1. We have audited the accompanying standalone financial statements of Aditya Birla Fashion andRetail Limited ("the Company”) which includes the financial statements of ABFRL Employee WelfareTrust, which comprise the Standalone Balance Sheet as at March 31, 2025, and the StandaloneStatement of Profit and Loss (including Other Comprehensive Income), the Standalone Statementof Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, andnotes to the standalone financial statements, including material accounting policy information andother explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us,the aforesaid standalone financial statements give the information required by the CompaniesAct, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state of affairs of the Company as at March31, 2025, and total comprehensive income (comprising of loss and other comprehensive income),changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor’sresponsibilities for the audit of the standalone financial statements” section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Act and the Rules thereunder, andwe have fulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.
Emphasis of matter
4. We draw attention to Note 52 to the standalone financial statements regarding the Scheme ofAmalgamation (the ‘Merger Scheme’) of TCNS Clothing Co. Ltd with the Company, as approved bythe National Company Law Tribunal. The Company has accounted for the amalgamation as per theaccounting treatment specified in the Merger Scheme, with effect from September 26, 2023, whichis in accordance with Appendix C ‘Business combinations of entities under common control’ to IndAS 103 ‘Business Combinations’ and accordingly, the comparative financial information for the yearended March 31, 2024, presented in the standalone financial statements have been restated.
Our conclusion is not modified in respect of this matter.
Key audit matters
5. Key audit matters are those matters that, in our professional judgement, were of most significance inour audit of the standalone financial statements of the current period. These matters were addressedin the context of our audit of the standalone financial statements as a whole and in forming ouropinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of goodwill and
Our audit procedures included the following:
acquired brands
•
Understood and evaluated the design and
(Refer Note 5 to the standalone financial
tested operating effectiveness of Company’s
statements)
controls to assess impairment, on an annualbasis.
The Company has goodwill of ' 1,994.72 crores and
acquired brands amounting to ' 1,414.18 crores at
Evaluated whether the CGUs were determined
March 31, 2025.
and the goodwill and brands allocation wasperformed in accordance with requirements of
Goodwill and brands were acquired through
Ind AS 36 and our knowledge of the Company’s
business combinations recorded in the prioryears and was allocated to Cash Generating Units
operations.
(CGUs) of the Company. In accordance with Ind AS
Evaluated the appropriateness of the approach
36, Impairment of Assets, goodwill acquired in a
selected by the management to determine the
business combination is required to be tested for
recoverable amount of the CGUs.
impairment annually.
Evaluated the objectivity, competency andindependence of the management expert
Management has performed impairmentassessment for each of the CGUs to which
engaged by the Company.
Evaluated the reasonableness of the cashflow
goodwill and related brands have been allocated
projections by testing the key management
by comparing the carrying amount of the assets
assumptions and estimates used in the
relating to the CGUs, including the goodwill andbrands, with the recoverable amount of the CGUs.
impairment analysis and assessed theconsistency of the cashflow projections with
Recoverable amount is the higher of value in use
the budgets approved by the Board of Directors.
and fair value less costs of disposal.
Evaluated the sensitivity analysis performed by
Impairment assessment requires significant
management on the growth rates and discount
management judgement and estimates such as
rates to determine whether reasonable changes
projected cash flows, discount rates, growth rates
in these key assumptions would result in the
over the projection period and terminal growth
carrying amounts of individual CGUs to exceed
rates. Given the judgement, subjectivity and
their recoverable amounts.
sensitivity of key parameters to the changes in
Involved auditor’s expert to assist in evaluating
economic conditions, the impairment assessment
the impairment assessment including certain
is considered to be a key audit matter.
assumptions used.
Evaluated the adequacy of the disclosures madein the standalone financial statements.
Impairment evaluation of Investments insubsidiaries
(Refer Note 6(a) to the standalone financialstatements)
At March 31, 2025, the Company has investmentsin the following subsidiaries namely:
• Understood and evaluated the design andtested operating effectiveness of Company’scontrols to assess impairment of its investmentsin subsidiaries.
• Evaluated the appropriateness of the approachselected by the management to determine therecoverable amount.
• Evaluated the objectivity, competency andindependence of the Management expertengaged by the Company.
• Evaluated the reasonableness of the cashflowprojections by testing the key managementassumptions and estimates used in theimpairment analysis and assessed theconsistency of the cashflow projections withthe budgets approved by Board of Directors.
• Evaluated the sensitivity analysis performedby the Management on the recoverableamount and assessed whether any reasonablyforeseeable changes in key assumptions couldlead to impairment loss or material change invaluation.
• Evaluated the Company’s process regardingimpairment assessment with the involvementof auditor’s valuation experts to assist inassessing the appropriateness of the impairmentmodel including independent assessment ofcertain assumptions underlying the cash flowprojections, discount rate, terminal value etc.
• Obtained the audited Standalone FinancialStatements of the subsidiaries for the yearended March 31, 2025 and evaluated theirfinancial performance.
• We have tested the methodology andassumptions used by the management todetermine the fair value of the OCRPS.
• Evaluated the adequacy of the disclosures madein the standalone financial statements.
Name of subsidiary
Amount(' Incrores)
Jaypore E-Commerce PrivateLimited(#)
390.61
Finesse International Design PrivateLimited
97.77
Sabyasachi Calcutta LLP
440.84
Indivinity Clothing Retail PrivateLimited(*)
490.89
House of Masaba Lifestyle PrivateLimited
107.09
Aditya Birla Digital Fashion VenturesLimited(^)
792.25
Goodview Fashion Private Limited
194.60
(#) including inter corporate deposit of ' 60.85 crores.(*) including inter corporate deposit of ' 151.14 crores.
(a) including investment of ' 292.25 crores in OptionallyConvertible Redeemable Preference Shares (OCRPS).
The Company evaluates the recoverability ofthe carrying values of these investments inaccordance with Ind AS 36 ‘Impairment ofAssets’. Impairment assessment is performedand recoverable amounts of the investmentsare determined if indicators of impairment areidentified. Management periodically determinesthe fair value of its investments in subsidiarieswhich are carried at fair value through profit andloss as per Ind AS 109, ‘Financial Instruments’.Management has considered losses suffered bythese subsidiaries as an indicator for impairmentassessment.
Management has therefore performed impairmentassessment by determining the recoverableamount of the investments in these subsidiariesusing the value in use method and comparingthe same with the carrying value. Where thecarrying value exceeds the recoverable amount,an impairment loss is recognized.
Determination of value in use involves use ofprojected cash flows based on financial budgetsapproved by the Board of Directors. Managementhas involved external experts to determine therecoverable amounts.
Impairment evaluation of investment in subsidiariesis considered as a key audit matter as it requiressignificant managementjudgement and estimatesin addition to consideration of economic andentity specific factors in determination of therecoverable value used in impairment assessmentsuch as projected cash flows, discount rates, growthrates over the projection period and terminalgrowth rates which are subject to managementjudgement and subjectivity and might be affectedby changes in economic conditions.
Accounting for demerger of Madura Fashionand Lifestyle Business division
(Refer Note 2.4(i) and Note 51 to the standalonefinancial statements)
During the year, the Company received all requisiteregulatory approvals in respect of the Scheme ofArrangement (the "Demerger Scheme”) for transferof its Madura Fashion and Lifestyle business (‘MFLdivision’) to Aditya Birla Lifestyle Brands Limited(the "Resulting Company”).
Consequent to the approval received from theNational Company Law Tribunal on March 27, 2025,the assets and liabilities relating to MFL divisionhave been transferred to the Resulting Companyat book values as on that date.
This has been considered as a key audit matter inview of the complexities involved in the DemergerScheme, risk of accuracy and completeness ofassets and liabilities transferred to the ResultingCompany, and MFL division income and expensedisclosed as discontinued operations under IndAS 105, ‘Non-current Assets Held for Sale andDiscontinued Operations’.
Our audit procedures included:
• Understood and evaluated the design andtested the operating effectiveness of the internalfinancial controls for accounting for the impact ofthe Demerger Scheme and related disclosures.
• Understood and evaluated the terms of thedemerger as specified in the Demerger Schemerelated to the accounting treatment.
• Read the Demerger Scheme and relatedagreements executed between the Companyand the Resulting Company for identificationof the assets and liabilities transferred at bookvalues and evaluated the accounting for non¬routine transactions, estimates and judgementsin respect of such assets and liabilities, andincome and expenses presented as discontinuedoperations.
• Understood and evaluated the management’sbasis for identifying the assets and liabilitiesrelated to the MFL division.
• Verified the approvals received from theregulatory authorities and assessed theCompany’s compliance with the conditionsspecified in these approvals.
• Verified the underlying agreements to assess theappropriateness of costs related to demergerrecognised by the Company.
• Assessed the adequacy of the disclosures madein standalone financial statements.
Provision for Inventory obsolescence
(Refer Notes 2.4(d) and 12 to the standalone
financial statements)
tested the operating effectiveness of Company’s
The Company held inventories of ' 1,776.24 crores
controls to assess the adequacy of provision for
at March 31, 2025. In accordance with Ind AS 2,
inventory obsolescence.
Inventories, inventories are carried at lower of cost
Evaluated the methodology used by the
or net realizable value.
management to determine the provision
The Company operates in a fast changing fashion
for inventory obsolescence and determined
market where there is a risk of inventory falling
whether the method is consistent with that
out of fashion and proving difficult to be sold
applied in the prior year.
above cost. Management has a policy to recognize
Assessed whether the changes in the
provisions for inventory considering assessment of
methodology (if any) are reasonable and
future trends and the Company’s past experience
consistent with our understanding of the
related to its ability to liquidate the aged inventory.
changes in the business.
The provision for inventory obsolescence has been
Tested the ageing report including assessing its
considered as a key audit matter, as determination
completeness and the underlying management
of provision for inventory involves significant
judgements and estimates made. Further,
management judgment and estimates.
assessed on a sample basis whether thecalculation of provision for obsolescence is inaccordance with Company’s policy.
Verified appropriate approvals for specificobsolescence provisions and assessed theirreasonableness on a sample basis.
Provisions for discount and sales returns
(Refer Note 2.4(e) to the standalone financial
The Company has recognised provisions for
unsettled discounts and sales returns amounting
discounts and sales returns.
to ' 6.60 crores and ' 59.21 crores, respectively, at
Evaluated the periodic account reconciliations
March 31, 2025. (excluding provisions for discounts
prepared by the management during the year.
and sales returns relating to MFL division,
Evaluated the management estimates and
amounting to ' 289.84 crores and ' 499.11 crores,
judgements in determining the provision
respectively)
for discounts and sales returns and assessed
Revenue from contracts with customers is
whether the same is consistent with the prior
recognised when the entity satisfies a performance
year.
obligation by transferring control of promised
Evaluated the contract terms for a sample of
goods to a customer.
customer contracts to assess the reasonableness
Recognition of revenue requires determination
of the provision for discounts and returns and
of the net selling price after considering variable
determine whether the same is in line with
consideration including forecast of sales returns
terms of the contract.
and discounts.
Verified credits notes issued to customers on a
The estimate of sales returns and discounts
sample basis and assessed the validity of claims
depends on contract terms, forecasts of sales
with the underlying documents and appropriate
volumes and past history of quantum of returns.
approvals.
The expected returns and discounts that have not
Evaluated the adequacy of the disclosures made
yet been settled with the customers are estimated
in the standalone financial statements.
and accrued.
Determination of provisions for discounts and
sales returns is determined as a key audit matter
as it involves significant management judgement
and estimation.
Other Information
6. The Company’s Board of Directors is responsible for the other information. The other informationcomprises the information included in the annual report, but does not include the financialstatements and our auditor’s report thereon. The annual report is expected to be made availableto us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read theother information identified above when it becomes available and, in doing so, consider whetherthe other information is materially inconsistent with the standalone financial statements or ourknowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, weare required to communicate the matter to those charged with governance and take appropriateaction as applicable under the relevant laws and regulations.
Responsibilities of management and those charged with governance for the standalone financial
statements
7. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theAct with respect to the preparation of these standalone financial statements that give a true andfair view of the financial position, financial performance, changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in India, includingthe Indian Accounting Standards specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, Board of Directors is responsible for assessingthe Company’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless Board of Directors eitherintends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. Those Board of Directors are also responsible for overseeing the Company’s financial reportingprocess.
Auditor’s responsibilities for the audit of the standalone financial statements
10. Our objectives are to obtain reasonable assurance about whether the standalone financialstatements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with SAs, we exercise professional judgement and maintainprofessional scepticism throughout the audit. We also:
a) Identify and assess the risks of material misstatement of the standalone financial statements,whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
b) Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we arealso responsible for expressing our opinion on whether the Company has adequate internalfinancial controls with reference to standalone financial statements in place and the operatingeffectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Management.
d) Conclude on the appropriateness of management’s use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company’s ability to continue asa going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor’s report to the related disclosures in the standalone financial statementsor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Company to cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
12. We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficienciesin internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence,and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on other legal and regulatory requirements
15. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of Section 143 of the Act, we give in the "AnnexureB” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
16. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books, except for the matters stated inparagraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014 (as amended). Further, in the absence of sufficient appropriate audit evidence, weare unable to verify whether the backup of certain papers maintained in electronic mode hasbeen maintained on a daily basis on servers physically located in India during the year.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including othercomprehensive income), the Standalone Statement of Changes in Equity and the StandaloneStatement of Cash Flows dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors and taken on recordby the Board of Directors, none of the directors is disqualified as on March 31, 2025, from beingappointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, referenceis made to our remarks in paragraph 16(b) above on reporting under Section 143(3)(b) andparagraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014 (as amended).
(g) With respect to the adequacy of the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in "Annexure A”.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to
the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in itsstandalone financial statements. (Refer Note 45 to the standalone financial statements)
ii. The Company was not required to recognise a provision as at March 31, 2025 under theapplicable law or Indian Accounting Standards, as it does not have any material foreseeablelosses on long-term contracts. The Company has made provision as required under theaccounting standards for material foreseeable losses, if any, on derivative contracts as atMarch 31, 2025.
iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year ended March 31, 2025.
iv. (a) The management has represented that, to the best of its knowledge and belief, as
disclosed in Note 56(vii) to the standalone financial statements, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other person(s) or entity(ies),including foreign entities ("Intermediaries”), with the understanding, whether recordedin writing or otherwise, that the Intermediary shall, whether directly or indirectly, lendor invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries (Refer Note 56(vii) to the standalonefinancial statements);
(b) The management has represented that, to the best of its knowledge and belief, asdisclosed in the Note 56(vii) to the standalone financial statements, no funds have beenreceived by the Company from any person(s) or entity(ies), including foreign entities("Funding Parties”), with the understanding, whether recorded in writing or otherwise,that the Company shall, whether directly or indirectly, lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries (Refer Note 56(vii) to the standalone financial statements);and
(c) Based on such audit procedures that we considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (a) and (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year.
vi. Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of account, which has the feature of recording audit trail(edit log) facility, and that have operated throughout the year for all relevant transactionsrecorded in the software, except for modifications, if any, made by certain users with specificaccess at the application level and for direct database changes. During the course ofperforming our procedures, we did not notice any instance of the audit trail feature beingtampered with, except for the aforesaid instances of audit trail not maintained where thequestion of our commenting on whether the audit trail feature has been tampered withdoes not arise. Further, the audit trail, to the extent maintained in the prior year, has beenpreserved by the Company, as per the statutory requirements for record retention.
In respect of accounting software maintained by third party service providers, due toabsence of or insufficient information in the service auditors’ report related to audit trail,we are unable to comment whether the audit trail feature of the aforesaid software wereenabled and operated throughout the year for all relevant transactions recorded in thesoftware or whether there were any instances of the audit trail feature been tampered
with. Further, the audit trail was not maintained in the prior year and hence the questionof our commenting on whether the audit trail was preserved by the Company as per thestatutory requirements for record retention does not arise.
17. The Company has paid/ provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
A. J. Shaikh
Partner
Membership Number: 203637UDIN: 25203637BMKSJM2599
Place: MumbaiDate: May 23, 2025