MIRA INFORM REPORT

Report No. :	493666
Report Date :	23.02.2018

IDENTIFICATION DETAILS

Name :	ADITYA BIRLA FASHION AND RETAIL LIMITED (w.e.f.12.01.2016)
Formerly Known As :	PANTALOONS FASHION AND RETAIL LIMITED (w.e.f.23.04.2013) PETER ENGLAND FASHIONS AND RETAIL LIMITED
Registered Office :	701-704, 7th Floor, Skyline Icon Business Park, 86-92, Off A. K. Road, Marol Village, Andheri (East), Mumbai - 400059, Maharashtra
Tel. No.:	91-8652905000
Country :	India
Financials (as on) :	31.03.2017
Date of Incorporation :	19.04.2007
Com. Reg. No.:	11-233901
Capital Investment / Paid-up Capital :	INR 7705.300 Million
CIN No.: [Company Identification No.]	L18101MH2007PLC233901
IEC No.:	0313012482
GST No.:	Not Divulged
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAECP2371C
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of Manufacturing and Retailing of Branded Apparels and Runs a Chain. (Registered Activity)
No. of Employees :	19,397 (Approximately)

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23^rd January 2017)

MIRA’s Rating :

A

Credit Rating	Explanation	Rating Comments
A	Acceptable Risk	Business dealings permissible with moderate risk of default

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Aditya Birla Fashion And Retail Limited is a step down subsidiary of ‘Aditya Birla Nuvo Limited’. It operates in the lifestyle retail segment across varied categories like casual wear, ethnic wear, formal wear, party wear and sportswear for Men, Women and Kids. It also operates in non-apparel segment which primarily comprises Beauty Products, Fashion Jewellery, Footwear, Sports Division and Watches. ABFRL altogether hosts India's largest fashion network with over 8000 points of sale across over 700+ cities and towns, which include more than 2,000 exclusive ABFRL brand outlets. With 19 million Loyalty Members as of 30th June 2017, ABFRL has a strong bouquet of loyalty programmes in India. ABFRL boasts of creating more than 20,000 new designs every year. As per the financial record of 2017, the company has achieved a revenue growth of 9.92% along with a profit margin of 0.81%. Rating reflect company's healthy business profile backed by the strong market position of apparel brands of the Madura division, favorable growth prospects of the Pantaloons division driven by strong brand image and pan-India presence, and the benefits of the strong parentage of the Aditya Birla Group (ABG). The satisfactory financial profile of the company is reflected by decent solvency indicators along with sound gearing and above average liquidity position. However, these rating strengths are partially offset by the intensifying competitive landscape for the apparel sector in India, and the susceptibility of performance to economic down-cycles and to large annual addition of stores. ABFRL has acquired exclusive online and offline rights to market the global brand – ‘Forever 21’ and its existing store network, in the fast-fashion segment in India. Pursuant to the said acquisition, Forever 21 forms part of Madura Fashion & Lifestyle division of the subject company w.e.f. July 1, 2016. To expand its international portfolio, ABFRL entered into exclusive partnerships with two of UK’s most successful fashion brands, ‘Simon Carter’ and `Ted Baker’. The company has its share price trading at around INR 150.70 on BSE as on February 21, 2018 as against the Face Value (FV) of INR 10. Business is active. Payment seems to be regular and as per commitment. In view of aforesaid, the company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List

Country Name	Previous Rating (30.09.2017)	Current Rating (31.12.2017)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low Risk	A2
Moderately Low Risk	B1
Moderate Risk	B2
Moderately High Risk	C1
High Risk	C2
Very High Risk	D

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Loans = AA
Rating Explanation	High degree of safety and very low credit risk
Date	02.11.2017
Rating Agency Name	CRISIL
Rating	Short Term Loans = A1+
Rating Explanation	Very Strong degree of safety and carry lowest credit risk
Date	02.11.2017

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2016.

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 23.02.2018.

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE

(CONTACT NO: 91-8652905000)

LOCATIONS

Registered Office :	701-704, 7th Floor, Skyline Icon Business Park, 86-92, Off A. K. Road, Marol Village, Andheri (East), Mumbai – 400059, Maharashtra, India
Tel. No.:	91-8652905000
Fax No.:	91-8652905400
E-Mail :	secretarial.abfrl@adityabirla.com geetika.anand@adityabirla.com abfrl@adityabirla.com customerservice@abprl.aditybirla.com
Website :	http://www.abfrl.com http://www.adityabirla.com
Plant 1:	Madura Clothing (Crafted Clothing) No. 527, Marasur Village, Anekal Taluk, Bengaluru -562106, West Bengal, India
Plant 2:	Madura Clothing (Fashion Craft) No. 324, Marasur Village, Anekal Taluk, Bengaluru -562106, West Bengal, India
Plant 3:	Madura Clothing (Europa Garments) Survey No. 62/2A, 62/2B, Parappana Agrahara, Off Hosur Road, Begur Hobli, Naganathapura, Bengaluru - 560100, West Bengal, India
Plant 4:	Madura Clothing (Classical Menswear) No. 288/2, Dodda Begur, Bommanahalli, Bengaluru - 560068, West Bengal, India
Plant 5:	Madura Clothing (English Apparels) No. 52/2, Bilvaradahalli, Jigani Hobli, Anekal Taluk, Bengaluru - 560083, West Bengal, India
Plant 6:	Madura Clothing (Haritha Apparels) Survey No. 42/2, 43, Basavanapura, Mayaganahalli, Kasaba Hobli, Ramanagara Taluk - 562159, West Bengal, India
Plant 7:	Madura Clothing (Alpha Garments) No. 10/1, Byatarayanapura Jakkur Layout, Bellary Main Road, Bengaluru -5600 64, West Bengal, India
Plant 8:	Madura Clothing (Little England Apparels) Survey No. #569/1, 569/2B, 570, 606, 853/1 Kurbarapalli Village Doddaubanur Post, Denkanikotte, Taluk, Thally - 635118, West Bengal, India
Plant 9:	Bilteek Fashion Plot No. A-4, A-5, A-6, Apparel Park Industrial Area, Sy. No. 29 and 31, Arehalliguddadahalli, Kasaba Hobli, Doddaballapur Taluk, Bangalore - 561203, West Bengal, India

DIRECTORS

AS ON 31.03.2017

Name :	Mr. Pranab Barua
Designation :	Managing Director
	D-1, Cedar Crest, 258, 10th Main, Defence Colony, Indira Nagar, Bangalore - 560038, Karnataka, India
Brief Profile :	Mr. Pranab Barua is a Graduate in English Honours from St. Stephens College, New Delhi and has attended many advanced management programmes in India and abroad. He has over 40 years of experience across multiple industries. Before joining the Aditya Birla Group, he was working with a private equity group and their portfolio company. Prior to that he was the Chairperson and Managing Director of Reckitt Benckiser and he has also served as the Regional Director of Reckitt Benckiser for South Asia, Foods Director of Hindustan Unilever Limited and Sales and Marketing Director of Brooke Bond India Limited.
Date of Appointment :	23.01.2009
DIN No.:	00230152
Name :	Ms. Sukanya Kripalu
Designation :	Independent Director
	1703 / 17th Floor, Vivarea Tower B-1, Sane Guruji Marg, Hindustan Spinning And Wire Compdr Mahalaxmi, Mumbai - 400011, Maharashtra, India
Brief Profile :	Ms. Sukanya Kripalu is a graduate of St. Xavier’s College and an alumna of the Indian Institute of Management, Kolkata. With specialization in the fields of marketing, strategy, advertising and market research, her experience includes working with leading corporates like Nestle India Limited, Cadbury India Limited and Kellogg’s India. She was earlier the CEO of Quadra Advisory and is presently associated with Sukanya Consulting.
Date of Appointment :	13.10.2014
DIN No.:	06994202
Name :	Mr. Bharat Patel
Designation :	Director
	52, Miami Apartments Bhulabhai Desai Road, Mumbai - 400026, Maharashtra, India
Brief Profile :	Mr. Bharat Patel holds a Master’s Degree in Arts (Economics) from the University of Notre Dame, USA and a Master’s degree in Business Administration (Marketing) from the University of Michigan, USA. He has over 40 years of varied experience in the fields of marketing, sales, exports and manufacturing. He was the former Chairman of Procter & Gamble Hygiene and Health Care Limited. Apart from being on Executive Committees of various Indian and Global advertising and marketing related industry associations, he is on the Board of various companies.
Date of Appointment :	19.04.2013
DIN No.:	00060998
Name :	Mr. Arun Thiagarajan
Designation :	Independent Director
	Grace Home, 37 Kanakapura Road, Basavanagudi Bangalore 560004 Ka In
Brief Profile :	Mr. Arun Thiagarajan holds a Master’s degree in Engineering (Electrical) from Royal Institute of Technology, Stockholm. He also holds a degree in Business Administration and Information Systems from Uppsala University, Sweden. He has also attended the Advanced Management Program of the Harvard Business School. He has previously served as the Part- time Chairman of ING Vysya Bank Limited, Managing Director of Asea Brown Boveri Limited, Vice-Chairman of Wipro Limited and as President of Hewlett-Packard India Private Limited. Presently, he is on the Board of the various companies.
Date of Appointment :	11.05.2015
DIN No.:	00292757
Name :	Mr. Sushil Agarwal
Designation :	Non-Executive Director
	Ocean C.H. Society Ltd. 301, Ocean View Union Park, Khar West Mumbai 400052 MH IN
Brief Profile :	Mr. Sushil Agarwal is a qualified Chartered Accountant and holds a Master’s degree in Commerce. He has over 25 years of experience in financial and broad array of commercial matters. He has been with the Aditya Birla Group since the beginning of his career in 1989. He is presently the Group Chief Financial Officer for Aditya Birla Group, Whole Time Director & Chief Financial Officer of Grasim Industries Ltd. and also a Director on the Board of several companies. In recognition of his contribution to the Aditya Birla Group, he was honored with the Chairman’s “Exceptional Contributor Award” in the year 2000 and “Outstanding Leadership Award” in 2014. In 2013, he was named among India’s best CFOs by Business Today in the category “Enhancing Competitiveness through M&A”. He was recognized for excellence by ‘CFO 100’ under the category ‘Winning Edge in Strategy’ in 2011, ‘Winning Edge in M&A’ in 2014 and ‘Winning Edge in Corporate Finance’ in 2015 and 2016.
Date of Appointment :	06.08.2009
DIN No.:	00060017
Name :	Mr. Sanjeeb Chaudhuri
Designation :	Director
Address :	Taj Lands End Bandstand, Bandra, Mumbai-400050, Maharashtra, India
Date of Appointment :	09.01.2017
DIN No.:	03594427

KEY EXECUTIVES

Name :	Mr. Vishak Harihara Kumar
Designation :	CEO(KMP)
Address:	B 303, Avalon Hiranandani Gardens, Powai Mumbai - 400076, Maharashtra, India
Date of Appointment :	24.11.2016
PAN No.:	ABJPK7731J
Name :	Mr. Srinivasan Visvanthan
Designation :	Chief Financial Officer
Address:	No. 481, First Floor, 15th Main, 16th Cross, H.S.R. Layout, Sector-4, Bangalore - 560102, Karnataka, India
Date of Appointment :	04.11.2014
PAN No.:	ABJPV2826M
Name :	Mr. Ashish Dikshit
Designation :	Chief Executive Officer
Address:	E 405, Raheja Residency, 8th C Main Road, Koramangala, 3rd Block, Bangalore - 560034, Karnataka, India
Date of Appointment :	09.01.2016
PAN No.:	ADXPA0013B
Name :	Ms. Geetika Raghunandan Anand
Designation :	Company Secretary and Compliance Officer
Address:	B - 103, Himalayan Heights Bhakti Park, Wadala (East), Mumbai - 400037, Maharashtra, India
Date of Appointment :	01.01.2013
PAN No.:	AKDPA0263E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.12.2017

Category of Shareholder	Total No. of Shares	As a %
(A) Promoter and Promoter Group	457164117	59.24
(B) Public	314519861	40.76
Grand Total	771683978	100.00

Statement showing shareholding pattern of the Promoter and Promoter Group

Category of shareholder	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a % of (A+B+C2)
A1) Indian		0.00
Individuals/Hindu undivided Family	708254	0.09
Rajashree Birla	663696	0.09
Kumar Mangalam Birla	23966	0.00
Neerja Birla	10270	0.00
Vasavadatta Bajaj	9542	0.00
Aditya Vikram Kumarmangalam Birla HUF.	780	0.00
Any Other (specify)	456455863	59.15
Grasim Industries Ltd.	87380613	11.32
IGH Holdings Private Limited	85030930	11.02
TGS Investment & Trade Private Limited	70235027	9.10
Umang Commercial Company Private Limited	64972778	8.42
Trapti Trading and Investments Private Limited	49004462	6.35
Hindalco Industries Limited	44982142	5.83
Turquoise Investment and Finance Private Limited	33493678	4.34
Birla Group Holdings Private Limited	18773560	2.43
Pilani Investment and Industries Corporation Ltd.	972909	0.13
ECE Industries Ltd.	619647	0.08
Manav Investment and Trading Co. Ltd.	596310	0.08
Birla Consultants Limited	149006	0.02
Birla Industrial Finance (India) Limited	144508	0.02

Statement showing shareholding pattern of the Public shareholder

Category & Name of the Shareholders	No. of fully paid up equity shares held	Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)
B1) Institutions	0	0.00
Mutual Funds/	71888203	9.32
Franklin Templeton Mutual Fund and its Affiliates	29304954	3.80
Reliance Capital Trustee Co. Ltd. and its Affiliates	19350122	2.51
Foreign Portfolio Investors	89710207	11.63
Franklin Templeton Investment Funds	23797026	3.08
India Opportunities Growth Fund Ltd. - Pinewood Strategy	10521789	1.36
Financial Institutions/ Banks	354640	0.05
Insurance Companies	37384559	4.84
Life Insurance Corporation Of India	31597247	4.09
Any Other (specify)	122961	0.02
Foreign Bank	36017	0.00
UTI	86944	0.01
Sub Total B1	199460570	25.85
B2) Central Government/ State Government(s)/ President of India	0	0.00
Central Government/ State Government(s)/ President of India	577	0.00
Sub Total B2	577	0.00
B3) Non-Institutions	0	0.00
Individual share capital upto INR 0.200 Million	60894485	7.89
Individual share capital in excess of INR 0.200 Million	20389875	2.64
Any Other (specify)	33774354	4.38
Trusts	182317	0.02
Foreign Individuals	3020	0.00
HUF	1255890	0.16
NRI – Non- Repat	2318714	0.30
NRI – Repat	1826063	0.24
Director or Director's Relatives	556326	0.07
Employees	163915	0.02
Clearing Members	1507827	0.20
Bodies Corporate	25960282	3.36
Sub Total B3	115058714	14.91
B=B1+B2+B3	314519861	40.76

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of Manufacturing and Retailing of Branded Apparels and Runs a Chain. (Registered Activity)
Brand Names :	· Louis Philippe · Van Heusen · Allen Solly · Peter England · People · Pantaloons · Hackett London · Forever 21 · Simon Carter · Ted Baker · The Collective · Planet Fashion, etc.
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS: (NOT AVAILABLE)

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	--
Contact Number:	--
Since how long known:	--
Maximum limit dealt:	--
Experience:	--
Remark	--

Customers :

Reference:	Not Divulged
Name of the Person (Designation):	--
Contact Number:	--
Since how long known:	--
Maximum limit dealt:	--
Experience:	--
Remark	--

No. of Employees :

19,397 (Approximately)

Bankers :

· HDFC Bank Limited

· IDBI Bank Limited

· Axis Bank Limited

Facilities :

SECURED LOANS	31.03.2017 (INR In Million)	31.03.2016 (INR In Million)
LONG-TERM BORROWINGS
Term Loans - From Banks
Term Loan from Axis Bank	0.000	2100.000
Term Loan from SBI	0.000	3150.000
Term Loan from IDBI Bank (TUF)	0.000	10.200
Term Loan from HDFC Bank (TUF)	0.000	5.100
Term Loan from HDFC Bank (TUF)	15.300	46.100
Term Loan from HDFC Bank (TUF)	89.500	50.000
From Others
External Commercial Borrowings	0.000	313.100
External Commercial Borrowings	0.000	91.900
Preference Shares
Redeemable Cumulative - Preference Shares 10	5.000	5.000
Redeemable Cumulative - Preference Shares 11	0.100	0.100
SHORT TERM BORROWINGS
Loan repayable on demand-From Banks
Cash Credit	4.100	0.000
Commercial Papers	7193.200	5435.900
Loan repayable on demand from HSBC Bank	0.000	200.000
Loan from HDFC Bank repayable within one year	0.000	1000.000
Loan repayable on demand from Kotak Mahindra Bank	240.000	0.000
Buyers Credit (HDFC Bank & Kotak Mahindra Bank)	127.200	0.000
Total	7674.400	12407.400

Statutory Auditors :
Name :	S R B C and Co LLP Chartered Accountants
ICAI Firm Registration No.:	324982E/E300003
Secretarial Auditors
Name :	Dilip Bharadiya and Associates Company Secretaries
Memberships :	Not Available
Their Partners/ Collaborators :	· Gram Panchayats · Sarva Shiksha Abhiyan · CII · Labournet · SVET · SVYM · Pratham · ROCKFUND · GOONJ · Art of LIVING · BASCO · GRAAM · Narayana Netralaya · Modi Eye Hospital · Oxford · Dental college · Cancer Care India
Private Company whose Director is a Director in the Company:	· Aditya Birla Management Corporation Private Limited · Aditya Birla Online Fashion Private Limited
Key Managerial Personnel has significant influence:	Aditya Birla Retail Limited

CAPITAL STRUCTURE

AFTER 23.08.2017

Authorised Capital : INR 10101.500 Million

Issued, Subscribed & Paid-up Capital : INR 7721.990 Million

AS ON 31.03.2017

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	INR 10/- each	INR 10000.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
770527154	Equity Shares	INR 10/- each	INR 7705.300 Million

Terms / rights attached to equity shares

The Company has only one class of equity shares having face value of INR 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution to all preference shareholders. The distribution will be in proportion to the number of the equity shares held by the shareholders.

Details of shares held by each shareholder holding more than 5% shares:

Name of Shareholders	31.03.2017
	No. of shares held	% holding in that class of shares
IGH Holdings Private Limited	85030930	11.04%
TGS Investment And Trade Private Limited	70235027	9.12%
Aditya Birla Nuvo Limited	69982370	9.08%
Umang Commercial Company Private Limited	64972778	8.43%
Trapti Trading And Investments Private Limited	49004462	6.36%
Hindalco Industries Limited	44982142	5.84%
Franklin Templeton Mutual Fund and its affiliates	43943509	5.70%

Aggregate number of shares issued for consideration other than cash during the period of five years immediately proceeding the reporting year

Particulars	31.03.2017
	No. of shares
Equity shares allotted as fully paid-up pursuant to demerger contracts for consideration other than cash	723,390,854

FINANCIAL DATA

[all figures are in INR Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2017	31.03.2016	31.03.2015
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	7705.300	7688.400	927.900
(b) Reserves & Surplus	1848.900	1328.700	2412.500
(c) Money received against share warrants	0.000	0.000	0.000
(d) Share Suspense Account	27.400	37.800	6798.200
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	9581.600	9054.900	10138.600
(3) Non-Current Liabilities
(a) Long-term borrowings	12709.900	6771.500	10109.800
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	1464.300	1151.000	1239.100
(d) long-term provisions	76.600	61.800	32.100
Total Non-current Liabilities (3)	14250.800	7984.300	11381.000
(4) Current Liabilities
(a) Short term borrowings	7607.400	7992.700	6368.800
(b) Trade payables	15510.500	14298.100	12414.600
(c) Other current liabilities	2892.200	5955.600	3838.700
(d) Short-term provisions	515.900	538.500	491.900
Total Current Liabilities (4)	26526.000	28784.900	23114.000
TOTAL	50358.400	45824.100	44633.600
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	5462.400	4836.900	6288.300
(ii) Intangible Assets	19408.200	18395.100	18393.000
(iii) Capital work-in-progress	250.000	253.800	156.700
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	2720.600	2025.800	2077.700
(e) Other Non-current assets	1159.300	762.600	254.800
Total Non-Current Assets	29000.500	26274.200	27170.500
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	14312.500	14105.300	11502.500
(c) Trade receivables	4538.700	3123.800	4085.100
(d) Cash and cash equivalents	444.600	192.400	270.100
(e) Short-term loans and advances	1497.000	1714.400	763.700
(f) Other current assets	565.100	414.000	841.700
Total Current Assets	21357.900	19549.900	17463.100
TOTAL	50358.400	45824.100	44633.600

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2017	31.03.2016	31.03.2015
	SALES
		Revenue from Operations	66329.800	60345.800	18507.300
		Other Income	381.500	263.700	27.800
		TOTAL (A)	66711.300	60609.500	18535.100
Less	EXPENSES
		Cost of Raw Materials and Components Consumed	6068.700	6392.200	1.600
		Purchase of Traded Goods	23991.900	23521.600	10648.200
		(Increase)/Decrease in Inventory of Traded Goods	26.100	(2396.200)	-644.200
		Employees benefits expense	7058.000	6205.300	1836.900
		Other expenses	24509.000	22832.100	5937.800
		Excise duty on sale of goods	301.200	6.600	0.000
		TOTAL (B)	61954.900	56561.600	17780.300
	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		4756.400	4047.900	754.800
Less	FINANCIAL EXPENSES (D)		1796.700	1764.500	1201.700
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2959.700	2283.400	(446.900)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2424.700	3380.900	1834.500
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		535.000	(1097.500)	(2281.400)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT/(LOSS) AFTER TAX (G-H) (I)		535.000	(1097.500)	(2281.400)
	EARNINGS IN FOREIGN CURRENCY
		Foreign Currency		1710.200	0.000
		Rupee Payments		30.800	0.000
	TOTAL EARNINGS		NA	1741.000	0.000
	IMPORTS
		Raw Materials		1383.100	0.000
		Stores and Spares		0.600	0.000
		Capital Goods		98.500	5.900
		Purchase of Finished Goods		1226.900	49.400
	TOTAL IMPORTS		NA	2709.100	55.300
	Earnings/(Loss) Per Share (INR)		0.69	(1.42)	(1.42)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2017	31.03.2016	31.03.2015
Current Maturities of Long term Borrowings	128.900	3734.000	1511.500
Cash generated from / (used in) operations	4212.700	3127.700	(343.900)
Net cash flow from / (used in) operating activities	4182.500	3108.700	(359.100)

KEY RATIOS

EFFICIENCY RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Average Collection Days (Sundry Debtors / Income * 365 Days)	24.98	18.89	80.57
Account Receivables Turnover (Income / Sundry Debtors)	14.61	19.32	4.53
Average Payment Days (Sundry Creditors / Purchases * 365 Days)	188.33	174.46	425.48
Inventory Turnover (Operating Income / Inventories)	0.33	0.29	0.07
Asset Turnover (Operating Income / Net Fixed Assets)	0.19	0.17	0.03

LEVERAGE RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Debt Ratio ((Borrowing + Current Liabilities) / Total Assets)	0.78	0.86	0.78
Debt Equity Ratio (Total Liability / Networth)	2.13	2.04	1.77
Current Liabilities to Networth (Current Liabilities / Net Worth)	2.77	3.18	2.28
Fixed Assets to Networth (Net Fixed Assets / Networth)	2.62	2.59	2.45
Interest Coverage Ratio (PBIT / Financial Charges)	2.65	2.29	0.63

PROFITABILITY RATIOS

PARTICULARS		31.03.2017	31.03.2016	31.03.2015
Net Profit Margin ((PAT / Sales) * 100)	%	0.81	(1.82)	(12.33)
Return on Total Assets ((PAT / Total Assets) * 100)	%	1.06	(2.40)	(5.11)
Return on Investment (ROI) ((PAT / Networth) * 100)	%	5.58	(12.12)	(22.50)

SOLVENCY RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Current Ratio (Current Assets / Current Liabilities)	0.81	0.68	0.76
Quick Ratio ((Current Assets – Inventories) / Current Liabilities)	0.27	0.19	0.26
G-Score Ratio Financial (Networth / Total Assets)	0.19	0.20	0.23
G-Score Ratio Debt (Debts / Equity Capital)	2.65	2.41	19.39
G-Score Ratio Liquidity (Total Current Assets / Total Current Liabilities)	0.81	0.68	0.76

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

STOCK PRICES

Face Value	INR 10.00/-
Market Value	INR 150.70/-

FINANCIAL DATA

[all figures are in INR Million]

DEBT EQUITY RATIO

Particulars	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Share Capital	927.900	7688.400	7705.300
Reserves & Surplus	2412.500	1328.700	1848.900
Share Suspense Account	6798.200	37.800	27.400
Net worth	10138.600	9054.900	9581.600
long-term borrowings	10109.800	6771.500	12709.900
Short term borrowings	6368.800	7992.700	7607.400
Current Maturities of Long term debt	1511.500	3734.000	128.900
Total borrowings	17990.100	18498.200	20446.200
Debt/Equity ratio	1.774	2.043	2.134

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Sales	18507.300	60345.800	66329.800
		226.065	9.916

NET PROFIT MARGIN

Net Profit Margin	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Sales	18507.300	60345.800	66329.800
Profit/(Loss)	(2281.400)	(1097.500)	535.000
	(12.33%)	(1.82%)	0.81%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

INDEX OF CHARGES

SNo	SRN	Charge Id	Charge Holder Name	Date of Creation	Date of Modification	Date of Satisfaction	Amount	Address
1	C03717501	10444168	Axis Trustee Services Limited	31/07/2013	27/03/2014	-	1290000000.0	Axis House, 2nd Flr, Bombay Dyeing Mills Compound,Pandurang Budhkar Marg, Worli,MumbaiMH400025IN
2	G11306636	10444256	AXIS TRUSTEE SERVICES LIMITED	31/07/2013	16/08/2016	-	3000000000.0	AXIS HOUSE, BOMBAY DYEING MILLSCOMPOUND, PANDHURANG BUDHKAR MARG, WORLIMUMBAIMa400025IN
3	A87181426	10152348	DHANALAKSHMI BANK LTD	30/03/2009	-	24/05/2010	480000000.0	Ground Floor, Janmabhoomi Bhavan,Janmabhoomi Marg, Fort,MumbaiMH400001IN
4	A87180972	10112860	DHANALAKSHMI BANK LTD	02/07/2008	30/03/2009	24/05/2010	480000000.0	Ground Floor, Janmabhoomi Bhavan,Janmabhoomi Marg, Fort,MumbaiMH400001IN

UNSECURED LOANS

PARTICULARS	31.03.2017 (INR In Million)	31.03.2016 (INR In Million)
LONG-TERM BORROWINGS
Debentures
Redeemable Non-convertible - Debentures - Series 1	1000.000	1000.000
Redeemable Non-convertible Debentures - Series 2	2000.000	0.000
Redeemable Non-convertible - Debentures - Series 2 Zero Coupon	3000.000	0.000
Redeemable Non-convertible Debentures - Series 3 - Zero Coupon	4000.000	0.000
Redeemable Non-convertible Debentures - Series 4 - Zero Coupon	2600.000	0.000
SHORT TERM BORROWINGS
Cash Credit	42.900	1356.800
Total	12642.900	2356.800

CORPORATE INFORMATION

Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) (the ‘Company’)

is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two recognised stock exchanges in India.

The Company is engaged in the business of manufacturing and retailing of branded apparels and runs a chain

of apparel and accessories retail stores in India.

In the previous year ended March 31, 2016, the Hon’ble High Court of Judicature at Bombay vide Order dated December 5, 2015 and the Hon’ble High Court of Gujarat at Ahmedabad, vide order dated October 23, 2015 had approved the Composite Scheme of Arrangement between the Company, Pantaloons Fashion & Retail Limited (PFRL) and Aditya Birla Nuvo Limited (ABNL) (with respect to its Madura Undertaking), Madura Garments Lifestyle and Retail Company Limited (MGLRCL) (with respect to its MGL Retail Undertaking) together known as the “demerged undertakings” and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956 [“Composite Scheme”]. The appointed date of the scheme was April 1, 2015. The Scheme has been given effect on April 1, 2015 before the transition adjustments pursuant to Ind AS. Pursuant to this scheme, the name of the Company changed from Pantaloons Fashion & Retail Limited to Aditya Birla Fashion

and Retail Limited.

In the current year ended March 31, 2017, the Company has executed a Business Transfer Agreement with Diana Retail Private Limited (“Diana Retail”) and DLF Brands Limited (the promoter of Diana Retail) for acquisition of the exclusive online and offline rights of the global brand “Forever 21” for the Indian markets along with its existing store network in India on a going concern basis w.e.f. July 1, 2016 by means of slump sale for a lump sum consideration. The Company has also executed an agreement with Forever 21 Inc. in terms of which the Company has been appointed the exclusive franchisee for the brand “Forever 21” for the Indian market. The financial statements have been recommended for approval by the audit committee and is approved and adopted by the Board in their meeting held on May 12, 2017.

COMPOSITE SCHEME OF ARRANGEMENT

Allotment to Non-Resident Shareholders of Aditya Birla Nuvo Limited (“ABNL”) holding shares on Repatriation basis pursuant to the Effectiveness of the Composite Scheme of Arrangement amongst the Company, ABNL and Madura Garments Lifestyle Retail Company Limited (“MGLRCL”) and their respective Shareholders and Creditors, under Sections 391 to 394 of the Companies Act, 1956 (“Composite Scheme”) In terms of Clause 21 of the Composite Scheme, the allotment of 37,82,178 Equity Shares of INR 10/- each

(“said shares”), pertaining to the Non-Resident Shareholders of ABNL holding shares on repatriation basis (“NRE Shareholders”) was kept pending until receipt of applicable regulatory approval(s).

In terms of applicable FEMA Regulations and extant FDI Policy of the Government of India (“FDI Policy”), the Company was required to obtain an approval from the Foreign Investor Promotion Board (“FIPB”) for allotment of Equity Shares to NRE Shareholders pursuant to the Composite Scheme. Accordingly, an application was made to the FIPB in that regard. However, the Department of Industrial Policy & Promotion of the Government of India conveyed that in view of the provisions of the extant FDI Policy, application of the Company could not be acceded to. Hence, the allotment of 37,82,178 Equity Shares, representing 0.49% of the total paid-up capital, to such NRE Shareholders was kept pending.

Thereafter, the Company evaluated various options for settling the lawful entitlements of such NRE Shareholders in terms of the provisions of the applicable laws and it was advised that the entitlements of NRE Shareholders can be credited to the accounts held by them on Non-repatriation basis in India (“NRO Account”), if any. Accordingly, out of the said shares, the Company has, till the date of this report, allotted 10,41,504 Equity Shares (including 4,768 equity shares post March 31, 2017) of ` 10/- each to 279 NRE Shareholders, who have provided their valid consent for allotment of their entitlements to their respective NRO account.

Further, in terms of the RBI Circular No. 6 dated October 20, 2016 [RBI/2016-17/88 A.P. (DIR Series)] and pursuant to a Legal Opinion obtained in that regard from M/s. Cyril Amarchand Mangaldas, Legal Counsel, on April 4, 2017, the Company allotted 9,90,911 Equity Shares of INR 10/- each to 1,078 NRE Shareholders holding shares in ABNL under the portfolio investment scheme, as on the record date fixed under the Composite Scheme.

The NRE Shareholders, who have not submitted the details of their respective NRO account vide a duly filled in Consent Form to the Company, have been informed that in absence of any communication from them and subject to any further communication from the Company in that regard, allotment to such NRE Shareholders will be kept pending till the time there is a favorable change in the applicable laws.

FRACTIONAL ENTITLEMENTS OF NRE SHAREHOLDERS

On April 4, 2017, the Company allotted 343 Equity Shares of ` 10/- each, in terms of Clause 19(iii) of the Composite Scheme, representing Fractional Entitlements arising out of aforesaid allotments to NRE Shareholders. The Company is in process of selling them in the Open Market in terms of the Clause 19 of the Composite Scheme, post which the proceeds of the sale will be distributed amongst the NRE Shareholders, as per their respective entitlements, through demand drafts and other prescribed electronic modes of payments alongwith necessary intimations of such payments to each of them.

ACQUISITION OF FOREVER 21, INDIA BUSINESS AND OTHER STRATEGIC ALLIANCES

With a view to create a strong foothold in the womenswear business in the western wear segment, the Company acquired the exclusive online and offline rights of the global brand – “Forever 21” for the Indian market and its existing store network in India (“Forever 21”) from its franchise i.e. Diana Retail Private Limited (“Diana Retail”) (“said Acquisition”) on a going concern basis, by means of a “slump sale” (as defined in Section 2 (42C) of the Income Tax Act, 1961), for a lump sum consideration. The Company also executed a Franchise Agreement with Forever 21, Inc., in terms of which the Company has acquired the exclusive franchise rights for the brand “Forever 21” for the Indian market.

Pursuant to the said Acquisition, Forever 21 forms part of Madura Fashion & Lifestyle division of the Company w.e.f. July 1, 2016. Accordingly the Financial Statements for year under review, include nine months results of Forever 21 (included in the Madura Fashion & Lifestyle segment of the Company). In addition to above, during the year, the Company signed exclusive deals with:

• UK’s most successful brand “Ted Baker”, world-renowned for its stylish and sophisticated menswear, womenswear, accessories (and everything in between); and

• “Simon Carter” - London-based designer brand with a quirky English Touch, as part of the Company’s strategic intent to grow its international portfolio.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

In 2016, the Global economy was subdued, as reflected in the IMF world economic growth numbers of 3.1% vs 3.4% in previous year. The slowdown was mainly on account of sluggish growth in advanced economies while the emerging markets and developing economies grew at a healthy 4.1%, despite both China and India experiencing a decelerated growth over previous year. Furthermore, financial markets witnessed a broad uptrend in 2016, notwithstanding events such as Brexit and the process of normalization of interest rates by the US Fed towards year-end.

India continued to be the fastest-growing major economy in the world. As per the advance estimates released by the Central Statistical Organization (“CSO”), in FY 2016-17, India’s GDP grew at 7.1%, slowing down from 7.9% growth in the previous year. Macro-economic fundamentals of the economy remained healthy - with moderation of inflation, fiscal deficit and current account deficit.

In November 2016, the country witnessed demonetization of higher denomination currency notes that created a temporary impact on consumer demand. However, by the end of the financial year, the economy got back to normal, as suggested by the high-frequency economic indicators.

India has implemented Goods and Services Tax (“GST”) with effect from July 1, 2017. This will create a common market for goods and services, improved tax compliance and governance, thereby creating a favorable ecosystem for business growth.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The apparel industry has evolved rapidly over the past few years driven by the entry of international brands, emergence of E-commerce players with deep pockets and rapid growth of value fashion category.

International players in the premium and mid-premium segments are pursuing a clear strategy of expansion and have even adjusted price points to suit the Indian market. Value Fashion players continue to expand aggressively, outpacing the industry growth.

E-commerce is witnessing rapid consolidation, creating unprecedented scale and gaining deep access to markets and consumers. This creates an opportunity for strong brands to partner with E-commerce players and enlarge the consumer base.

The industry continued to witness high discounting and promotions during the full price periods as players pursued growth in a soft environment.

Business Overview

The Company, with a turnover of INR 66330.000 million in FY 2016-17, has become India’s first billion-dollar pure play fashion powerhouse.

Lifestyle Brands

With over 9 million deeply engaged customers and the largest distribution network, their lifestyle brands - Louis Philippe, Van Heusen, Allen Solly and Peter England, continue to lead the market in their respective segment. Three out of the four brands have crossed the INR 10000.000 million mark in consumer sales. The leadership position of their brands has been further strengthened with the roll-out of omni channel capabilities across 500+ stores in the network, giving consumers unprecedented access to a wide variety and choice of their products. Their relentless focus on consumer experience, innovation and brand building has helped us build a strong equity with their consumers.

Pantaloons

Pantaloons, with a growth of 18.4%, is amongst the fastest growing retailers in the value fashion segment. During the year under review, Pantaloons opened 79 stores and ended the year with a total of 209 stores spanning over 3.2 million sq.ft. The share of exclusive brands in the portfolio grew from 62% to 67%. Pantaloons has moved from a two-season cycle to a four-season cycle, bringing freshness and constantly updated fashion to their stores.

Pantaloons has been awarded the IMAGES Most Admired Affordable Fashion Retailer of the year. Its customer relationship program with over 7 million deeply engaged customers is one of the key drivers of growth, contributing to almost 80% of sales.

Fast Fashion

The Company has been first off the blocks in recognizing fashion segments of the future and has not only laid a strong foundation for it, but also taken definitive strides in responding to the opportunities. Youth fast fashion is one of the fastest growing segments and through its two Retail Brands – People and Forever 21 – the Company has made its foray into this segment. Forever 21 is an iconic global fast fashion brand that brings the latest global fashion to the Indian market, while People is a young and edgy brand that seeks to address the fashion aspirations of the youth of the country. These brands are poised for rapid scale up in the coming years.

Innerwear

Innerwear is an attractive growing market with few organized players. The Company entered this market with the launch of Van Heusen innerwear, loungewear and leisurewear for men. Initial results have been very encouraging and the company plans to steadily scale it up and build a large profitable business in the coming years.

International Brands

The Collective is India’s largest multi-brand retailer of international brands. In FY 2016-17, the Company signed up with international brands Simon Carter and Ted Baker for the Indian market. These brands will be launched in FY 2017-18. With the addition of these brands in its portfolio, the Company has a meaningful play in the emerging Super Premium and Bridge to Luxury Segment.

Demonetization

As with most other businesses in the country, the Company was also impacted by demonetization.

While the retail channel recovered quickly, businesses like wholesale customers, suppliers, franchise operations took longer. Overall business returned to normalcy by end of financial year.

GST

The Company has worked closely with its vendors and partners and is now fully prepared to ensure a smooth transition into the new GST regime.

BUSINESS STRATEGY

The Company will continue to build on its leadership position through investments in key strategic themes.

Building Strong Brands

In order to maintain its leadership position, the Company will continue to invest in brand building, product design and a refreshed store experience. It will sharpen the brand promise through differentiated merchandise and product innovation. Consumer experience is being upgraded through consumer centricity initiatives and digital transformation at stores. The consumer centricity framework is based on continuous consumer research, big data analytics, real-time consumer feedback from retail outlets and a

constantly upgrading loyalty program.

Enhancing Portfolio

The Company continuously identifies emerging segments in the market and seeks to enhance its play through a combination of brand extensions, new product launches and strategic acquisitions. In the last few years, the Company expanded its presence in casual wear through brand extensions and gained a strong position in the fast growing value fashion segment through Pantaloons. In FY 2016-17 the portfolio has been further strengthened with the acquisition of rights of Forever 21 and launch of men’s innerwear under the brand Van Heusen.

As we move forward, the Company will continue to explore further growth opportunities in fast growing

segments such as womenswear, casual and super-premium categories.

Building agile Design and Supply Chain

Design and product development is at the core of the apparel business and the Company will continue to invest behind these functions. In FY 2016-17, the Company has shifted from a two-season cycle to a four-season cycle – Spring, Summer, Festive and Winter, thereby building an agile design and supply chain ecosystem. This is a significant internal transformation the Company has undertaken to offer greater freshness and latest fashion in line with changing consumer trends.

Expanding distribution footprint

The Company has been growing rapidly through its multi-channel distribution strategy and is now present in more than 750 cities. It has identified markets in Tier II/ III cities for further expansion even while it increases its penetration in existing territories, thereby gaining strong position across these markets to meet the growing demand for high-quality ready-made branded apparel.

OUTLOOK – WAY FORWARD

With the government focused towards improving the investment environment and the consumer inflation well under check, the economy is poised for continued robust growth. This improving economic scenario should translate into increased consumer spend over time. The Company is well-positioned to exploit the potential in this growing market with its diverse product offerings across varied categories and price points for changing consumer needs.

AWARDS AND RECOGNITIONS

The Company has been proud recipient of the following Awards and Recognitions during the year:

· The Company won the ‘Best Customer Experience Award’ for Best Use of Insights to Enhance Customer Experience at the Customer Engagement Summit 2017 by Terragni Consulting, India;

· Madura Fashion & Lifestyle has been named as one of the ‘Top 100 Best Companies for Women’ in India by Working Mother Media (US based leading firm for women) and AVTAR Group (Pioneer firm in India for providing career opportunities to women);

· Peter England won the ‘Best Performing Brand in Men’s Formal / Casual Wear’ at The Flipkart Fashion Conclave 2017;

· Peter England won the ‘Best Customer Relationship Management Program’ Award at the Customer Loyalty Summit 2017 by Kamikaze B2B Media (a leading marketing service organization in the B2B space);

· Forever 21 won the ‘Most Popular Women’s Brand’ on e-commerce platform, Myntra in 2016;

· Pantaloons won the ‘Most Admired Affordable Fashion Retailer of the Year’ at the IMAGES Fashion Awards 2017; and

· Pantaloons bagged 3 Awards in the categories of “Best Customer Centric Company”, “Best Loyalty Program in Retail Sector - Large / Multi – Brand Format” and “Best Use of Customer & Data Analytics in Loyalty Program” at the Customer Loyalty Summit 2017 by Kamikaze B2B Media.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 30, 2017

(INR IN MILLION)

	Particulars	Quarter Ended 31.12.2017	Quarter Ended 30.09.2017	Nine months ended 31.12.2017
	Income from Operations
	Revenue from Operations	18550.000	18040.000	54280.000
	Other Income	70.000	70.000	220.000
Total Income from Operations (Net)		18620.000	18110.000	54500.000
Expenses
a)	Cost of Materials consumed	1740.000	1650.000	5060.000
b)	Purchase of stock-in-trade	7630.000	8460.000	21760.000
c)	Change in inventories of finished goods and work-in-progress and stock in trade	(720.000)	(1450.000)	(1180.000)
d)	Employee benefit expenses	2090.000	1970.000	5990.000
e)	Finance Costs	430.000	430.000	1290.000
f)	Depreciation and amortization expense	670.000	670.000	1930.000
g)	Excise duty	0.000	0.000	90.000
h)	Rent expense	2670.000	2370.000	7890.000
i)	Other expenses	3760.000	4110.000	11620.000
Total Expenses		18270.000	18210.000	5445.000
Profit/(Loss) from ordinary activities before exceptional items and tax		350.000	(100.000)	50.000
Exceptional Items		0.000	0.000	0.000
Profit/(Loss) from ordinary activities before tax		350.000	(100.000)	50.000
Tax Expense		0.000	0.000	0.000
Net Profit/(Loss) for the period		350.000	(100.000)	50.000
Other Comprehensive Income (OCI)		40.000	(20.000)	30.000
Total Comprehensive Income		390.000	(120.000)	80.000
Paid up Equity share capital		7720.000	7720.000	7720.000
Earnings per share
Basic (in INR)		0.45	(0.13)	0.06
Diluted (in INR)		0.45	(0.13)	0.06

STATEMENT OF STANDALONE SEGMENT WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER ENDED DECEMBER 31, 2017

(INR In Million)

	Particulars	Quarter Ended 31.12.2017	Quarter Ended 30.09.2017	Nine months ended 31.12.2017
1	Segment revenue
	a) Masura Fashion and Lifestyle	11390.000	11190.000	33080.000
	b) Pantaloons	7490.000	7400.000	22200.000
	Total Segment revenue	18880.000	18590.000	55280.000
	Less: Intersegment revenue	330.000	550.000	1000.000
	Net sales/income from operations	18550.000	18040.000	54280.000
2	Segment results (profit/(Loss) before finance costs, exceptional item, other income and tax from each segment)
	a) Masura Fashion and Lifestyle	490.000	430.000	1060.000
	b) Pantaloons	290.000	10.000	400.000
	Total Segment results	780.000	440.000	1460.000
	Less: Intersegment revenue	0.000	80.000	90.000
	Net Segment results	780.000	360.000	1370.000
	Less: Interest	430.000	430.000	1290.000
	Other unallocable expenditure \ Income - net	0.000	30.000	30.000
	Profit/(Loss) after finance costs but before exceptional items	350.000	(100.000)	50.000
	Exceptional items	0.000	0.000	0.000
	Total Profit/(Loss) before tax	350.000	(100.000)	50.000
3	Segment assets
	a) Masura Fashion and Lifestyle	31740.0000	32250.000	31740.000
	b) Pantaloons	24190.000	23260.000	24190.000
	Total Segment assets	55930.000	55510.000	55930.000
	Inter segment eliminations	(610.000)	(950.000)	(610.000)
	Unallocatable corporate assets	230.000	210.000	230.000
	Total assets	55550.000	54770.000	55550.000
4	Segment liabilities
	a) Masura Fashion and Lifestyle	18460.000	17160.000	18460.000
	b) Pantaloons	8630.000	8480.000	8630.000
	Total Segment assets	27090.000	25640.000	2709.000
	Inter segment eliminations	(400.000)	(740.000)	(400.000)
	Unallocatable corporate assets	20.000	30.000	20.000
	Total liabilities	26710.000	24930.000	26710.000

NOTES:

1.The above financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) - 34 "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. 

2.The above financial results have been reviewed and recommended by the Audit Committee and have been approved and taken on record by the Board of Directors at its meeting held on February 2, 2018. 

3.The limited review as required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been completed by the Auditors of the Company and the related report is being submitted to the concerned Stock Exchanges. 

4.The Company acquired exclusive franchise rights for the Indian market of Forever 21 with effect from July 1, 2016 and results of the same are included in the Madura Fashion & Lifestyle segment of the Company, for relevant reporting periods. Accordingly, the results for the year ended March 31, 2017, include nine months results of Forever 21. Further, results for nine months ended December 31, 2016 include figures for six months w.r.t. Forever 21 and results for the nine months ended December 31, 2017 include figures for nine months w.r.t. Forever 21 and hence, are not comparable to that extent. 

5.The Stakeholders Relationship Committee of the Board of Directors, vide its Circular Resolution dated November 29, 2017, allotted a total of 47,316 Equity Shares of INR 10/- each, pursuant to the exercise of Stock Options by eligible employees in terms of the Employee Stock Options Scheme – 2013. 

6.In terms of Clause 21 of the Composite Scheme of Arrangement amongst the Company, Aditya Birla Nuvo Limited (“ABNL”), Madura Garments Lifestyle Retail Company Limited (“MGLRCL”) and their respective shareholders and creditors (“Composite Scheme”), the allotment of 37,82,178 Equity Shares of Rs. 10/- each (“said shares”), pertaining to the 3,475 Non-Resident Shareholders of ABNL holding shares on repatriation basis (“NRE Shareholders”) was kept pending until receipt of applicable regulatory approval(s). 

Out of the said shares, the Company has, till date, allotted 20,71,265 Equity Shares of INR 10/- each to 1,407 NRE Shareholders (including 10,006 Equity Shares of INR 10/- each, allotted to 14 NRE Shareholders, on January 24, 2018), in terms of the applicable laws. 

As at December 31, 2017, face value of 17,20,919 Equity Shares has been accounted as "Share Suspense Account". 

7.Previous periods' figures have been regrouped / rearranged wherever necessary to conform to the current period's classification(s).

CONTINGENT LIABILITIES:

Particulars	31.03.2017 (INR In Million)	31.03.2016 (INR In Million)
Commercial taxes	350.900	169.000
Excise duty	136.000	136.000
Customs duty payable	25.400	25.400
Textile committee cess	21.400	21.400
Textile committee cess	1.900	7.800
ESIC demand notice for which appeal has been filed	1.100	1.100
Occupancy cost	0.000	0.000
Others	29.100	18.600
Total	565.800	379.300
NOTES: The contingent liabilities, if materialised, shall entirely be borne by the Company, as there is no likely reimbursement from any other party. The Company’s pending litigations comprise of claims against the Company primarily for Excise Duty, comprising various cases demanding duty on reversal of CENVAT credit on sale of capital goods, reversal of credit on inputs used for manufacturing dutiable and exempted goods, etc., and for Commercial Taxes, comprising various cases in respect of short fall of Forms F, H, I and C, disallowance of input credit, etc. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer above note for details on contingent liability. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of INR 2,88.800 million as at March 31, 2017 (INR 60.900 million as at March 31, 2016). The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account.

FIXED ASSETS:

Tangible Assets

· Land (Freehold)

· Buildings (Freehold)

· Plant and Equipment

· Furniture and Fixtures

· Vehicles

· Office Equipment

· Computer Equipments

· Leasehold Improvements

Intangible Assets

· Goodwill

PRESS RELEASES:

ADITYA BIRLA FASHION SCALES DOWN FOREVER21, CUTS COSTS

INR 230.000 million loss in fast fashion is mostly because of Forever21, says Ashish Dikshit, MD of Aditya Birla Fashion’s Madura Lifestyle business

Feb 05 2018

Mumbai: Aditya Birla Fashion and Retail Ltd (ABFRL), the licensee of American fast fashion brand Forever21, is downsizing the brand’s stores and cutting costs as sales from the fast fashion business decline, a top company executive said.

ABFRL reported a loss of INR 230.000 million in the fast fashion business during the quarter ended December 2017, even as sales from the business declined 14% from a year earlier to INR 1140.000 million (net sales value, or NSV). Loss widened because Forever21 took a one-time inventory hit, Ashish Dikshit, managing director of ABFRL’s Madura Lifestyle business, said in an investor call on Friday. However, NSV comparisons were also affected by changes in GST rates.

“The INR 230.000 million loss in fast fashion is mostly because of Forever 21, INR 150.000-160.000 million is a one-time inventory markdown after rationalizing the business,” Dikshit said in the conference call.

“Assumptions have changed for the Forever21 business,” Dikshit added. “We recognize that the current business needed significant restructuring—store resizing, a new store model, renegotiations.”

ABFRL has reduced the sizes of its oldest stores and will now focus on opening new but smaller stores, he said. Most of these are stores opened by the brand before ABFRL acquired the licence for Forever21 from previous partners DLF Brands and Diana Retail.

“Size, cost, and competition impacted legacy stores in Forever21, they were much bigger than the business model deserves,” Dikshit said. “The cost was much higher than it deserved.”

Fast fashion brands including Zara and H&M usually operate stores of 25,000-50,000 sq. ft around the world and in India. ABFRL did not specify how small the new stores will be.

“We are at 22 stores, will continue to remain reasonably conservative, moderate for some time to ensure every new store is on a tight commercial model,” Dikshit added. “We will open 6-8 stores a year at this time in a model driven by revenue share models and capital investment from builders. This is unlike a year back where we were investing a lot and focusing on growth.”

“Our internal assumptions for growth were very high in this business, but the profitability requires deeper correction and we realized that we had built up a lot of inventory which we needed to know what do with it,” Dikshit added.

ABFRL is expecting the fast fashion business to turn around by the next quarter, driven by high double digit like to like growth in sales. Like to like refers to growth in sales from stores that have been open for the same period of time. The firm has been focusing on cost cutting to help boost margins, primarily through renegotiating rents and reducing store sizes wherever possible including for Pantaloons, the firm’s departmental store chain.

Forever21’s flailing performance and restructuring comes at a time when fast fashion peers Zara and H&M are doing brisk business in India. Swedish fast fashion retailer H&M doubled its annual sales in India (for the year ending November 2017) to worth INR 9570.000 million, Mint reported on 1 February. It also increased its store count from 15 to a total of 27, led by new stores in tier II cities including Indore, Coimbatore, and Amritsar.

Meanwhile, Spanish fast fashion retailer Zara closed FY16-17 with INR 0230.000 million in sales and 20 stores, according to the latest available data. Parent Inditex SA operates Zara stores in a joint venture with Trent Ltd, a Tata Group company. Zara also launched its own e-commerce website in India in October last year.

AB FASHION EYES 49% IN LOCAL ARM OF DANISH APPAREL MAKER BESTSELLER

Apr 03, 2017

NEW DELHI: Old money, says Deal Street, is in hot pursuit of fast fashion for the young.

The Aditya Birla Group, founded before the Crown formally began her reign over India, is in talks with Danish apparel company Bestseller A/S to acquire a significant stake in the Indian arm of the fashion house that owns Vero Moda, Jack & Jones, and Only — or labels for the millennials.

Aditya Birla Fashion and Retail is in “active discussions” to acquire 49% stake in Bestseller India, and is offering attractive valuations, according to one of the three industry executives aware of the development.

Aditya Birla Fashion said it does not comment on “market speculations,” while Bestseller confirmed business discussions with the Indian group. “Our pan-India presence over the last two years has increased and we hope to bring in more brands to the market in the years ahead,” Vineet Gautam, chief executive of Bestseller India, said in an emailed response.

“As a result, we have seen increased interests from multiple key Indian partners and business houses, Aditya Birla being one of them.”

Talks with Bestseller are part of Aditya Birla Fashion’s strategy to enhance its portfolio of international brands, as the compa-ny seeks to cater to the changing taste of the urban consumer.

According to an industry source quoted above, the fashion business of the Aditya Birla Group is under pressure from investors to stitch together a winning formula, reflecting the latest trends in India’s fashion scene that has been redefined in the past few years by Zara and H&M.

“Aditya Birla Group was becoming less relevant with its existing brands. So, it is now getting its act together and talking to foreign players,” the executive said, requesting anonymity.

Aditya Birla Fashion owns top labels in formal menswear, such as Louis Philippe, Van Heusen, and Allen Solly. It also owns the Pantaloons department stores. The company said it is a “market leader” in India’s branded apparel market, and that it has a “rich portfolio of the largest and the most profitable brands in the country”.

“These brands enjoy unparalleled consumer franchise with their distinctive brand and product proposition as well as wide reach across channels,” an Adiyta Birla Fashion spokesperson said in an emailed response. “Our strategy is focused around continuous investment and growth of these brands.”

Harminder Sahni, founder of retail consultancy Wazir Advisors, said that the group had “overall good and stable business” in the segments that are not competing with global labels.

“Aditya Birla Group sees the value being created by Reliance Brands and Arvind Brands because of Tommy Hilfiger, Gap, Children’s Place and Sephora,” Sahni said. “Now it is waking up to the reality that there is value in running international brands.”

BRANDED APPAREL MAKERS: HOPES PINNED ON FESTIVE SEASON

Oct 07 2016

Most apparel makers expect the business restructuring measures and festive season to lift sales in the second

half of the fiscal year

Branded apparel makers, whose business has been unsettled by e-commerce discounts and subdued consumer sentiments, saw no signs of revival in the July-September quarter (Q2).

In an event organized by Ambit Capital Private Limited, leading branded apparel companies pointed to weakness in consumer sentiments and continuing business readjustments.

According to an Ambit Capital report on the event, Aditya Birla Fashion and Retail Ltd said consumer consumption remained muted and there was no evidence of revival in sentiments in Q2. Shoppers Stop Ltd echoed those views saying their revenues are yet to see any impact of good monsoons. Zodiac Clothing Co. Ltd opined the current industry downtrend is worse than the one in 2009-10.

On the positive side, companies said e-commerce discounts have reduced in Q2. While they are wary of the ongoing online sales campaigns, Aditya Birla Fashion sees relatively low discounting in the rest of the year due to brand owners aversion to such strategy, according to the report.

Further, most expect the business restructuring measures and festive season to lift sales in the second half of the fiscal year. “(Zodiac) management is hopeful of a pickup in 2HFY17 on the back of a strong monsoon and hopes of an upturn during the festival season. Immediate indications have been visible—upsurge in export order book after having been disappointing for the last 2 years,” Ambit Capital said in a note.

The commentary should comfort investors who otherwise are worried about the sliding fortunes of the industry. But the comments also show normalcy is some time away.

First, sales continue to remain muted. The recovery assumption is highly dependent on the festive season, monsoon crop harvest and recovery in incomes. Also it is not yet clear how discounting will pan out in the festive season. If sales do not pick up as expected, market participants may as well step up promotions.

Second, companies are still in the painful readjustment processes of expanding stores, production revamps and brand expansions. This means costs and business investments can remain high and potentially suppress earnings for some time.

Aditya Birla Fashion recently entered the innerwear segment under the Van Heusen label. Raymond Ltd is investing in stores. Shoppers Stop plans to increase share of private labels in its business. Future Lifestyle Fashions Ltd plans to step up investments in design teams and strengthening supply chain for its power brands.

While most stocks are reflecting these concerns—shares of Aditya Birla Fashion, Zodiac and Shoppers Stop are trading below their year ago levels—a lot depends on the sales recovery in the second half of the current fiscal year.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	INR
US Dollar	1	INR 65.05
UK Pound	1	INR 90.41
Euro	1	INR 79.83

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	NIY
Report Prepared by :	ARC

SCORE FACTORS

DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES

RATING EXPLANATIONS

Credit Rating	Explanation	Rating Comments
A++	Minimum Risk	Business dealings permissible with minimum risk of default
A+	Low Risk	Business dealings permissible with low risk of default
A	Acceptable Risk	Business dealings permissible with moderate risk of default
B	Medium Risk	Business dealings permissible on a regular monitoring basis
C	Medium High Risk	Business dealings permissible preferably on secured basis
D	High Risk	Business dealing not recommended or on secured terms only
NB	New Business	No recommendation can be done due to business in infancy stage
NT	No Trace	No recommendation can be done as the business is not traceable

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors are as follows:

· Financial condition covering various ratios

· Company background and operations size

· Promoters / Management background

· Payment record

· Litigation against the subject

· Industry scenario / competitor analysis

· Supplier / Customer / Banker review (wherever available)

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.