Assurance Standard (AA1000AS) and Business responsibility and Sustainability Report (BRSR) core with reasonable assurance.

S&P Global CSA Score: Achieved an S&P Global - DJSI CSA Score of 83, ranking highest in India and 4th globally in the retail sector.

MSCI ESG rating upgraded from BBB to AA rating.

Circularity Leadership: Released a Circular Guideline and Manifesto through the GIZ-ABFRL develoPPP project, focusing on sustainable textiles in India.

SBTi target Validation: Became the first Indian retail company with validated near-term carbon reduction targets via SBTi.

ABFRL sustainability case study published in Harvard Business Publishing Education ‘Aditya Birla Fashion and Retail: Stitching Sustainability'.

Green Initiatives: Received CII IGBC Gold Score for green village model

Transitioning to achieve net-zero emissions is an essential component of your company's 2030 and 2050 agenda. Over the years, adopting various initiatives across Scope 1 & 2 emissions and initiating dialogues with stakeholders to mitigate Scope 3 emissions across the ecosystem has been the prime focus.

Vision 2030 and Sustainability 3.0

Your company is near the conclusion of 2025 goals, the next phase is a future-facing, impact-led framework designed to meet the scale and urgency of today's challenges. It sharpens the strategic intent, deepens the ESG integration, and aligns transformation journey with global imperatives. It will encourage to use sustainability thinking to explore opportunities, improve operations, and support long-term value creation.

As your company transition to Sustainability 3.0, we are redefining boundaries, setting ambitious goals, and embracing our responsibility to shape a sustainable future. Our vision for 2030 isn't just aligned with global climate goals—it is a bold declaration of our intent to lead with purpose and impact, focusing on below key areas: Net-Zero & decarbonisation, Circularity by design, empowered communities, Health safety & well-being, Technology & Digitisation.

At ABFRL, sustainability and fashion are not a paradox, and over the years, sustainability has been integrated into the brand and embedded in the business core. Your company is committed to maintain its unwavering focus on sustainable fashion and plans to leverage innovation and technology as catalysts for the journey ahead.

Risk management

Your Company recognizes the importance of a robust governance structure and effective risk management in ensuring sustained performance and growth. An integrated approach has been adopted, combining the COSO framework with the Task Force on Climate-related

Financial Disclosures (TCFD), to strike a balance between financial, social, and environmental priorities. This approach aligns risk management with performance and strategy, delivering long-term value to stakeholders.

To oversee the identified risks and mitigation plans, a dedicated Risk Management and

Sustainability Committee (RMSC) has been established. The committee, supported by the Chief

Risk Officer, Head of Sustainability, and Risk Management Committees, continuously monitors and evaluates risks from strategic, operational, financial, environmental, and compliance perspectives. Internal and external business environments are carefully monitored to identify potential risks and opportunities.

Periodic assessments by the established committees and internal functions ensure ongoing evaluation of risks. Mitigation plans are implemented to manage key risks and minimize residual risks, safeguarding the company's interests. This proactive risk management approach provides the foundation for effective decision-making and resilience in the face of evolving challenges.

1. Navigating through a low demand phase

Fluctuations in domestic demand, coupled with inflationary pressures and rising household debt, have impacted consumer sentiment and purchasing behavior.

Despite these headwinds, your company's diversified portfolio spanning occasions, categories, and price points—allows it to serve a wide customer base. Continuous innovation and trend-driven designs keep offerings relevant and engaging, helping to retain or grow market share even in a subdued economic environment.

2. Adapting to Evolving Consumer Behavior

Changing consumer preferences, driven by shifting lifestyles and technological advancements, are reshaping purchasing habits. The growing fashion consciousness across diverse socio-economic segments is poised to significantly influence future consumption trends.

In response, your company has expanded its portfolio by launching new product lines and category extensions, tailored to different use-cases, consumer segments, and price brackets—ensuring relevance across a wide spectrum of shoppers.

3. Ensuring Data Security and Resilience

Greater reliance on digital technologies introduces risks such as cyberattacks, data breaches, system downtime and other vulnerabilities, posing both financial and reputational threats.

To mitigate these risks, your company has implemented robust measures including

Disaster Recovery (DR), Business Continuity Planning (BCP), Data Loss Prevention (DLP), and Security Information and Event Management (SIEM) systems. Ongoing monitoring, employee training, and a strong incident reporting framework further reinforce cybersecurity.

4. Building and Retaining a Thriving Workforce

As the company scales across multiple verticals—design, retail, marketing, e-commerce, and more—there is an increasing need for skilled talent. In India's competitive fashion retail sector, attracting and retaining top professionals is a key challenge.

To address this, your company has embraced industry-leading HR practices and developed a structured talent strategy. Through focused retention programs and leadership development initiatives, the company nurtures future leaders while maintaining a motivated workforce.

5. Managing Retail Space Constraints and Costs

The availability of premium retail spaces is increasingly constrained due to rising demand from other retail sectors. This has led to higher rental costs and tougher negotiations. Your company proactively builds strong partnerships with mall owners and developers to secure long-term leases. Additionally, efforts to revamp retail identity, refresh stores and improve customer navigation contribute to an enhanced in-store experience and better space utilization.

6. Competing in a Highly Dynamic Market

India's fashion market is characterized by intense competition from both domestic and international brands, leading to pricing pressure, heavy discounting, and risks of market share erosion.

To stay ahead, your company focuses on continuous product innovation, delivering differentiated customer experiences, and strengthening brand equity. These efforts, tailored to consumer needs, help build long-term relationships and secure a competitive edge in the market.

Financial Performance and Analysis

(Amount in Rs. Crore)

Particulars Standalone Consolidated
Year Ended March 31, 2025 Year Ended March 31, 2024 Year Ended March 31, 2025 Year Ended March 31, 2024

Continuing Operations

Revenue from Operations 5,609 5,202 7,355 6,441
EBITDA (1) 958 642 854 520
Finance Costs 447 454 567 552
Depreciation 924 814 1,166 1,017
Profit/ (Loss) Before Tax (1) (413) (625) (880) (1,048)
Current Tax - - 33 35
Deferred Tax Charge/(Credit) (109) (139) (127) (176)
Net Profit/ (Loss) After Tax (1) (304) (487) (785) (907)

Discontinued Operations

Revenue from Operations 7,636 7,565 7,619 7,554
Profit/ (Loss) Before Tax * 336 225 329 219
Tax expense/ (credit) 61 50 63 48
Net Profit/ (Loss) After Tax* 275 175 267 171

* Includes other income of 77 Crore (Previous year: 100 Crore) in standalone Financial Statements ("FS") and

78 Crore (Previous year 100 Crore) in consolidated FS and excludes exceptional items in both.

Standalone performance

(Amount in Rs. Crore)

Particulars As at March 31, 2025 As at March 31, 2024
Net Working Capital (2) (A) 2,925 2,519
Net Fixed Assets (including Capital work-in-progress) (B) 2,170 3,190
Deferred Tax Asset (C) 104 146
Capital Employed (D = A + B + C) 5,199 5,855
Investments (3) (E) 2,327 1,811
Right-of-use assets (F) 2,175 3,692
Goodwill (4) (G) 1,995 2,687
Total Capital Employed (H = D + E + F + G) 11,695 14,045
Net Worth 8,298 5,653
Debt 758 3,836
Lease Liability 2,639 4,555

Notes:

(1) Includes other income of 198 Crore (Previous year: 121 Crore) in standalone FS and 196 Crore (Previous year:

138 Crore) in consolidated FS and excludes exceptional items in both.

(2) Net working Capital

(Amount in Rs. Crore)

Particulars

As at March 31, 2025 As at March 31, 2024
Inventory 1,776 3,954
Trade Receivables 148 1,022
Cash and Bank Balances 734 306
Other Assets 2,853 3,583
Less: Trade Payables 1,839 3,780
Less: Other Liabilities 747 2,566

Net Working Capital

2,925 2,519

(3) Investments includes 2,302 Crore towards investments in Subsidiaries and Joint Venture (Previous year:

1,790 Crore).

(4) As on March 31, 2025, goodwill (after testing for impairment in accordance with the Ind AS - 36 issued by the Institute of Chartered Accountants of India) stands at 1,995 Crore.

(5) In current year, Assets and Liabilities relating to discontinued operations have been transferred to Aditya Birla Lifestyle Brands Limited. Hence, current year numbers are not comparable with previous year.

Revenue

During the financial year, your Company reported revenue of 5,609 Crore from Continuing Operations (previous year 5,202 Crore), recording a growth of ~8% over the previous year.

Earnings before interest, tax, depreciation and amortization ("EBITDA")

The EBITDA of the Company from Continuing Operations is 958 Crore (previous year 642

Crore). The EBITDA margin for the Company improved from 12.35% to 17.08% during the year.

Finance cost

The average borrowing cost for the Company increased to 7.55% (prior to demerger) as compared to 7.42% in the previous year. The finance cost of the Company is 447 Crore

(previous year 454 Crore), marginal decline on account of repayment of borrowing towards the end of financial year.

Dividend

In view of accumulated losses, your Directors have not recommended payment of any dividend for the year under review.

Borrowings

Borrowings have decreased from 3,836 Crore in the previous year to 758 Crore. The Company has raised 3,160 Crore through fresh borrowings and have repaid borrowings of 5,387 Crore during the year. The Company has transferred 851 Crore to Aditya Birla Lifestyle Brands Limited ("ABLBL") during the year (pursuant to the Scheme of Arrangement between the

Company and ABLBL) with average borrowing cost at 7.55% (prior to demerger).

Credit Ratings

CRISIL Limited and ICRA Limited has assigned a new credit rating i.e. CRISIL AA+ and ICRA AA+ respectively, on Non-Convertible Debentures. The details of Credit rating as on March 31,

2025 are disclosed in the ‘General Shareholder Information' forming part of this Integrated

Annual Report.

Non-Convertible Debentures ("NCDs")

Redemption

Redeemed Series 8 NCDs of 400 Crore (Rupees Four Hundred Crores only).

Allotment

Issued and allotted 50,000 Listed, Unsecured, Rated, Redeemable Non-Cumulative, NCDs at face value of 1,00,000 (Rupees One Lakh only) each aggregating to 500 Crore (Rupees Five Hundred Crores only) with the coupon rate 7.86% p.a. on Private Placement Basis.

Buy Back

Buy Back of NCDs Series 11 of 500 Crore (Rupees Five Hundred Crore only) from the open market.

Transfer to ABLBL

After end of the financial year, pursuant to the effectivenss of Scheme of Arrangement between the Company and ABLBL, the Company has transferred Series 9 NCDs of 500 Crores to ABLBL.

The details of outstanding NCDs as on March 31, 2025 are disclosed in the ‘General Shareholder

Information' forming part of this Integrated Annual Report.

Standalone Key financial ratios

Particulars

As at March 31, 2025 As at March 31, 2024
Debtors Turnover Ratio (times) 22.63 13.75
Inventory Turnover Ratio (times) 4.62 3.31
Interest Coverage Ratio (times) 0.51 (0.13)
Current Ratio (times) 2.19 1.15
Debt Equity Ratio (times) NA* 0.42
EBITDA Margin (%) 17.08 12.35
Operating Profit Margin (%) 4.90 2.96
Net Profit Margin (%) -0.96 -2.44
Return on Net Worth -1.83 -6.60
Return on Average Capital Employed (%) 5.80 3.22

*Company has excess liquid Investment and cash over Its debt.

**For the purpose of calculating ratios for the periods upto March 31, 2025, all relevant amounts pertaining to continuing and discontinued operations have been considered.

The formulae used in the computation of the above ratios are as follows:

Ratio Formula
Debtors Turnover Ratio Revenue from Operations/Average of opening and closing Trade Receivables
Inventory Turnover Ratio Revenue from Operations/Average of opening and closing Inventories
Interest Coverage Ratio Earnings Before Interest* and Tax/Finance Costs*
Current Ratio Current Assets/Current Liabilities (excluding Lease Liabilities accounted as per Ind AS 116)
Debt Equity Ratio Debt#/(Net Worth+ Lease Liabilities Right of use assets)
EBITDA Margin EBITDA/Revenue from Operations
Operating Profit Margin Earnings Before Interest and Tax/Revenue from Operations
Net Profit Margin Profit After Tax/Revenue from Operations
Return on Net Worth Profit After Tax/Average net worth
Return on Average Capital Employed Earnings Before Interest and Tax/Average Capital Employed

*Finance cost/interest comprise of interest expense on borrowing and excludes interest on lease liabilities and interest charge on fair value of financial institution.

#Debt = Borrowings (excluding Lease Liabilities accounted as per Ind AS 116) - Cash and Bank Balance (includes FD) - Liquid Investments.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in the key financial ratios:

Debtors Turnover Ratio, Inventory Turnover Ratio, Interest coverage ratio, Current Ratio,

EBITDA Margin, Operating Profit Margin, Net profit margin, Return on net worth, Return on average capital employed has significantly changed due to variation in debt and profitability on account of Scheme of Arrangement.

Consolidated performance

At consolidated level, your Company reported a revenue of 7,355 Crore (previous year 6,441 Crore) and EBITDA of 854 Crore with EBITDA margin at 11.62% (previous year 520 Crore with EBITDA margin at 8.08%) from Continuing Operations.

DIRECTORS' RESPONSIBILITY STATEMENT

The audited financial statements of your Company for the year under review ("financial statements") are in conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder ("Act") and the Indian Accounting Standards. The financial statements reflect the form and substance of transactions carried out during the year under review and present your Company's financial condition and results of operations, fairly and reasonably

Your directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) accounting policies selected have been applied consistently and reasonable & prudent judgments and estimates were made, so as to give a true and fair view of the state of affairs of your Company as at the end of the year under review and the loss of your Company for the year under review; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) the annual accounts of your Company have been prepared on a ‘going concern' basis; e) adequate internal financial controls were laid down & followed by your Company and such internal financial controls were operating effectively; f) proper systems have been devised by your Company to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively and g) the Company has been in Compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

SHARE CAPITAL

Equity share capital

Rs. in Crore

At the beginning of the year as on April 1, 2024

1,015.01

Changes during the year:

Type of issuance

Rs. in Crore
ESOP 0.48
Scheme of Amalgamation TCNS & ABFRL 55.74 205.25
Qualified Institutional Placement 68.58
Preferential Issue 80.44

Total

205.25

At the end of the year as on March 31, 2025

1,220.26

 

Preference share capital*

Rs. in Lakhs

At the beginning of the year as on April 1, 2024

1.20
Change during the year: Nil -

At the end of the year as on March 31, 2025

1.20
*Redemption date March 27, 2029

DISCLOSURES IN TERMS OF THE PROVISIONS OF THE ACT & SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ("SEBI Listing Regulations")

A. Board of Directors ("Board")

(i) Number of meetings

The Board met 7 (Seven) times during the year under review. The details of such meetings are disclosed in the Section ‘The Board of Directors' of the ‘Corporate

Governance Report' forming part of this Integrated Annual Report.

(ii) Appointments and resignations a) Appointments/Re appointments/Cessation

Change in Directors during the year and as on the date this report:

Name of Director Effective Date Appointment/ Re-appointment/Cessation
Ms. Sukanya Kripalu (DIN: 06994202) October 12, 2024 Ceased as Independent Director (Completion of tenure).
Mr. Venkatesh Mysore (DIN: 01401447) October 13, 2024 Appointed as Independent Director.
Mr. Sunirmal Talukdar (DIN: 00920608) March 11, 2025 Re-appointed as Independent Director.
Mr. Nish Bhutani (DIN: 03035271) June 5, 2025 Re-appointed as Independent Director.
Mr. Vishak Kumar (DIN: 09078653) April 30, 2025 Consequent to effectiveness of the scheme of arrangement between the Company and Aditya Birla Lifestyle
Brands Limited ("ABLBL") w.e.f. May 1, 2025, Mr. Vishak Kumar, a Whole-time Director ("WTD") who was an employee of the Company has been transferred to ABLBL and accordingly, his position as WTD stands relinquished in the
Company from closure of business hours of April 30, 2025.

b) Resignations/Retirement by Rotation

(i) During the year under review, no Director has resigned.

(ii) In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pankaj Sood, Non-Executive (Nominee) Director (DIN: 05185378) and Ms. Ananyashree Birla, Non-Executive Director (DIN: 06625036) are due to retire by rotation at the ensuing 18th Annual General Meeting and being eligible, has offered themseleves for re-appointment.

Resolution seeking their re-appointment alongwith their profiles as required under Regulation 36(3) of SEBI Listing Regulations form part of the Notice of 18th Annual General Meeting.

(iii) Annual evaluation

During the year under review, the Board undertakes an annual evaluation of its own performance, the performance of individual Directors, and the effectiveness of its Committees in Complaince with Act and SEBI Listing Regulations and the Nomination

Policy of the Company, as amended from time to time. The evaluation of Non-

Independent Directors and the Board as a whole was carried out by the Independent Directors. Furthermore, the performance of the Chairman of the Board is assessed, taking into account the views expressed by the Executive Director, Non-Executive Director and Independent Directors.

The evaluation process consisted of:

Board as a whole

The function of the Board as a whole is evaluated by all the Board Members including its experience, qualification, its structure, effectiveness, strategic guidance to management, long term interest, sustainability strategy and vision etc.

Individual Directors

The evaluation of Individual Director is done by Board members, excluding the Director who is being evaluated including the individual investing his/her time invested in Company, contribution, attendance, decision making, action-orientation, external knowledge Knowledge etc.

Chairman

The evaluation of Chairman of the Company is done by Board members considering his invaluable leadership role and encourangement to Board members.

Committees

The evaluation of Committee is done by Board members considering their mandate, composition, decision-making support and contribution to the Board's functioning etc.

The above evaluation is submitted to the Chairman of the Nomination and Remuneration Committee and subsequently to the Board. Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

Further, pursuant to the applicable provisions of the Act, the performance evaluation criteria for the Independent Directors is disclosed in the Section ‘Directors Details as on March 31, 2025, of the Corporate Governance Report forming part of this Integrated Annual Report.

(iv) Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that: (i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations ("said declarations"). (ii) they have registered their names in the Independent Directors' Databank.

Based on the said declarations received from the Directors, the Board confirms, that the Independent Directors fulfill the conditions as specified under Schedule V of the

SEBI Listing Regulations and are independent of the management.

B. Committees of the Board

The Board has constituted 5 (five) Statutory Committees, viz. Audit Committee, Corporate

Social Responsibility Committee, Risk Management and Sustainability Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and is authorised to constitute other functional Committees, from time to time, depending on business needs.

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Section ‘The Board Committees' of the Corporate

Governance Report forming part of this Integrated Annual Report.

C. Corporate Social Responsibility ("CSR")

Pursuant to the Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, Company has constituted Corporate Social Responsibility Committee with a vision "to actively contribute to the social and economic development of the communities in which your Company operates and in doing so, build a better, sustainable way of life for the weaker sections of society and raise the country's human development index, Be a force for good". Company has adopted a CSR Policy which is available on the website of the Company i.e. www.abfrl.com

The scope of the CSR Policy is as under: i. Planning Project or programmes which the Company plans to undertake falling within the purview of Schedule VII of the Act and ii. Monitoring process of such project or programmes.

The CSR Policy of the Company inter alia includes the process to be implemented with respect to the identification of projects and philosophy of the Company, along with key endeavours and goals i.e. l Education - to spark the desire for learning and knowledge; l Health care - to render quality health care facilities to people living in the villages and elsewhere through our hospitals; l Sustainable livelihood - to provide livelihood in a locally appropriate and environmentally sustainable manner; l Infrastructure development - to set up essential services that form the foundation of sustainable development and l Social cause - to bring about the social change we advocate and support.

CSR initiatives taken during the year

Your Company's CSR activities are mainly focused towards Education, Health and Sanitation, Water, Digitisation, Sustainable livelihood, Institutional Building and Social Causes. An annual report on CSR activities of the Company for the financial year 2024-25 is annexed as

Annexure I to this Report.

D. Key Managerial Personnel ("KMP")

Pursuant to Section 203 of the Act, the KMPs of the Company as on March 31, 2025 are as follows: a. Mr. Ashish Dikshit, Managing Director; b. Ms. Sangeeta Tanwani, Whole-time Director; c. Mr. Vishak Kumar, Whole-time Director*; d. Mr. Jagdish Bajaj, Chief Financial Officer and e. Mr. Anil Malik, Company Secretary and Compliance Officer

*his position as Whole-time Director of the Company stands relinquished from closure of business hours of April 30, 2025 pursuant to Scheme of Arrangement between the Company and ABLBL.

E. Remuneration of Directors and Employees

Disclosure comprising particulars with respect to the remuneration of Directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, is annexed as Annexure II to this Report, containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under the Act. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

F. Employee Stock Option Scheme (ESOS), Restricted Stock Units (RSU), and Stock Appreciation Rights (SAR)

ESOS and RSU

Your Company regards employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. Accordingly, in terms of the provisions of applicable laws and pursuant to the approval of the Board and the Members of the Company, the Nomination and Remuneration Committee ("NRC") has duly implemented the: a. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2017 ("Scheme 2017") b. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019 ("Scheme 2019") c. Aditya Birla Fashion and Retail Limited -TCNS Division Employee Stock Option Scheme 2024 ("Scheme 2024") to grant the stock options, in the form of Options and RSUs, to the employees of the Company.

All the Schemes of the Company i.e. Scheme 2017, Scheme 2019 and Scheme 2024 are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and in terms of the approvals granted by the Shareholders of the Company, the NRC inter alia administers, implements and monitors the aforesaid schemes, thereby governing the grant of share based benefits to its employees, in the form of Options and RSUs.

The above Schemes are in line with the SEBI SBEB & SE Regulations. The details as required to be disclosed under the SEBI SBEB & SE Regulations and the copy of above Schemes can be accessed at www.abfrl.com.

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid schemes have been implemented in accordance with the SEBI SBEB & SE Regulations and will be open for inspection at the ensuing 18th Annual General Meeting.

In terms of of the provisions of Regulation 14 and Part F of Schedule I of the SEBI SBEB & SE

Regulations, details of the aforesaid schemes is available on the website of the Company i.e. www.abfrl.com.

SAR

Your Company has instituted Aditya Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2019 ("SAR Scheme 2019") in the year 2019 and Aditya Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2024 ("SAR Scheme 2024") in the year 2024. The SAR Scheme 2019 and SAR Scheme 2024, do not give rise to any right towards any equity share of the Company and hence, they are not covered under the provisions of SEBI SBEB & SE Regulations. On exercise of the SARs granted under the said plan/scheme, the employee exercising the SARs becomes entitled to receive cash, in terms of the SAR Scheme 2019 and SAR Scheme 2024.

G. Related Party Transactions ("RPTs")

All RPTs entered into during the year under review were approved by the Audit Committee, from time to time and the same are disclosed in the financial statements of your Company for the year under review. Pursuant to the provisions of the Act and the SEBI Listing

Regulations, the Board has, on recommendation of its Audit Committee, adopted a

Policy on RPT. During the year under review, the said policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the Board upon recommendation of the Audit Committee. The updated policy is available on the website of the Company i.e. www.abfrl.com.

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies

(Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing

Regulations, all contracts/arrangements/transactions entered into by the Company with its related parties during the year under review were:

in "ordinary course of business" of the Company, on "an arm's length basis" and not "material".

All transactions with related parties are in accordance with the policy on RPT formulated by the Company.

Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the

Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of RPTs, which are "not at arm's length basis" and also which are "material and at arm's length basis", is not applicable and hence does not form part of this Report.

H. Dividend Distribution Policy

In terms of Regulation 43A of the SEBI Listing Regulations, your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is annexed as Annexure III to this Report and is also available on the website of the Company i.e. www.abfrl.com

I. Strategic Initiatives and significant development

AMALGMATION OF TCNS CLOTHING CO. LIMITED ("TCNS") WITH COMPANY

Event Date

Matters

June' 2024

The Scheme of Amalgamation between the Company and TCNS ("TCNS Amalgamation Scheme"), the joint company petition was filed with the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT").

August' 2024

The TCNS Amalgamation Scheme was sanctioned by the NCLT on August 2, 2024, and the certified copy of the order was received on August 16, 2024.

September' 2024

The TCNS Amalgamation Scheme became effective on September 1, 2024 and consequently TCNS Clothing Co. Limited stood amalgamated into and with Company and dissolved without being wound up.
The Company fixed Tuesday, September 3, 2024, as the record date to determine eligible shareholders of TCNS who shall be entitled to receive fully paid-up equity shares of Company, in accordance with the TCNS Amalgamation Scheme.
On September 5, 2024, the Company allotted 5,57,43,053 fully paid-up equity shares of face value 10 each to TCNS shareholders as on record date in the approved share exchange ratio as set out in TCNS Amalgamation Scheme i.e 11 equity shares of the Company for every 6 equity shares of TCNS of face value 2 each.
DEMERGER OF MADURA FASHION AND LIFESTYLE BUSINESS

Event Date

Matters

April' 2024

Board approved the Scheme of Arrangement amongst the Company and Aditya Birla Lifestyle Brands Limited ("Demerger Scheme"), subject to necessary statutory and regulatory approvals.
The Company made an application to the Stock Exchanges for its "No Observation letter".

October' 2024

BSE Limited and National Stock Exchange of India Limited vide its No Observation letter dated October 30, 2024 and October 28, 2024, respectively approved the Demerger Scheme.

Novemeber' 2024

The Company and Aditya Birla Lifestyle Brands Limited Jointly filed Company Application with Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT").

January' 2025

Demerger Scheme was approved by the majority of equity shareholders of the Company on January 21, 2025 and joint petition was subsequently filed with the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT").

March' 2025

Demerger Scheme was sanctioned by NCLT on March 27, 2025.
FUND RAISING - QUALIFIED INSTITUTIONAL PLACEMENT

Event Date

Matters

January' 2025

On January 15, 2025, the Board approved the the fund raising proposal through Qualified Institutional Placement ("QIP") aggregating to an amount up to 2,500 crore.
On January 16, 2025, QIP Committee of the Board of Directors approved the opening of issue date, Floor price 271.28 per equity share and preliminary placement document.
On January 21, 2025, QIP Committee of the Board of Directors approved the closure of issue date, allocation of 6,85,83,059 equity shares at an issue price of 271.30 per equity share and placement document.
On January 22, 2025, QIP Committee of the Board of Directors approved the issue and allotment of 6,85,83,059 Equity Shares to eligible qualified institutional buyers at the issue price of 271.30 and Company has received listing approval from BSE Limited and National Stock Exchange of India Limited on QIP.
FUND RAISING - PREFERENTIAL ISSUE

Event Date

Matters

January' 2025

On January 15, 2025, Board approved the the fund raising proposal through issuance of equity shares on a preferential basis to Non-Promoter and Promoter Group category aggregating to an amount up to 2,378.75 crore ("Preferential Issue"), subject to the shareholders approval at its Extra- Ordinary General Meeting to be held on February 13, 2025.

February' 2025

On February 12, 2025, Company received In-principle approval from BSE Limited and National Stock Exchange of India Limited on Preferential Issue.
On February 13, 2025, shareholders approved the Preferential Issue by passing Special Resolutions.
On February 24, 2025, Preferential Issue Committee of Board of Directors approved the allotment of 4,08,33,990 fully paid-up equity shares of the Company at face value of 10 each at issue price of 317.75 (includes premium of 307.75) under promoter group category and 3,96,09,127 fully paid up equity shares of the Company for at face value of 10 at issue price of 272.98 (includes premium of 262.98) each under non-promoter category.

March' 2025

Company received Listing approval on Preferential Issue from BSE Limited and National Stock Exchange of India Limited on March 6, 2025 and March 7, 2025, respectively.
Company received Trading approval on Preferential Issue from BSE Limited and National Stock Exchange of India Limited on March 12, 2025.

J. Proceeds from Qualified Institutional Placement, Preferential Issue and Non-Convertible Debentures:

The utilization of funds raised have been mentioned hereunder:

(Amount Rs. in Crore)

Mode Object Amount allocated Amount utilized
Qualified Institutional Placement Prepayment and / or repayment, in full or in part, of all or a portion of certain of the outstanding borrowings(including interest thereon) availed for the Remaining Business of our Company 1,400.00 1,304.77
General corporate purpose 428.66 409.26
Preferential Issue Prepayment or repayment, in full or part, of all or a portion of certain of the outstanding borrowings availed by Demerged ABFRL as per their repayment schedule. 1,185.00 1,014.06
Investment towards capex and opex across high growth businesses within proposed Demerged ABFRL in business segments of Value Retail (Pantaloons & Style Up), Ethnic (designer led & premium ethnic wear brands) and luxury retail (The Collective & Galeries Lafayette) 600.00 -
General corporate purposes 593.75 -
Non- Convertible Debentures Refinancing of existing debt and General corporate purpose 500.00 500.00

During the year under review, there has been no deviation in the use of proceeds of the

Qualified Institutional Placement, Preferential Issue and Non-Convertible Debentures

("aforesaid Issues") from the objects stated in the respective Offer documents as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the uses/application of proceeds/funds raised from the aforesaid Issues and also filed with the Stock Exchanges on a quarterly basis, as applicable.

K. Subsidiaries, Joint Ventures, Associate Companies

During the year under review: l On April 9, 2024, Aditya Birla Lifestyle Brands Limited, wholly owned subsidiary of the Company was incorporated for the purpose of vertical demerger of Madura Fashion & Lifestyle business from the Company; l On July 11, 2024, Goodview Fashion Private Limited became subsidiary of the Company; l On September 1, 2024, TCNS Clothing Co. Limited was amalgamated into and with Company and dissolved without being wound up pursuant to effectiveness of TCNS Amalgamation Scheme and l On October 16, 2024, Wrogn Private Limited (formerly known as Universal Sportsbiz Private Limited) became Associate Company of Aditya Birla Digital Fashion Ventures

Limited, a wholly owned subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Act, read with the Companies (Accounts)

Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company's subsidiaries and associate in Form No. AOC-1 is annexed as Annexure IV to this Report.

In accordance with the provisions of Section 136 of the Act and the amendments thereto and the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of your Company's subsidiaries, joint ventures/associate companies have been placed on the website of your Company viz. www.abfrl.com.

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company i.e. www.abfrl.com. However, the Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations.

L. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company consciously makes all efforts to conserve energy across all its operations. A report containing details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure V to this Report.

M. Vigil Mechanism

The Board, on recommendation of its Audit Committee, has adopted a Vigil Mechanism/ Whistle Blower Policy and the details of which are provided in the ‘Corporate Governance

Report' forming part of this Integrated Annual Report.

Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairperson of the Audit Committee is provided to them. The details of establishment of Vigil Mechanism is also available on the website of the Company i.e. www.abfrl.com

N. Risk Management

Your Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 21 of the SEBI Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The policy is reviewed periodically by the Risk Management and Sustainability Committee along with the key risks and related mitigation plans. More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the ever-increasing size and complexity of the business operations, your Company is exposed to various risks emanating from frauds. Accordingly, the Board, on recommendation of the Audit Committee, has adopted an Anti-Fraud Policy and a Whistle Blower Policy, to put in place, a system for detecting and/or preventing and/or deterring and/or controlling the occurrence of frauds.

O. Nomination Policy and Executive Remuneration Policy/Philosophy

In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the

Board of your Company, on recommendation of the NRC, had adopted a Nomination Policy, which inter alia enumerates the Company's policy on appointment of Directors,

KMPs and senior management. Further, the Board, on recommendation of NRC, had also adopted a policy entailing Executive Remuneration Philosophy, which covers remuneration philosophy covering the Directors, KMPs, senior management and other employees of the Company.

Both the aforesaid policies, as amended from time to time pursuant to the amendments in the applicable regulatory provisions, are available on the website of the Company i.e. www.abfrl.com Salient features of the aforesaid policies are as under: (a) Nomination Policy The Nomination Policy is enacted mainly to deal with the following matters, falling within the scope of the NRC to: l institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as key managerial personnel and/or in senior management and recommend to the Board of Directors their appointment and removal from time to time; l devise a policy on board diversity; l review and implement the succession and development plans for Managing

Director, Executive Directors and officers forming part of senior management; l formulate the criteria for determining qualifications, positive attributes and independence of Directors; l establish evaluation criteria of Board, its committees and each Director and l recommend the Board, all remuneration, in whatever form, payable to senior management.

(b) Executive Remuneration Policy/Philosophy

This Policy supports the design of programmes that align executive rewards - including incentive programmes, retirement benefit programmes, promotion and advancement opportunities - with the long-term success of the Stakeholders of the Company. The executive remuneration program of the Company is designed to attract, retain, and reward talented executives who will contribute to our long-term success and thereby build value for our shareholders and intends to: l provide for monetary and non-monetary remuneration elements to our executives on a holistic basis and l emphasize "Pay for Performance" by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.

P. Business Responsibility and Sustainability Report

Your Company's sustainability initiatives are aligned with the Aditya Birla Group's sustainability vision and Sustainable Business Framework, we at ABFRL embarked on our sustainability journey with the launch of the sustainability 1.0 programme ‘ReEarth - For

Our Tomorrow' in FY13.

Building on our commitment to foster a sustainable tomorrow and deliver sustainable fashion, we have leapfrogged in our ReEarth programme with sustainability 2.0 and defined milestones for 2025. As your company transform to the journey Sustainability 3.0, we are redefining boundaries, setting ambitious goals, and embracing our responsibility to shape a sustainable future. Our vision for 2030 isn't just aligned with global climate goals—it is a bold declaration of our intent to lead with purpose and impact, focusing on below key areas: Net-Zero & decarbonization, Circularity by design, empowered communities, Health safety & well-being, Technology & Digitisation.

In accordance with our sustainability vision and in terms of Regulation 34(2)(f) of the SEBI

Listing Regulations, a ‘Business Responsibility and Sustainability Report' forms part of this Integrated Annual Report.

Q. Auditors and Auditors Report

Auditor

Auditors Report

Statutory Auditor

Price Waterhouse & Co Chartered Accountants LLP (FRN: 304026E/E-300009), were appointed as the Statutory Auditors of the Company at the 14th Annual General Meeting ("AGM"), for a term of five consecutive years, till the conclusion of the 19th AGM to be held in the year 2026.
Further, the Auditors' Report "with an unmodified opinion", given by the Statutory Auditors on the financial statements of the Company for financial year 2024-25, forms part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review.
The notes to the financial statements are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of the Company at its meeting held on May 23, 2025, based on the recommendation of Audit Committee, approved the appointment of BNP & Associates, Company Secretaries (Firm registration no: P2014MH037400), as secretarial auditor of the Company to hold office for a term of 5 (five) consecutive years, i.e. from the ensuing 18 th Annual General Meeting ("AGM") until the conclusion of the 23rd AGM of the Company, subject to the approval of shareholders at ensuing AGM, as per Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI Listing Regulations.
The Secretarial Audit Report for financial year 2024-25 given by M/s. Dilip Bharadiya & Associates, Secretarial Auditor of the Company is annexed as Annexure VI to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the year under review.

Cost Auditor

During the year under review, your Company was not required to maintain cost records under Section 148(1) of the Act. Hence, the provisions related to appointment of Cost Auditor is not applicable on the Company.

Details in respect of frauds reported by auditors under Sub-Section (12) of Section 143 of the Act

During the financial year under review, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the

Central Government under Section 143(12) of the Act.

R. Material changes and commitment affecting financial position of the Company which have occurred between the end of the Financial year, to which the financial statement relates, and the date of the Report l On April 22, 2025, the Company received the certified copy of NCLT order dated March 27, 2025, sanctioning Demerger Scheme; l On May 1, 2025 Demerger Scheme became effective, being first day of the month following the month in which all conditions precedents are satisfied. Appointed Date as per the Demerger Scheme is April 1, 2024; l With effect from May 1, 2025, Mr. Vishak Kumar, a Whole-time Director ("WTD") and Key Managerial Personnel ("KMP"), who was an employee of the Company has been transferred to Aditya Birla Lifestyle Brands Limited and accordingly, his position as

WTD and KMP of the Company stand relinquished from closure of business hours of

April 30, 2025; l With effect from May 1, 2025, Board of Directors of Aditya Birla Lifestyle Brands Limited approved the appointment of Mr. Ashish Dikshit as its Managing Director (in addition to his current position as Managing Director of the Company); l Aditya Birla Garments Limited ceased to be a wholly owned subsidiary of the Company pursuant to the effectiveness of the Demerger Scheme; l The Company fixed Thursday, May 22, 2025, as the "Record Date" for the purpose of ascertaining the equity shareholders of the Company who will be entitled to be issued equity shares of ABLBL pursuant to the Demerger Scheme and l Pursuant to the Demerger Scheme, ABLBL shall issue & allot its equity shares to the equity shareholders of the Company. As a result of this allotment, ABLBL will no longer remain a wholly-owned subsidiary of the Company.

S. Other Disclosures

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that, during the year under review: l there was no change in the nature of business of your Company; l there was no revision in the financial statements; l it has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2025, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon; l it has not issued any shares with differential voting rights; l it has not issued any sweat equity shares; l no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of your Company in future; l it does not engage in commodity hedging activities; l it has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and l it has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

It is further disclosed that: l there is no plan to revise the financial statements or directors' report in respect of any previous financial year; l particulars of the loans, guarantees and investments as required under Section 186 of the Act are disclosed in the financial statements of your Company for the year under review and l details pertaining to unclaimed shares demat suspense account of your Company are disclosed in the ‘Shareholders' Information' forming part of this Integrated Annual

Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Integrated Annual Report.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations and M/s. Dilip Bharadiya & Associates, Company Secretaries, vide their certificate dated May 23, 2025, have confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure VII to this Report.

ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form no. MGT-7 is available on the website of the Company i.e. www.abfrl.com

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate internal control systems that are commensurate with the size of its operations. Internal Control system comprise of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information, and compliance.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

This policy is applicable to all employees, irrespective of their level and it also includes ‘Third Party Harassment' cases i.e. where sexual harassment is committed by any person who is not an employee of the Company.

Your Company has also set up an Internal Complaints Committee at each of its administrative office(s) which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the policy and the provisions of POSH Act.

The details of complaints related to sexual harassment, during the financial year 2024-25:

Sr. no.

Particulars Pending as on March 31, 2024 Received during the year Disposed off during the year Pending for more than 90 days Pending as on March 31, 2025
1 Employees (On roll) - 17 15 1 2
2 Others (Off roll/3rd party) - 14 12 2 2

Total

- 31 27 3 4

AWARDS AND RECOGNITIONS

Your Company has been a proud recipient of many awards and recognitions during the year under review and significant ones amongst them are as under:

Sustainability Leadership

Brand & Marketing Accolades

ABFRL was recognized as a leading sustainable company at the 4th Edition of ‘India's Most Sustainable Companies' for its significant strides in environment and social impact. LoveChild Masaba wins the ‘Beauty and Wellness Retailer of the Year' award at the Industry of Retail and eCommerce (IReC) Awards 2024.
ABFRL received CII-ITC Award for Significant Achievement in Social Impact/ CSR domain. TASVA wins Gold at the BW Excel Awards 2024 for ‘Integrated PR Marketing Campaign' and the Campaign of the Year' for its partnership with the Olympic Association (IOA) as the ‘Official Ceremonial Dress Partner' for Team India at the Paris Olympics 2024.
ABFRL awarded Sustainable Business of the Year in Financial Express Green Darathi Awards. TASVA wins Silver at the ET Kaleido Awards 2024 for their campaign ‘TASVA Toh Banta Hai' in the ‘Fashion, Beauty and Lifestyle category.
ABFRL received ICC Social Impact Award 2025 under the category of Rural Development HAL and FCL certified for LEED Zero Facility by USGC. Jaypore wins Bronze at the ET Kaleido Awards 2024 for their campaign ‘Reclaim Your Roots' Waterin the ‘Fashion, Beauty and Lifestyle category.
ABFRL participated and Top Performance in S&P Dow Jones Sustainability Index CSA Score of 83 and secured a position in the 99th Percentile. Jaypore's ‘Reclaim Your Roots, campaign won bronze at the Agency Reporter's PR & Communications Excellence Awards 2024.

Sustainability Leadership

Brand & Marketing Accolades

Transformative Movement in MSCI (Morgan Stanley Capital International) ESG Rating. Louis Philippe has been honoured with one of the most prestigious retail awards for excellence in Visual Merchandising.
Upgraded from BBB to AA Rating. We received the award for Innovation in Visual Merchandising for our ground breaking Kinetic Window Display, showcased across our exclusive Louis Philippe stores.
Completed GIZ-ABFRL Joint project DeveloPPP. At the 11th DCX Conference presented by Salesforce & Locobuzz, Louis Philippe stood out among 300+ entries across industries winning Best Customer Retention Strategy and Best Customer Experience Strategy,
Prepared and released ‘Circular Guideline & Manifesto' for textile and apparel industries in Bharat Tex 2025. . These awards recognise our end-to-end customer approach that brings together data, design, and service to deliver stronger relationships and better experiences.
ABFRL's sustainability case study published by Harvard Business Publishing Education "Aditya Birla Fashion and Retail: Stitching Sustainability" well received case study in HBS nd Ivey Publishing. Retail & Apparel Recognition: ABFRL honoured as ‘Omnichannel Retailer of the Year' at ET Retail's Great India Summit 2024.
ABFRL named ‘Fashion Retailer of the Year' at the Industry of Retail and eCommerce (IReC) Awards 2024.
ABFRL's 3D Coffee Table Book, ‘Fashionabling Earth: A Decade of Sustainability' won Gold at the 14th PRCI Excellence Awards 2024. Employee Well-being & Safety: ABFRL won Platinum Score in Arogya World Healthy Workplace Award 2024.
ABFRL's 3D Coffee Table Book, ‘Fashionabling Earth: A Decade of Sustainability' won Gold at the FE Brandwagon's Ace Awards 2024. PR & Communication Excellence: ABFRL's Internal Newsletter ‘InTouch' won third prize at the PRSI National Awards 2024. ABFRL's Internal Newsletter ‘InTouch' won Silver at the Agency Reporter's PR & Communications Excellence Awards 2024. ABFRL won SAP ACE Award 2024 in the ‘Game Changer' category for the successful implementation of the S4 FVB project at MFL.

ACKNOWLEDGEMENT

We take this opportunity to thank all the customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions for their continuous support. We also thank the Central and State Governments and other regulatory authorities for their cooperation.

We acknowledge the patronage of the Aditya Birla Group and above all, we place on record our sincere appreciation for the hard-work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.

For and on behalf of the Board of Directors

Ashish Dikshit

Sangeeta Tanwani

Place : Mumbai Managing Director Whole-time Director
Date : May 23, 2025 DIN: 01842066 DIN: 03321646

   

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