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

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.

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

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 shoppingjourney
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.

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.

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.

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.

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 pret 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,

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 digitaljourney, 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.

* Includes other income of ' 77 Crore (Previous year: ' 100 Crore) in standalone Financial Statements ("FS") and
' 78 Crore (Previousyear ' 100 Crore) in consolidated FS and excludes exceptional items in both.

Standalone performance

(!)    Includes other income of' 198 Crore (Previousyear:' 12! Crore) in standalone FS and ' 196 Crore (Previousyear:

' !38 Crore) in consolidated FS and excludes exceptional items in both.

(2) Net working Capital

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

(4)    As on March 3!, 2025, goodwill (after testing for impairment in accordance with the Ind AS - 36 issued by the
Institute of Chartered Accountants of India) stands at' !,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”)

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

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

*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.

*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.

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.

SHADE CAPITAL

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:

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

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.

•    Education - to spark the desire for learning and knowledge;

•    Health care - to render quality health care facilities to people living in the villages
and elsewhere through our hospitals;

•    Sustainable livelihood - to provide livelihood in a locally appropriate and
environmentally sustainable manner;

•    Infrastructure development - to set up essential services that form the foundation
of sustainable development and

•    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 18^th 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

DEMERGER OF MADURA FASHION AND LIFESTYLE BUSINESS

FUND RAISING - QUALIFIED INSTITUTIONAL PLACEMENT

FUND RAISING - PREFERENTIAL ISSUE

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

The utilization of funds raised have been mentioned hereunder:

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:

•    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;

•    On July 11,2024, Goodview Fashion Private Limited became subsidiary of the Company;

•    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

•    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:

•    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;

•    devise a policy on board diversity;

•    review and implement the succession and development plans for Managing
Director, Executive Directors and officers forming part of senior management;

•    formulate the criteria for determining qualifications, positive attributes and
independence of Directors;

•    establish evaluation criteria of Board, its committees and each Director and

•    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:

•    provide for monetary and non-monetary remuneration elements to our executives
on a holistic basis and

•    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

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

•    On April 22, 2025, the Company received the certified copy of NCLT order dated March
27, 2025, sanctioning Demerger Scheme;

•    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;

•    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;

•    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);

•    Aditya Birla Garments Limited ceased to be a wholly owned subsidiary of the Company
pursuant to the effectiveness of the Demerger Scheme;

•    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

•    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:

•    there was no change in the nature of business of your Company;

•    there was no revision in the financial statements;

•    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;

•    it has not issued any shares with differential voting rights;

•    it has not issued any sweat equity shares;

•    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;

•    it does not engage in commodity hedging activities;

•    it has not made application or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 and

•    it has not made any one-time settlement for the loans taken from the Banks or
Financial Institutions.

It is further disclosed that:

•    there is no plan to revise the financial statements or directors' report in respect of
any previous financial year;

•    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

•    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:

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:

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 co¬
operation.

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