ANNEXURE I 1. Issuer details - Bombay Stock Exchange · 2020. 1. 31. · 59 1703, Vivarea Tower B...

ADITYA BIRLA FASHION AND RETAIL LIMITED Registered Office: Piramal Agastya Corporate Park, Building ‘A’, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S. Road, Kurla, Mumbai - 400 070

CIN: L18101MH2007PLC233901 Tel.: +91 86529 05000 Fax: +91 86529 05400

Website: www.abfrl.com E-mail: [email protected]

ANNEXURE I 1. Issuer details:

1.1. Details of the issuer: (i)

Name Aditya Birla Fashion and Retail Limited Address Piramal Agastya Corporate Park, Building ‘A’, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S. Road, Kurla, Mumbai - 400 070

Tel.: +91 86529 05000; Fax: +91 86529 05400 CIN L18101MH2007PLC233901 PAN AAECP2371C

(ii) Line of business: Engaged in the business of manufacturing and retailing of branded apparels and runs a chain of apparels and accessories retail

stores in India. (iii) Chief Executive (Managing Director / President/ CEO / CFO):

Managing Director Mr. Ashish Dikshit CFO Mr. Jagdish Bajaj

(iv) Group affiliation (if any): Aditya Birla Group

1.2. Details of the directors:

Sr.no. Name, Designation and DIN Age Address Director since List of other directorships 1. Name: Arun Thiagarajan

Designation: Non-executive - Independent Director DIN: 00292757

75 No 102 Prestige Ashcroft, 47/11 Lavelle Road 6th Cross, Bengaluru - 560001

May 11, 2015 • TTK Prestige Limited • Vodafone Idea Limited • Fowler Westrup (India) Private Limited • Grasim Industries Limited • GE Power India Limited

http://www.abfrl.com/

mailto:[email protected]




Sr.no. Name, Designation and DIN Age Address Director since List of other directorships 2. Name: Ashish Dikshit

Designation: Executive - Managing Director DIN: 01842066

50 E/405, Raheja Residency, 8th C Main Road, Koramangala 3rd Block, Bangalore South, Koramangal Bangalore -560034

February 1, 2018 • TG Apparel & Decor Private Limited • Jaypore E-Commerce Private Limited • Finesse International Design Private Limited

3. Name: Himanshu Kapania

Designation: Additional Non-executive -Non- Independent Director DIN: 03387441

58 1401/1402, Vastu Bandra CHS, 14th Flr, B J Rd, Dr. Pereira Rd, Bandra West, Mumbai Mumbai, Maharashtra - 400050

January 1, 2020 • Vodafone Idea Limited • Idea Mobile Commerce Services Limited • Aditya Birla Idea Payments Bank Limited • Aditya Birla Management Corporation Private

Limited • Vodafone Idea Manpower Services Limited • Idea Telesystems Limited • Celcom Axiata BERHAD

4. Name: Sanjeeb Chaudhuri Designation: Non-executive - Independent Director DIN: 03594427

67 1, Springfield RD London - NW80QJ GB

January 9, 2017 • IDFC First Bank Limited

5. Name: Sukanya Kripalu Designation: Non-executive - Independent Director DIN: 06994202

59 1703, Vivarea Tower B-1, Sane Guruji Marg, Mahalaxmi Mumbai- 400011

October 13, 2014 • Ultratech Cement Limited • Huhtamaki PPL Limited • Aditya Birla Health Insurance Co. Limited • Entertainment Network (India) Limited • Colgate - Palmolive (India) Limited

6. Name: Sushil Agarwal Designation: Non-executive – Non Independent Director DIN: 00060017

57 602, Vastu, 52 Pali Hill, Bandra (West) Mumbai -400050

August 6, 2009 • Aditya Birla Online Fashion Private Limited • Applause Entertainment Private Limited • Azure Jouel Private Limited • BGH Properties Private Limited • Birla TMT Holdings Private Limited






Sr.no. Name, Designation and DIN Age Address Director since List of other directorships • IGH Holdings Private Limited • Infocyber India Private Limited • Naman Finance & Investment Private Limited • Aditya Birla Health Insurance Co. Limited • Aditya Birla Wellness Private Limited • Living Media India Limited • Aditya Birla Capital Limited • Grasim Premium Fabric Private Limited • Aditya Birla Management Corporation Private

Limited • Finesse International Design Private Limited

1.3. Details of change in directors in last three financial years including any change in the current year:

Sr.no. Name, designation and DIN Date of appointment/ resignation Date of cessation (in case of resignation)

Remarks(viz. reasons for change etc.)

1. Name: Sanjeeb Chaudhuri Designation: Non-executive - Independent Director DIN: 03594427

Appointment - January 9, 2017 - -

2. Name: Ashish Dikshit Designation: Executive - Managing Director DIN: 01842066

Appointment - February 1, 2018 - -

3. Name: Bharat Patel Designation: Non-executive - Independent Director DIN: 00060998

- Cessation- August 21, 2019 -

4. Name: Pranab Barua Designation: Non-executive -Non- Independent

- Resignation- December 31, 2019

-






Sr.no. Name, designation and DIN Date of appointment/ resignation Date of cessation (in case of resignation)

Remarks(viz. reasons for change etc.)

Director DIN: 00230152

5. Name: Himanshu Kapania Designation: Additional Non-executive -Non- Independent Director DIN: 03387441

Appointment – January 1, 2020 - -

1.4. List of top 10 holders of equity shares of the company as on January 24, 2020 (as per Latest Benpos Date):

Sr.no Name and category of shareholder Total no. of equity shares

No of shares in demat form

Total shareholding as % of total no. of equity shares

1. Birla Group Holdings Private Limited 17,15,06,727 17,15,06,727 22.17 2. Grasim Industries Limited 8,73,80,613 8,73,80,613 11.29 3. IGH Holdings Private Limited 8,50,30,930 8,50,30,930 10.99 4. Umang Commercial Company Private Limited 6,49,72,778 6,49,72,778 8.40 5. Hindalco Industries Limited 4,49,82,142 4,49,82,142 5.81 6. Reliance Capital Trustee Co Ltd. A/C Nippon Multi Cap Fund 1,80,19,746 1,80,19,746 2.33 7. Franklin India Equity Fund 1,05,00,000 1,05,00,000 1.36 8. Reliance Capital Trustee Company Limited A/C Nippon India Growth Fund 92,11,036 92,11,036 1.19 9. India Opportunities Growth Fund Ltd - Pinewood Strategy 88,04,615 88,04,615 1.14 10. Reliance Capital Trustee Company Limited A/C Nippon India Large Cap Fund 80,00,089 80,00,089 1.03






1.5. Details of the statutory auditor:

Name and address Date of appointment Remarks

M/s. S R B C & Co. LLP 12th floor, The Ruby 29, Senapati Bapat Marg, Dadar (West), Mumbai - 400 028

September 7, 2016 • M/s. S. R. B C & Co. LLP has been appointed as the Statutory Auditors w.e.f August 27, 2014. • They have been re-appointed as the Statutory Auditors of the Company to hold office for a period

of five years i.e. from the conclusion of this Ninth Annual General Meeting (i.e. September 7, 2016) until the conclusion of the Fourteenth Annual General Meeting of the Company.

1.6. Details of the change in statutory auditors in last three financial years including any change in the current year:

Name, address Date of appointment/ resignation

Date of cessation (in case of resignation)

Remarks (viz. reasons for change etc.)

N.A. 1.7. List of top 10 debt securities holders as on January 24, 2020 (as per Latest Benpos Date):

Sr. No.

Name of holder Category Face value Holding of debt securities as a percentage of total debt securities outstanding of the issuer

1. ICICI Prudential Savings Fund Mutual Fund 10,00,000 16.67 2. ICICI Prudential Credit Risk Fund 14.58 3. ICICI Prudential Short Term Fund 10.42 4. IDFC Credit Risk Fund 8.33 5. HDFC Trustee Co Ltd A/C HDFC Fmp 1309d September 2016 (1) 6.77 6. HDFC Trustee Co Ltd A/C HDFC Fmp 1302d September 2016 (1) 4.59






Sr. No.

Name of holder Category Face value Holding of debt securities as a percentage of total debt securities outstanding of the issuer

7. ICICI Prudential Medium Term Bond Fund 4.17 8. SBI Dual Advantage Fund - Series Xxx 2.92 9. SBI Credit Risk Fund 2.83 10. Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund A/C

Axis Fixed Term Plan - Series 97 (1116 Days) 2.58

1.8. List of top 10 CP holders as on date:

Sr. No.

Name of CP holder Category of CP holder Face value of CP holding CP holding percentage as a percentage of total CP outstanding of the issuer

1. Axis Mutual Fund

Mutual Fund

5,00,000 18% 2. Sundaram Mutual Fund 18% 3. UTI - Mutual Fund 14% 4. Tata Mutual Fund 14% 5. Mirae Asset Mutual Fund 9% 6. Franklin Templeton Mutual Fund 9% 7. DSP Mutual Fund 9% 8. State Bank of India Bank 9%






2. Material Information:

2.1. Details of all default/s and/or delay in payments of interest and principal of CPs, (including technical delay), debt securities, term loans, external commercial borrowings and other financial indebtedness including corporate guarantee issued in the past 5 financial years including in the current financial year. - NIL

2.2. Ongoing and/or outstanding material litigation and regulatory strictures of the Company, if any. – NIL

2.3. Any material event/ development having implications on the financials/credit quality including any material regulatory proceedings against the

Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event which may affect the issue or the investor’s decision to invest / continue to invest in the CP. - NIL

3. Details of borrowings of the company, as on December 31, 2019:

3.1. Details of debt securities and CPs:

Series ISIN Tenor/

Period of maturity (days)

Coupon Amount issued (in Crores)

Date of allotment

Redemption date/ Schedule

Credit rating Secured/ Unsecured

Security Other Details viz.Details of IPA, Details of CRA

ABFRL/CP19/2019-20 INE647O14CS2 90 5.55% 100 25-Oct-19 23-Jan-20 A1+ from CRISIL & ICRA Unsecured - HDFC BANK LTD, Treasury Operations (TROPS), Lodha - I

ABFRL/CP20/2019-20 INE647O14CS2 90 5.55% 50 25-Oct-19 23-Jan-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP21/2019-20 INE647O14CT0 90 5.54% 200 1-Nov-19 30-Jan-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP22/2019-20 INE647O14CU8 87 5.38% 200 5-Nov-19 31-Jan-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP23/2019-20 INE647O14CU8 87 5.38% 50 5-Nov-19 31-Jan-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP24/2019-20 INE647O14CV6 91 5.44% 150 15-Nov-19 14-Feb-20 A1+ from CRISIL & ICRA Unsecured -






Series ISIN Tenor/ Period of maturity (days)

Coupon Amount issued (in Crores)

Date of allotment

Redemption date/ Schedule

Credit rating Secured/ Unsecured

Security Other Details viz.Details of IPA, Details of CRA

ABFRL/CP25/2019-20 INE647O14CW4 90 5.16% 100 6-Dec-19 5-Mar-20 A1+ from CRISIL & ICRA Unsecured - Think Techno Campus, Building - Alpha, 4th Floor- Office near Kanjur Marg Railway Station, Kanjur Marg (E), Mumbai - 400042

ABFRL/CP26/2019-20 INE647O14CY0 91 5.36% 200 13-Dec-19 13-Mar-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP27/2019-20 INE647O14CX2 91 5.36% 100 16-Dec-19 16-Mar-20 A1+ from CRISIL & ICRA Unsecured - ABFRL/CP28/2019-20 INE647O14CZ7 60 5.25% 100 20-Dec-19 18-Feb-20 A1+ from CRISIL & ICRA Unsecured - Series 3 - NCD INE647O08057 1288 8.20% 400 10-Oct-16 20-Apr-20 A1+ from CRISIL & ICRA Unsecured - Series 5 - NCD INE647O08073 1072 8.96% 300 7-Sep-18 14-Aug-21 A1+ from CRISIL & ICRA Unsecured - Series 6 - NCD INE647O08081 1096 8.60% 500 11-Nov-19 11-Nov-22 A1+ from CRISIL & ICRA Unsecured -

3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing, if any, including hybrid debt like foreign currency

convertible bonds (FCCB), optionally convertible debentures / preference shares from banks or financial institutions or financial creditors, as on last quarter end i.e. September 30, 2019:






Lender’s name/ Name of the Bank

Nature of facility/ instrument

Amount sanctioned (In Crores)

Principal Amount outstanding (In Crores)

Repayment date / schedule Security, if applicable

Credit rating, if applicable

Asset classification

Axis Bank Term Loan 250 100 3 years Secured CRISIL & ICRA AA/Stable - Axis Bank Term Loan 150 3 years Secured HDFC Bank Term Loan 500 100 15 May 2025 Secured HDFC Bank Term Loan 150 15 May 2025 Secured HDFC Bank TUF loans 26 26 Mar-25 Secured Axis Bank

Cash Credit 163 0 Repayable on demand Secured WCDL 1 WCDL repayable in 7 days of

respective drawdown LC 68 Repayable on demand on revolving

basis Bank Guarantee

6 Repayable on demand on revolving basis

HDFC Bank

Cash Credit 200 4 Repayable on demand Secured WCDL 10 WCDL repayable in 7 days of

respective drawdown LC 445 290 Repayable on demand on revolving

basis Bank Guarantee

15 Repayable on demand on revolving basis

State Bank of India

Cash Credit / WCDL

33 - Repayable on demand Secured CRISIL & ICRA AA/Stable

-






Lender’s name/ Name of the Bank

Nature of facility/ instrument

Amount sanctioned (In Crores)

Principal Amount outstanding (In Crores)

Repayment date / schedule Security, if applicable

Credit rating, if applicable

Asset classification

ICICI Bank LC 100 50 Repayable on demand on revolving basis

Unsecured

KOTAK Bank EPC 100 30 21 October 2019 Unsecured

Total 1,817 1,000 3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, JV entity,

group company, etc) on behalf of whom it has been issued, contingent liability including debt service reserve account (DSRA) guarantees/ any put option etc.- None as on date

4. Issue Information: 4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including unaccepted ratings, date of rating, name of credit

rating agency, its validity period (details of credit rating letter issued not older than one month on the date of opening of the issue), details of issuing and paying agent and other conditions, if any.

Sr. No ISIN Amount

(in Crore)

Issue Date Maturity Date Date of Rating Credit Rating Agency

Validity Period

Details of IPA

1 INE647O14DB6 200 January 30, 2020 March 27, 2020 January 13, 2020 November 19, 2019

CRISIL ICRA

60 Days 3 months

HDFC BANK LTD, Treasury Operations (TROPS), Lodha - I Think Techno Campus, Building - Alpha, 4th Floor- Office near Kanjur Marg Railway Station, Kanjur Marg (E), Mumbai - 400042

2 INE647O14DA8 250 January 31, 2020 April 30, 2020






4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the last 15 months.

Reference No Market Value Issue Date Maturity Date ISIN No Units ABFRL/CP91/2016-17 50,00,00,000 24-Sep-18 22-Nov-18 INE647O14BO3 1,000 ABFRL/CP91/2016-17 50,00,00,000 24-Sep-18 22-Nov-18 INE647O14BO3 1,000 ABFRL/CP92/2016-17 1,00,00,00,000 28-Sep-18 05-Dec-18 INE647O14BP0 2,000 ABFRL/CP93/2016-17 1,50,00,00,000 19-Oct-18 18-Dec-18 INE647O14BQ8 3,000 ABFRL/CP94/2016-17 50,00,00,000 26-Oct-18 24-Dec-18 INE647O14BR6 1,000 ABFRL/CP94/2016-17 50,00,00,000 26-Oct-18 24-Dec-18 INE647O14BR6 1,000 ABFRL/CP95/2016-17 1,00,00,00,000 22-Nov-18 21-Jan-19 INE647O14BS4 2,000 ABFRL/CP96/2016-17 1,00,00,00,000 22-Nov-18 20-Feb-19 INE647O14BT2 2,000 ABFRL/CP97/2016-17 1,00,00,00,000 05-Dec-18 01-Feb-19 INE647O14BU0 2,000 ABFRL/CP98/2016-17 1,50,00,00,000 18-Dec-18 15-Feb-19 INE647O14BV8 3,000 ABFRL/CP99/2016-17 1,00,00,00,000 24-Dec-18 15-Mar-19 INE647O14BW6 2,000 ABFRL/CP100/2016-17 1,50,00,00,000 15-Feb-19 16-May-19 INE647O14BX4 3,000 ABFRL/CP101/2016-17 1,00,00,00,000 20-Feb-19 20-Mar-19 INE647O14BY2 2,000 ABFRL/CP102/2016-17 1,00,00,00,000 15-Mar-19 14-May-19 INE647O14BZ9 2,000 ABFRL/CP103/2016-17 1,00,00,00,000 20-Mar-19 18-Jun-19 INE647O14CA0 2,000 ABFRL/CP104/2016-17 3,50,00,00,000 11-Apr-19 14-Jun-19 INE647O14CB8 7,000 ABFRL/CP105/2016-17 1,50,00,00,000 25-Apr-19 24-Jun-19 INE647O14CC6 3,000 ABFRL/CP1/2019-20 1,50,00,00,000 06-Jun-19 31-Jul-19 INE647O14CE2 3,000 ABFRL/CP2/2019-20 50,00,00,000 06-Jun-19 30-Aug-19 INE647O14CF9 1,000 ABFRL/CP3/2019-20 1,00,00,00,000 06-Jun-19 04-Sep-19 INE647O14CD4 2,000 ABFRL/CP4/2019-20 1,50,00,00,000 14-Jun-19 09-Aug-19 INE647O14CG7 3,000






Reference No Market Value Issue Date Maturity Date ISIN No Units ABFRL/CP5/2019-20 1,50,00,00,000 24-Jun-19 23-Aug-19 INE647O14CH5 3,000 ABFRL/CP6/2019-20 1,00,00,00,000 28-Jun-19 23-Sep-19 INE647O14CI3 2,000 ABFRL/CP7/2019-20 1,00,00,00,000 25-Jul-19 23-Sep-19 INE647O14CI3 2,000 ABFRL/CP8/2019-20 1,00,00,00,000 31-Jul-19 25-Oct-19 INE647O14CJ1 2,000 ABFRL/CP9/2019-20 50,00,00,000 31-Jul-19 25-Oct-19 INE647O14CJ1 1,000 ABFRL/CP10/2019-20 1,00,00,00,000 07-Aug-19 05-Nov-19 INE647O14CK9 2,000 ABFRL/CP11/2019-20 1,00,00,00,000 07-Aug-19 05-Nov-19 INE647O14CK9 2,000 ABFRL/CP12/2019-20 50,00,00,000 07-Aug-19 05-Nov-19 INE647O14CK9 1,000 ABFRL/CP13/2019-20 1,00,00,00,000 14-Aug-19 14-Oct-19 INE647O14CL7 2,000 ABFRL/CP14/2019-20 1,50,00,00,000 23-Aug-19 15-Nov-19 INE647O14CM5 3,000 ABFRL/CP15/2019-20 2,00,00,00,000 04-Sep-19 01-Nov-19 INE647O14CN3 4,000 ABFRL/CP16/2019-20 1,00,00,00,000 17-Sep-19 16-Dec-19 INE647O14CO1 2,000 ABFRL/CP17/2019-20 1,00,00,00,000 23-Sep-19 20-Dec-19 INE647O14CP8 2,000 ABFRL/CP18/2019-20 1,00,00,00,000 07-Oct-19 06-Dec-19 INE647O14CQ6 2,000 ABFRL/CP18/2019-20 50,00,00,000 14-Oct-19 13-Dec-19 INE647O14CR4 1,000 ABFRL/CP18/2019-20 50,00,00,000 14-Oct-19 13-Dec-19 INE647O14CR4 1,000 ABFRL/CP19/2019-20 1,00,00,00,000 25-Oct-19 23-Jan-20 INE647O14CS2 2,000 ABFRL/CP20/2019-20 50,00,00,000 25-Oct-19 23-Jan-20 INE647O14CS2 1,000 ABFRL/CP21/2019-20 2,00,00,00,000 01-Nov-19 30-Jan-20 INE647O14CT0 4,000 ABFRL/CP22/2019-20 2,00,00,00,000 05-Nov-19 31-Jan-20 INE647O14CU8 4,000 ABFRL/CP23/2019-20 50,00,00,000 05-Nov-19 31-Jan-20 INE647O14CU8 1,000 ABFRL/CP24/2019-20 1,50,00,00,000 15-Nov-19 14-Feb-20 INE647O14CV6 3,000 ABFRL/CP25/2019-20 1,00,00,00,000 06-Dec-19 05-Mar-20 INE647O14CW4 2,000 ABFRL/CP26/2019-20 2,00,00,00,000 13-Dec-19 13-Mar-20 INE647O14CY0 4,000






Reference No Market Value Issue Date Maturity Date ISIN No Units ABFRL/CP27/2019-20 1,00,00,00,000 16-Dec-19 16-Mar-20 INE647O14CX2 2,000 ABFRL/CP28/2019-20 1,00,00,00,000 20-Dec-19 18-Feb-20 INE647O14CZ7 2,000 TOTAL 52,50,00,00,000 TOTAL 1,05,000 4.3. End-use of funds. – Working Capital requirements 4.4. Credit Support/enhancement (if any): N.A.

(i) Details of instrument, amount, guarantor company (ii) Copy of the executed guarantee (iii) Net worth of the guarantor company (iv) Names of companies to which guarantor has issued similar guarantee (v) Extent of the guarantee offered by the guarantor company (vi) Conditions under which the guarantee will be invoked

5. Financial Information: 5.1. Audited / Limited review half yearly consolidated (wherever available) and standalone financial information (Profit & Loss statement, Balance Sheet

and Cash Flow statement) along with auditor qualifications, if any, for last three years along with latest available financial results.

In case an issuer is required to prepare financial results for the purpose of consolidated financial results in terms of Regulation 33 of SEBI LODR Regulations, latest available quarterly financial results shall be filed. – Annexure 1

5.2. Latest audited financials should not be older than six month from the date of application for listing.

Provided that listed issuers (who have already listed their specified securities and/or ‘Non-convertible Debt Securities’ (NCDs) and/or ‘Non-Convertible Redeemable Preference Shares’ (NCRPS)) who are in compliance with SEBI (Listing obligations and disclosure requirements) Regulations 2015 (hereinafter “SEBI LODR Regulations”), and/or issuers (who have outstanding listed Commercial Paper (CPs)) who are in compliance with Annexure II of CP Circular may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in






this regard including risk factors. - Annexure 2 6. Asset Liability Management (ALM) Disclosures:

6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos. CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as revised from time to time. Further, “Total assets under management”, under para 1.a. of Annexure I of CIR/IMD/DF/ 6 /2015, dated September 15, 2015 shall also include details of off balance sheet assets. – N.A.

6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as revised from time to time

with appropriate modifications viz. retail housing loan, loan against property, wholesale loan - developer and others. - N.A. For Aditya Birla Fashion and Retail Limited Geetika Anand Vice President & Company Secretary



Aditya Birla Fashion and Retail Limited

Statutory Audit -Annual Financial

Statements for the year end 31st March,

2017

SR BC& CO LLP Chartered Accountants

INDEPENDENT AUDITOR'S REPORT

To the Members of Aditya Birla Fashion and Retail Limited

Report on the Ind AS financial statements

14th Floor, The Ruby 29 Senapati Bapat Marg Dadar ( West) Mumbai-400 028, Indio

Tel : +91 22 6192 0000

Fax : +91 22 6192 1000

We have audited the accompanying Ind AS financial statements of Aditya Birla Fashion and Retail

Limited ("the Company") (formerly Pantaloons Fashion & Retail Limited), which comprise the Balance

Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS financial statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS financial statements

that give a true and fair view of the state of affairs (financial position), profit or loss (financial

performance including other comprehensive income), cash flows and changes in equity of the

Company in accordance with accounting principles generally accepted in India, including the

Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and the design, implementation and

maintenance of adequate internal financial control that were operating effectively for ensuring the

accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the Ind AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing issued

by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the Ind AS financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the Ind AS financial statements. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the Ind AS financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers internal

financial control relevant to the Company's preparation of the Ind AS financial statements that give

a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating

the overall presentation of the Ind AS financial statements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone

Ind AS financial statements.

SR n C & COUP, ,1 t.1m1tc>d L1c1tnt1ly 1-JarlnPrship with Ll.P Identity No /\A8·4318

Reqd. Office: 2Z, Camdc Street. Block ·c. lrc1 Floor, Kolknta· lUO O 16

SR BC & CO LLP Chartered Accollntants

Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited) Audit report for the year ended March 31, 2017

Page 2 of 9

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

Ind AS financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of

the state of affairs of the Company as at March 31, 2017, its profit and its cash flows for the year

ended on that date.

Emphasis of Matter

We draw attention to Note 44 in the financial statements regarding the acquisition of the demerged

undertakings i.e Madura Undertaking and MGL Retail Undertaking in the previous year. For reasons

more fully described therein regarding the accounting no adjustments are considered necessary as

regards the manner of recording of the said transaction.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order, 2016 ("the Order") issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act. we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other

Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with

by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the AccountingStandards specified under section 133 of the Act. read with Rule 7 of the Companies (Accounts)

Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2017, and

taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2017, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report dated

May 12, 2017 in "Annexure 2" to this report;


Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited) Audit report for the year ended March 31, 201 7 Page 3 of 9

Cg) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in itsInd AS financial statements - Refer Note 38 to the Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

iv. The Company has provided requisite disclosures in Note 32 to these Ind AS financialstatements as to the holding of Specified Bank Notes on November 8, 2016 and December30, 2016 as well as dealings in Specified Bank Notes during the period from November 8,2016 to December 30, 2016. Based on our enquiries, test check of the books of accountand other details maintained by the Company and relying on the managementrepresentation regarding the holding and nature of cash transactions, including SpecifiedBank Notes, we report that these disclosures are in accordance with the books of accountsmaintained by the Company.

Other Matter

The comparative financial information for the year ended March 31, 2016 and the transition date opening balance sheet as at pt April 2015 pertaining to the Madura division of the Company included in these IND AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by predecessor branch auditor whose report for the year ended March 31, 2016 and March 31, 2015 dated May 25, 2016 and May 11, 2015 respectively expressed an unmodified opinion on those financial information of the branch, as adjusted for the differences in the accounting principles adopted by the Company on transition to IND AS, which have been audited by us.

For S R B C & CO LLP

Chartered Accountants IC 'Registration Number: 324982E/E300003

-tI) �/1,,,/

p y Maniar

Partner Membership No.: 36 738

Place: Mumbai Date: May 12, 2017

SR BC & CO LLP Chartered Accountants

Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited)

Audit report for the year ended March 31, 2017

Page 4 of 9

Annexure 1 referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory

Requirements" of our report of even date.

(i)(a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

(i)(b) All fixed assets have not been physically verified by the management during the year but

there is a regular programme of verification which, in our opinion, is reasonable having

regard to the size of the Company and the nature of its assets. No material discrepancies

were noticed on such verification.

(i)(c) Based on our audit procedures performed for the purpose of reporting the true and fair view

of the financial statements and according to information and explanations given by the

management the title deeds of immovable properties are held in the name of the company

except for the following immovable properties other than self-constructed buildings

aggregating to Rs. 605 lacs which are held in the name of the demerged companies and is in

the process of being transferred to the Company (refer note 44 to the financial statements):-

Total Asset Amount as at Remarks

number of category 31 March

cases 2017 in lacs

12 Freehold 592 Title deeds are in names of the companies

Land whose divisions got merged with the

Company and are pending to be transferred

in the name of the Company.

1 Building 13 Title deeds are in names of the companies

(Flat) whose divisions got merged with the

Company and are pending to be transferred

in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals

during the year and no material discrepancies were noticed on such physical verification.

(iii)(a) According to the information and explanations given to us, the Company has not granted any

loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other

parties covered in the register maintained under section 189 of the Companies Act, 2013.

Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to

the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no

loans, investments, guarantees, and securities granted in respect of which provisions of

section 185 and 186 of the Companies Act 2013 are applicable and hence not commented

upon.

SR BC & CO LLP Charter�d Accountants

Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited) Audit report for the year ended March 31, 2017 Page 5 of 9

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the

Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly,

the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the

maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the

products/services of the Company.

(vii)(a) Undisputed statutory dues including provident fund, investor education and protection fund,

employees' state insurance, excise duty, income-tax, sales-tax, wealth-tax, service tax,

customs duty, value added tax, cess and other material statutory dues have generally been

regularly deposited with the appropriate authorities

(vii)(b) According to the information and explanations given to us, no undisputed amounts payable

in respect of provident fund, employees' state insurance, income-tax, wealth-tax, service

tax, sales-tax, value added tax, excise duty, customs duty, cess and other material statutory

dues were outstanding, at the year end, for a period of more than six months from the date

they became payable.

(vii)( c) According to the records of the Company, the dues outstanding of income-tax, sales-tax,

wealth-tax, service tax, duty of custom, excise duty , value added tax and cess on account

of any dispute, are as follows:

Name of the

statute

Karnataka - Value Added Tax

Madhya Pradesh -Value Added Tax

Rajasthan- Value Added Tax

Central Excise Act

Central Sales Tax Act

Customs Duty

Customs Duty

Nature of

the dues

Value Added Tax

Value Added Tax

Value Added Tax

Excise Duty

Sales Tax

Customs Duty

Customs Duty

Unpaid

amount

(in lacs.)*

8

8

4

186

1

408

50

Period to which

the amount

relates

2008-09

2013-14

2014-15

May'0l to Apr03

2006-07

1998-99

2010

Forum where Dispute is

pending

Deputy Commissioner of Commercial Taxes, Bangalore

Commercial Tax Department

Commercial Tax Department

Customs, Excise and Service Tax Appellate Tribunal,

Bangalore

The Appellate Deputy Commissioner (CT)

Secrundarabad Division

Hon'ble High Court - Karnataka

Customs, Excise and Service Tax Appellate Tribunal, Chennai

SR BC & CO LLP Chartered Accot,ntants


Name of the Nature of Unpaid Period to which

Forum where Dispute is Amount* the amount

statute the dues (in lacs.) relates

pending

Karnataka Sales Sales Tax 528 2011-12 Karnataka Appellate Tribunal

Tax Act

Karnataka Sales Sales Tax 985

2005-07 to JCCT - Appeals

Tax Act 2014-15

Karnataka Tax on Entry Tax 2

2002-03 to Joint Commissioner of Entry of Goods Act 2004-05 Commercial Taxes -Appeal- 1

Kerala Commercial Surcharge 180

April 2008 to Kerala High Court, Ernakulum

Tax June 2017

Kerala General Kerala Sales 2004-05

Kerala Sales Tax Appellate Sales Tax Act Tax 1 tribunal Ernakulum

Assistant Commissioner of Orrisa Entry tax Entry Dues 0 2002-03 Commercial Taxes,

Bhubaneshwar

Orrisa Sales tax Assistant Commissioner of

Act Sales Tax 0 2002-03 Commercial Taxes,

Bhubaneshwar

Textile Committee Textile Cess 122 1981- 2005 Honourable High Court

Act

Uttar Pradesh Value 737 2008-2013 DCCT - Uttar Pradesh

Commercial Tax Added Tax

Uttarkhand Value 375 2008-2014

Additional Commissioner -Commercial Tax Added Tax Appeal

West Bengal Sales Tax 1 2005-06

Joint Commissioner Appeal Commercial Tax JCCT (A)

* The unpaid amount mentioned above is net of Rs 3,809 lacs paid under protest.

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair

view of the financial statements and according to information and explanations given by

the management, we are of the opinion that the Company has not defaulted in repayment

of dues to a financial institution, bank or debenture holders. The Company has not taken

any loans or borrowings from the government.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view

of the financial statements and according to the information and explanations given by the

management, the Company has not raised any money way of initial public offer/ further

public offer. The monies raised by way of term loans and debt instruments were applied for

the purposes for which those were raised.

Based upon the audit procedures performed for the purpose of reporting the true and fair

view of the financial statements and according to the information and explanations given by


Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited) Audit report for the year ended March 31, 2017

Page 7 of 9

the management. we report that no fraud on or by the officers and employees of the

Company has been noticed or reported during the year.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view


management, we report that the managerial remuneration has been paid / provided in

accordance with the requisite approvals mandated by the provisions of section 197 read with

Schedule V to the Companies Act. 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii)

of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view


management. transactions with the related parties are in compliance with section 177 and

188 of Companies Act, 2013 where applicable and the details have been disclosed in the

notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of

the balance sheet, the company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during the year under review

and hence, reporting requirements under clause 3(xiv) are not applicable to the company

and, not commented upon.

(xv) According to the information and explanations given by the management. the Company has

not entered into any non-cash transactions with directors or persons connected with him as

referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA

of the Reserve Bank of India Act, 1934 are not applicable to the Company.


Chartered Accountants

r�;�;

tion number: 324982E/E300003

�/4aniar Partner

Membership no.: 36738

Place: Mumbai

Date: 12 May 2017

SR BC & CO LLP Chartered AccoLlntants

Aditya Birla Fashion and Retail Limited (formerly Pantaloons Fashion & Retail Limited) Audit report for the year ended March 31, 201 7

Page 8 of 9

Annexure 2 referred to in paragraph 2 under the heading "Report on Other Legal and Regulatory

Requirements" of our report of even date on the financial statements of Aditya Birla Fashion and

Retail Limited.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 ("the Act")


We have audited the internal financial controls over financial reporting of Aditya Birla Fashion and

Retail Limited ("the Company") (formerly Pantaloons Fashion & Retail Limited) as of March 31, 2017

in conjunction with our audit of the financial statements of the Company for the year ended on that

date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to

an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of

India. Those Standards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of internal

financial controls over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the internal financial controls system over financial reporting.



Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Ch tereA_ AccountantsI Al · liegistration Number: 324982E/E300003

niar ar ner

Membership No.: 36738 --�-�l?r-

..... , ,.)

Place: Mumbai �

Date: May 12, 2017

Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited}

Balance Sheet as at March 31, 2017

Rs. in Lakhs

As at As at As at Notes 31-Mar-2017 31-Mar-2016 01-Apr-2015

ASSETS

A Non-current assets

Property, plant and equipment 3 54,624 48,369 62,883 Capital work-in-proqress 3 2,500 2,538 1,567 Goodwill 4, 34 & 44 185,960 179,522 179,522 Other intanqible assets 4 8,122 4,429 4,408 Financial assets

Loans 5 349 357 444 Security deposits SA 21,390 16,230 16,553 Other financial assets 6 100 37 54

Deferred tax assets (Net) 43 - .

Prepayments 5,367 3,634 3,726 Other non-current assets 7 11,593 7,626 2,548

Sub-Total - (A} 290.,005 262 742 271,705

B Current assets

Inventories 8 143,125 141,053 115,025 Financial assets

Loans 5 380 443 399

Security deposits SA 8,302 9,944 4,200 Derivative instruments 9 - 26 Trade receivables 9 45,387 31,238 40,851

Cash and cash equivalents 10 4,433 1,906 2,701 Bank balance other than above 13 18 -

Other financial assets 6 2,309 3,403 20 Prepayments 3,970 3,354 2,992 Other current assets 7 5,651 4,140 8,417

Sub-Total - (B} 213,579 195 499 174 631

TOTAL(A+B} 503 584 458 241 446,336

EQUITY AND LIABILITIES

C Equity

Equity share capital 11 77,053 76,884 9,279 Other equity 12

Share suspense account 274 378 67,982 Share premium 75,989 75,148 75,137 Retained earninqs (59,968} (64,447) (53,485) Other reserves 2,468 2,586 2,473

Sub-Total - (C} 95,816 90,549 101,386

D Non-current Liabilities

Financial liabilities Borrowinqs 13 127,099 67,715 101,098 Deposits 7,851 6,715 3,858

Employee Benefit Obliqation 17 1,232 858 709 Liabilities for rent straiqht lininq 5,560 3,937 7,824 Other payables 18 766 618 321

Sub-Total - (D} 142,508 79,843 113,810

E Current liabilities

Financial liabilities Borrowings Trade payables Deposits Other financial liabilities

Deferred revenue Employee Benefit Obligation Liabilities for rent straight lining Other payables

Sub-Total- (El

TOTAL (C+D+E)

Summary of significant accounting policies

13 14

15 16 17

18

2.1

76,074 155,105

5,883 11,107 1,797

8,585 1,550 5,159

265 260

503 584

79,927 63,688 142,981 124,146

5,120 4,761 43,253 23,028 2,430 2,846 6,598 5,240 2,155 2,512 5,385 4,919

287 849 231140

458 241 446 336

SIGN&

The accompanying notes are an integral part of the financial statements.

As per our report of even date For S R B C & CO LLP

egistration No. 324982E/E300003 ccountants

�

Place: Mumbai Date : May 12, 2017

FOR AND ON BEHALF OF BOARD OF DIRECT<l&S

11��.:to,} �t f:�:"'��_...

(DIN: 00230152) (DIN.:,069942-03 (DIN: 00292757)

//�_. ( (J\ Chief Financial Officer


�Elfl<A NDCompany Secretary

�JF

Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) Statement of Profit and Loss for the year ended March 31, 2017

Revenue from operations

Total income

Expenses Cost of raw materials consumed Purchases of traded goods (Increase)/ decrease in inventories of finished goods, work-in-progress & traded goods Excise duty on sale of goods Employee benefit expense Other expenses Total expenses

Earnings before interest, tax, depreciation and amortization (EBITDAJ Less:

Depreciation and amortisation expense Finance costs

Add: Other income Finance income

Profit/ (Loss) Before Tax (i) Current tax(ii) Deferred tax

Income tax expenseProfit / (Loss) for the Year

Other comprehensive income Other comprehensive income not to be reclassified to profit or loss in subsequent periods:

Re-measurement gains / (losses) on defined benefit plans Income tax effect

Other comprehensive income for the year

Total comprehensive income for the period

Earnings per equity share [nominal value of share Rs. 10 (March 31, 2016 Rs.10)1 Basic in Rs. per share Diluted in Rs. per share

Summary of significant accounting policies


Notes

19

20 20 20

21 22

23 24

25 26

27

28

2.1

Year ended 31-Mar-2017

663,298

663,298

60,687 239,919

261

3,012 70,580

245,090 619,549

43,749

24,247 17,967

2,169 1,646 5,350

5,350

(871)

(871)

4.479

0.69 0.69

Rs. in Lakhs Year ended 31-Mar-2016

603,458

603,458

63,922 235,216 (23,962)

66 62,053 228,321 565,616

37,842

33,809 17,645

467 2,170

(10,975)

(10,975)

13

13

(10,962)

(1.42) (1.42)

As per our report of even date For S R B C & CO LLP

istration No. 324982E/E300003 ountants

1/ t�I:

""AU O"OARO O

;

IRECTOSS

' / . .

eRANABSARUA Q.,SU;�•VA� /1::7�f (Managing Director) =±r), (Director)

SI N&DAl


(DIN: 00230152) (DIN: 069M202) (DIN: 00292757)

t�� S. VISVANATHAN Chief Financial Officer


Company Secretary

Aditya Blrla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) Statement of changes in equity for the year ended March 31, 2017

a. Equity share capital

Equity shares of Rs. 10 each issued, subscribed and fully paid As at April 1, 201 5

Scheme of Demerger (Refer Note • 44) Exercise of Options - Share based payments (Refer Note - 36) As at March 31, 2016 As at April 1, 2016 Allotment to NR Shareholders (Refer Note • 12) Exercise of Options - Share based payments (Refer Note - 36) As at March 31, 2017

b. Other E uit

No. of shares

92,793,529 676,037,600

11,597 768,842,726

768,842,726 1,036,736

647,692 770, 527,154

Rs. in Lakhs

9,279 67,604

1 76,884 76,884

104 65

77,0 53

Reserves and surplus Other

comprehensive Share Suspense f-------.-------,-------,------1--"in,,c.,,o,_,m_,,e'---I

As at April 1, 2015 (Loss) for the year Add: Other comprehensive income (Refer Note· 27) Total Other Comprehensive Income Shares allotted during the year (676,037,600 Equity shares) Premium on exercise of share options Gross compensation for options granted during the year (Loss) recognised dur

ing the year (net)

Gain recycled to Statement of Profit and Loss (net)

As at March 31, 2016

Balance as at April 1, 2016 Profit for the year Add: Other comprehensive income (Refer Note • 27) Total Other Comprehensive Income Allotted to NR shareholders during the year (10,36,736 Equity shares)

Premium on exercise of share options Gross compensation for Options granted during the year Transfer to Share Premium on Exercise of Share

Account (Refer Note -12)

67,982

67, 982 (67,604)

378

378

378

(104)

Share premium (Refer Note -12)

75,137

7 5 ,137

11

75,148

75,148

75,148

841

Retained earnings

(53,485) (10,975)

13

(64,447)

(64,447)

{64,447)

5,350 (871)

(59,968)

Share Based Payment Reserve

(Refer Note - 12)

302

302

115

417

417

417

481

(599)

Capital Reserve Cash flow (Refer Note -12) Hedge Reserve

2,169 2

2,16 9

(24) 22

2,16 9

2,16 9

2,16 9

Rs. in Lakhs

Total other equity

92,107 (10,975)

13

81,145 (67,604)

11 115

(24) 22

1366 5

13,66 5

5,350 (871)

18,144 (104)

841 481

(599)

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,OS ,WO o, ""'� o, ,OMO 0, O,S,CTO"'

. '�'"' ��{Managing Director) (DIN: 002301 52)

��W' S. VISVANATHAN Chief Financial Officer


Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) Statement of cash flows for the year ended March 31, 2017

Rs. in Lakhs

Notes Year ended Year ended

31-Mar-2017 31-Mar-2016

Cash flows from operating activities

Profit / (Loss) before tax 5,350 (10,975) Adj11strneot ta [ecaocile pcafit t (lass) before tax ta □et casb flaws·

Depreciation and amortisation of property, plant and equipment and intangible asset� 23 24,247 33,809 Finance costs 24 17,967 17,645 (Profit)/ Loss on sale of property, plant and equipment 142 92

Employee stock compensation expense 21 679 290 Finance income (1,646) (2,170)

Operating profit before working capital changes 46,739 38,691 Movements in working capital·

(Increase)/ decrease in trade and other receivables (14,149) 9,613 (Increase)/ decrease in inventories 599 (26,028) (Increase) / decrease in other assets (5,061) (9,239) Increase/ (decrease) in trade and other payables 9,582 18,835 Increase/ (decrease) in employee benefit obligation 2,361 1,507 Increase / (decrease) in other liabilities 2 056 (2102)

Cash generated from / (used in) operations 42,127 31,277 Direct taxes paid (Net of refunds) (302) (190) Net cash flow from / (used in) operating activities 41 825 31,087

Cash flows from investing activities

Purchase of property, plant and equipment, intangible assets and capital advance (30,306) (21,275) Acquisitions during the year 34 (17,560) -

Proceeds from sale of property, plant and equipment and intangible assets 2,188 516 Purchase of current investments (58,112) (1,390) Proceeds from sale / maturity of current investments 58,112 1,390 Finance income 26 1,646 2,170

Net cash flow from/ (used in) investing activities (44 032) (18 589)

Cash flows from financing activities

Proceeds from issuance of equity share capital 109 (163) Proceeds from non-current borrowings 136,358 (8,637) Repayment of non-current borrowings (113,025) (2,521) Proceeds from current borrowings 395,647 23,739 Repayment of current borrowings (399,500) (7,500) Interest paid (14 853) (18 213

Net cash flow from / (used in) financing activities 4 736 113 295)

Net increase / (decrease) In cash and cash equivalents 2,529 (797)

Cash and cash equivalents at the beginning of the year 1 904 2 701

Cash and cash equivalents at the end of the year 10 4 433 1 904

Components of Cash and cash equivalents

Balances with banks -on current account Balance with Credit Card Company Cash on hand (Refer Note - 10) Cheques in hand

Less: Book overdraft (Refer Note -15) Total Cash and cash equivalents


2,775 321

524 813

4,433

4,433

As per our report of even date For S R B C & CO LLP FOR AND ON BEHALF OF THE BOARD OF DIRECTORS I Registration No. 324982E/E300003

d ,¼:ountants

rship No.: 36738

Date : May 12, 2017

dwl PRANAB, B�A (Managing Director) (DIN: 00230152)

S. VISVANATHANChief Financial Officer

Date : May 12, 2017

��Y�,, SUKANYA KRIPALU ARUN THIA (Director) (f)lrector) ,-(DIN: 06994202) (DIN: 0029 57)

l\ij:�� GEE:(�� Company Secretary

1,036 345 420 105

1,906 (2)

1,904

SIGN & IJ

SR BC& CO LP Chartered Accountants



Report on the Ind AS Financial Statements

14th Floor, The Ruby 29 Senapati Bapat Marg Dadar (West) Mumbai - 400 028, India

Tel :+912261920000

Fax: +91 22 6192 1000

We have audited the accompanying Ind AS financial statements of Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) ("the Company"), which comprise the Balance Sheet as at March 3 I, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 20 I 3 ("the Act") with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 20 I 5, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143( l 0) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of 6--,'f;c& Co e Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the/ ;' �- · <� nges in equity fo, the yea< ended on that date.

:.,¾� "11 � \._ /f'r. \ SR tl C 8. CO l.LP, ,1 Lurnted Liab1Hty Purtne1st11p w1tti Ll_l> lclcn11ty No. AA13·1Ul8

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Rcqcl. 011,ce · 22, C,1m,1C Slrccl, Block 'C', 3rd rtoor, Kolkata-700016

s & LL Chartered Accountants

Aditya Birla Fashion and Retail Limited (fonnerly known as Pantaloons Fashion & Retail Limited)


l. As required by the Companies (Auditor's report) Order, 2016 ("the Order") issued by the CentralGovernment oflndia in terms of sub-section ( 11) of section 143 of the Act, we give in the Annexure I astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other ComprehensiveIncome, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account;

( d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standardsspecified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,as amended;

( e) On the basis of written representations received from the directors as on March 3 I, 2018, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from beingappointed as a director in tenns of section 164(2) of the Act;

(t) With respect to the adequacy of the internal financial controls over financial reporting of the Companywith reference to these Ind AS financial statements and the operating effectiveness of such controls, referto our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our infonnation andaccording to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind ASfinancial statements - Refer Note 45 to the Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

For S R B C & CO LLP Chartered Accountants IC egistration Number: 324982E/E300003

p Jay M Partner Membership No.: 36738 Place: Mumbai Date: May I I, 2018

2

SR C&CO LP Chartered Accountants

Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited)

Annexure 1 to the Independent Auditor's Report of even date on the Ind AS Financial Statements of


(i) (a) The Company has maintained proper records showing full particulars, including quantitative detailsand situation of Property, plant and equipment.

(i) (b) All Property, plant and equipment have not been physically verified by the management during theyear but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(i) ( c) According to information and explanations given by the management, the title deeds of immovableproperties, included in Property, plant and equipment are held in the name of the Company except for the following immovable properties other than self-constructed buildings aggregating to Rs. 6.05 Crore which are held in the name of the demerged companies and is in the process of being transferred to the Company:


number of category March 31, 2018

cases (Rs. Crore)

12 Freehold 5.92 Title deeds are in names of the companies land whose divisions got merged with the

Company and are pending to be transferred Building 0.13 in the name of the Company.

(Flat)

(ii) The management has conducted physical verification of inventory at reasonable intervals during theyear and no material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans,secured or unsecured to companies, firms, limited liability partnerships or other parties covered inthe register maintained under section 189 of the Companies Act, 20 13 ("the Act"). Accordingly, theprovisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hencenot commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans,investments, guarantees and securities granted in respect of which provisions of section 185 and186 of the Act are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of sections 73 to 76 of the Act andthe Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions ofclause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified themaintenance of cost records under section 148( I) of the Act, for the products/services of theCompany.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income tax, sales____ tax, service tax, custom duty, excise duty, value added tax, goods and services tax, cess and other

tory dues have generally been regularly deposited with the appropriate authorities.

3

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s BC& C L Chartered Accountants


(vii) (b) According to the information and explanations given to us, no undisputed amounts payable in respectof provident fund, employees' state insurance, income tax, sales tax, service tax, custom duty, excise duty, value added tax, goods and services tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(vii) (c) According to the records of the Company, the dues outstanding of income tax, sales tax, service tax,

custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Unpaid Period to which

Nature of amount Forum where dispute Statute

dues involved the amount

is pending (Rs. Crore)* relates

Central Excise duty 1.86 May, 2001 to Customs, Excise and Excise Act April, 2003 Service Tax Appellate

Tribunal, Bangalore Central Sales Central sales 0.01 2006-07 The Appellate Deputy Tax Act tax Commissioner (CT)

Secunderabad Division Customs Act Custom duty 2.04 1998-99 Hon'ble High Court -

Karnataka Customs Act Custom duty 0.50 2010 Customs, Excise and

Service Tax Appellate Tribunal, Chennai

Gujarat Sales tax 2.26 2011-12 Joint Commissioner -Commercial JCCT(A) Tax Act Karnataka Sales tax 5.28 2011-12 Karnataka Appellate Sales Tax Act Tribunal Karnataka Sales tax 1.01 2005-07 Joint Commissioner of Sales Tax Act Commercial Taxes -

Appeal Karnataka Sales tax 6.46 2012-13 to 2014- Joint Commissioner of Sales Tax Act 15 Commercial Taxes -

Appeal Karnataka Entry tax 0.02 2002-03 to 2004- Joint Commissioner of Tax on Entry 05 Commercial Taxes -of Goods Act Appeal-I Kerala Surcharge 2.44 April, 2008 to Kerala High Court, Commercial June, 2017 Ernakulum Tax Act Kerala Kerala sales 0.01 2004-05 Kerala Sales Tax General Sales tax Appellate Tribunal, Tax Act Ernakulum Orissa Sales Sales tax 0.74 2014-15 Joint Commissioner of Tax Act Commercial Tax Orissa Sales Sales tax 0.005 2002-03 Assistant Tax Act Commissioner of

Commercial Taxes, Bhubaneswar

4

s BC& lLP Chartered Accountants



Statute Nature of amount

the amount Forum where dispute

dues involved relates

is pending (Rs. Crore)*

Orissa Entry Entry tax 0.001 2002-03 Assistant Tax Act Commissioner of

Commercial Taxes, Bhubaneswar

Textile Textile cess 0.59 1999-2005 Hon'ble High Court -Committee Karnataka Act Uttar Pradesh Value added 2.15 2008-09 to 2009- Deputy Commissioner Commercial tax 10 of Commercial Taxes Tax Act Uttar Pradesh Value added 5.22 2008-09, 2011-12 Additional Commercial tax & 2012-13 Commissioner -Tax Act Appeal Uttarakhand Value added 3.75 2008-09 to 2010- Additional Commercial tax 11,2012-13& Commissioner -Tax Act 2013-14 Appeal West Bengal Sales tax 0.05 2013-14 Joint Commissioner Commercial Appeal - JCCT (A) Tax Act West Bengal Sales tax 0.20 2011-12 Appellate and Commercial Revisional Board Tax Act Employee Employee 0.11 2003-06 Hon'ble Court of State state Labour Tribunal, Insurance Act insurance Bangalore KVAT Act Value added 0.08 2008-09 Joint Commissioner of

tax Commercial Tax Madhya Value added 0.08 2013-14 Commercial Tax Pradesh VAT tax Department Act Haryana Central sales 0.08 2013-14 Joint Commissioner of Commercial tax Commercial Taxes -Tax Act Appeal

* The unpaid amount mentioned above is net of Rs. 39.14 Crore paid under protest.

(viii) According to information and explanations given by the management, we are of the opinion that the

Company has not defaulted in repayment of dues to a financial institution, bank or debenture

holders. The Company does not have any borrowing from the government during the year.

(ix) In our opinion and according to the information and explanations given by the management, monies

raised by way of term loans and debt instruments were applied for the purposes for which those

were raised. The Company has not raised any money by way of initial public offer/ further public

offer.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of

the financial statements and according to the information and explanations given by the

management, we report that no fraud by the Company or no material fraud on the Company by the

officers and employees of the Company has been noticed or reported during the year.5

SR BC & CO LL Chartered Accountants


(xi) According to the information and explanations given by the management, the managerial

remuneration has been paid/ provided in accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of

the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the

related parties are in compliance with section 177 and 188 of the Act where applicable and the

details have been disclosed in the notes to the financial statements, as required by the applicable

accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the

Balance Sheet, the Company has not made any preferential allotment or private placement of shares

or fully or partly convertible debentures during the year under review and hence, reporting

requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not

entered into any non-cash transactions with directors or persons connected with him as referred to

in section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the

Reserve Bank of India Act, 1934 are not applicable to the Company.

For S R B C & CO LLP Ch untants

pe ijay Maniar Partner

ration Nu · E/E300003

Membership No.: 36738


6

S BC & CO LLP Chartered Accountants


Annexure 2 to the Independent Auditor's Report of even date on the Ind AS Financial Statements of


Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) ("the Company") as of March 3 I, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.


The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit oflnternal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

rnal purposes in accordance with generally accepted accounting principles. A Company's internal ncial control over financial reporting includes those policies and procedures that (I) pertain to the

7



maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP Cha ered Accountants I AI ir egistration Number: 324982E/E300003

p y

Partner Membership No.: 36738


;, ,·s:·�·-

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_....,

8

Aditya Birla Fashion and Retail Limited (formerly known as Pantaloons Fashion & Retail Limited) Balance Sheet as at March 31, 2018

t In Crores

Notes As at As at

March 31, 2018 March 31, 2017

ASSETS

I Non-current assets

(a) Property, plant and equipment 3 646.45 546.24

(b) Capital work-in-progress 3 45.89 25.00

(c) Goodwill 4, 41 1,859.60 1,859.60

(d) Other intangible assets 4 76.25 81.22

(e) Financial assets

(i) Investments 5 4.21 -

(ii) Loans 6 2.90 3.49

(iii) Security deposits 7 251.53 213.90

(iv) Other financial assets 8 1.15 1.00

(f) Deferred tax assets (net) 9 68.82 -

(g) Non-current tax assets (net) 18.75 17.78

(h) Other non-current assets 10 107.99 151.82

Sub-Total - Non-current assets 3,083.54 2,900.05

II Current assets

(a) Inventories 11 1,691.20 1,431.25

(b) Financial assets

(i) Loans 12 4.69 3.80

(ii) Security deposits 13 69.20 83.02

(iii) Trade receivables 14 551.84 452.18

(iv) Cash and cash equivalents 15 72.56 49.53

(v) Bank balance other than above 16 0.23 0.13

(vi) Other financial assets 17 27.99 19.68

(c) Other current assets 18 232.59 96.21

Sub-Total - Current assets 2,650.30 2,135.80

TOT AL - ASSETS 5,733.84 5,035.85


I Equity

(a) Equity share capital 19 771.69 770.53

(b) Other equity 20 321.42 187.63

Sub-Total - Equity 1,093.11 958.16

II Non-current liabilities

(a) Financial liabilities

(i) Borrowings 21 1,187.91 1,270.99

(ii) Deposits 73.45 78.51

(b) Provisions 22 121.14 107.08

(c) Other non-current liabilities 23 87.21 63.26

Sub-Total - Non-current liabilities 1,469.71 1,519.84




Report on the Audit of the Ind AS Financial Statements

Opinion

12th Floor, The Ruby 29 Senapati Bapat Marg Dadar (West) Mumbai - 400 028, India

Tel : +91 22 6819 8000

We have audited the accompanying Ind AS financial statements of Aditya Birla Fashion and Retail Limited ("the

Company"), which comprise the Balance sheet as at March 3 l , 2019, the Statement of Profit and Loss, including the

Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the

year then ended, and notes to the financial statements, including a summary of significant accounting policies and

other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS

financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner

so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of

the state of affairs of the Company as at March 3 l, 2019, its profit including other comprehensive income, its cash

flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing (SAs), as

specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the

'Auditor's Responsibilities for the Audit of the Ind AS Financial Statements' section of our report. We are independent

of the Company in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India

together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of

the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion on the Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context

of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide

a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is

provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We

have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Ind AS financial

statements section of our report, including in relation to these matters. Accordingly, our audit included the

performance of procedures designed to respond to our assessment of the risks of material misstatement of the Ind AS

financial statements. The results of our audit procedures, including the procedures performed to address the matters

below, provide the basis for our audit opinion on the accompanying Ind AS financial statements.

SR BC & CO LLP. a Limited Liability Partnership with LLP Identity No. AAB-4318 Regd. Office: 22. Camac Street. Block ·s·. 3rd floor, Kolkata-700 016



Key audit matters How our audit addressed the key audit matter

Goodwill: Impairment Evaluation (as described in Note 4 of the Ind AS financial statements)

As disclosed in Note 4, goodwill amounts to Rs

1,859.60 Crore as at March 31, 2019 and

represents goodwill acquired through various

business combinations and allocated to cash

generating units of the Company.

A cash generating unit to which goodwill has

been allocated is tested for impairment annually,

Our audit procedures in respect of impairment evaluation of

goodwill included the following:

•

•

Obtained an understanding of the process followed by the

management to determine the recoverable amounts of cash

generating units to which the goodwill has been allocated.

or more frequently when there is an indication

that the unit may be impaired. As disclosed in

Note 4, impairment of goodwill is determined by •

Evaluated the objectivity and independence of the

specialist engaged by the Company and reviewed the

valuation reports issued by such specialist.

Evaluated the model used in determining the value in use

of the cash generating units.assessing the recoverable amount of each cash

generating unit to which the goodwill relates. • Evaluated the consistency of data used in the recoverable

The recoverable amount of the cash generating amount calculation with the financial budgets approved by

unit as at March 31, 2019 has been determined senior management of the Company.

based on a value in use calculation using cash • Tested the arithmetical accuracy of the computation offlow projections from financial budgets approved recoverable amounts of cash generating units.by senior management covering a three-year

period. Management of the Company has used an

external specialist in assessing the recoverable

amount of the cash generating unit based on

value in use computation.

We focused this area because of the judgmental

factors involved in impairment assessment and

the significant carrying value of the goodwill.

•

•

Analysed the level of performance regards the business

plan approved in the previous year, discussed with the

management reasons for deviation as compared to such

plan to and have assessed the assumptions used in the

financial budgets for computation of value in use as at

March 31, 2019.

Involved valuation expert to assist in evaluating the

assumptions around the key drivers of the cash flow

projections including discount rates, expected growth rates

and terminal growth rates used.

• Assessed the sensitivity analysis performed by the

Company and the resultant change in the recoverable

amount upon changes in assumptions.

• We also assessed the disclosures provided by the Company

in relation to its annual impairment test in Note 4 to the

financial statements.




Provision on inventories (as described in Note 11 and 38 of the Ind AS financial statements)

As at March 31, 2019, the Company held Our audit procedures to test the provision on inventories

inventories of Rs 1,921.28 Crore (net of included the following:

provision of Rs. 270.91 Crore). Inventories are • carried at lower of cost and net realisable value

in accordance with the accounting policy of the

Company.

The Company makes provision for inventory

based on policy, past experience, current trend

and future expectations of these materials

depending upon the category of goods.

•

•

Significant judgment is required in assessing the

appropriate level of the provision for slow •

moving and/or obsolete inventory. Accordingly,

we have considered provision on inventories to

be a key audit matter. •

We obtained an understanding, evaluated the design and

tested the operating effectiveness of controls that the

Company has in relation to inventory provision.

We compared the methodology used to calculate the

inventory provision and its consistency with prior periods

and obtained an understanding of management justification

for changes.

We obtained inventory provision calculation from the

Company and re-performed the calculation of the

inventory provision as per the policy of the Company.

For specific provisions made, on a sample basis we

assessed the basis of such provision and also tested it with

management approvals.

For inventory on hand at the end of the period, we assessed

on a sample basis, whether such inventory was recorded at

the lower of cost and net realisable value by testing the cost

for such sample inventory items to the most recent retail

price.

• We assessed the Company's disclosures concerning this in

Note 38 on significant accounting judgments, estimates

and assumptions and Note 1 1 Inventories to financial

statements.

Provision for discount and sales returns (as described in Note 38 of the Ind AS financial statements)

Revenue from contracts with customer is Our audit procedures to test the provision for discount and sales

recognised upon transfer of control of promised returns included the following:

goods and is measured at the fair value of the • Read and understood the Company's accounting policy for

consideration received or receivable, net of

returns and allowances, trade discounts and

volume rebates, based on contractually defined

terms.

In some cases, discounts estimated will be •

determined on sale of goods by the customers.

Also, in certain cases the Company has contracts

with customers which entitles them to right of

return. •

At year end, amount ofreturns, and discounts that

have been incurred and not yet settled with the

customer are estimated and accrued. •

recognition and measurement of net sales revenue,

including the policy for recording returns, and discounts by

assessing compliance with Ind AS I 15 'Revenue from

Contracts with Customers'.

Tested the estimate of returns and discounts related

accruals with underlying documentation such as

management approved norms, customer agreements, sales

data and customer reconciliations, as applicable.

Tested design and operating effectiveness of key controls

for calculating, reviewing and approving returns and

discounts.

Analysed returns and discounts and held discussions with

management to understand changes in provisioning

SR 8 C& CO LLP Chartered Accountants



Estimating the amount of accrual at year-end· is

considered a key audit matter due to the

judgments required to be made by management. •

norms/additional provisions made based on management's

assessment of market conditions.

We assessed the Company's disclosures concerning this in

Note 38 on significant accounting judgments, estimates

and assumptions.

Recognition of Deferred tax assets. including Minimum Alternate Tax (MAT) credit entitlement (as

described in Note 9 and 36 of the Ind AS financial statements)

Deferred tax assets are recognised to the extent

that it is probable that taxable profit will be

available against which the deductible temporary

Our audit procedures to test the recognition of deferred tax

assets (including MAT credit entitlement) included the

following:

differences and the carry forward of unused tax •

credits and unused tax losses can be utilised.

The Company's ability to recognise previously

un-recognised deferred tax assets is assessed by •

the management at the end of each reporting

period, taking into account forecasts of future

taxable profits and the applicable tax laws. •

As at March 31, 2019 the Company has

recognised total deferred tax assets of Rs 194.56

Crore (including Rs 21.84 Crore of Minimum

Alternate Tax credit entitlement). The

recognition of deferred tax assets is a key audit

matter as its recoverability within the allowed

time frame involves significant estimate of the

financial projections, availability of sufficient

taxable income in the future and significant

judgments in the interpretation of tax regulations

and tax positions adopted by the Company.

Other Information

•

•

Read and understood the Company's accounting policies

with respect to recognition of deferred taxes and for

assessing compliance with Ind AS 12 "Income Taxes".

Involved tax specialists who evaluated the Company's tax

positions by assessing the prevalent tax laws and compared

the current position with prior years, past precedents.

Assessed the consistency of data used in the deferred tax

assets amount calculation with the financial budgets

approved by senior management of the Company.

We compared the projections with past trends and enquired

for the significant variations.

We assessed the disclosures in Note 9 and 36 of the Ind AS

financial statements in accordance with the requirements

oflnd AS 12 "Income Taxes".

The Company's Board of Directors is responsible for the other information. The other information comprises the

information included in the Annual report with respect to following sections but does not include the Ind AS financial

statements and our auditor's report thereon.

• Letter to Shareholders from Chairman

• Report of the Board of Directors (includes Management Discussion and Analysis) only with respect to the

following sections

o Business Overview

o Business Strategy

o Financial Performance and Analysis

o Risk Management

o Internal Control Systems and their Adequacy

o Share Capital



o Disclosure in terms of the provisions of the Act and the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

o Corporate Governance Report

Our opinion on the Ind AS financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read the other information and,

in doing so, consider whether such other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report in this regard.

Responsibilities of Management for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to

the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial

performance including other comprehensive income, cash flows and changes in equity of the Company in accordance

with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)

specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as

amended. This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that

were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern

basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no

realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient

Ii I! ,1

SR BC& CO LLP Chartered Ac:c:ountants

.I, ...


and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Governmentof India in terms of sub-section ( 11) of section 143 of the Act, we give in the "Annexure l" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books;

... �:-;:::-�



( c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive

Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in

agreement with the books of account;

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record

by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed

as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with

reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our

separate Report in "Annexure 2" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by

the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the

Act;

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information

and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS

financial statements - Refer Note 45 to the Ind AS financial statements;

11. The Company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company.

For S RB C & CO LLP

Chartered Accountants

ICAI ,·rm R ·stration Number: 324982E/E300003

Partner

Membership Number: 36738

Place: Mumbai

Date: May 15, 2019



Annexure 1 to the Independent Auditor's Report of even date on the Ind AS Financial Statements of Aditya

Birla Fashion and Retail Limited

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of Property, plant and equipment.

(i) (b) All Property, plant and equipment have not been physically verified by the management during the year but

there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of

the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(i) ( c) According to information and explanations given by the management, the title deeds of immovable properties,

included in Property, plant and equipment are held in the name of the Company except for the following

immovable properties other than self-constructed buildings aggregating to Rs. 6.05 crore which are held in

the name of the demerged companies and is in the process of being transferred to the Company:


number of category March 31, 2019

cases (Rs. in Crores)

12 Freehold 5.92 Title deeds are in names of the companies whose Land divisions got merged with the Company and are

I Building 0.13 pending to be transferred in the name of the

(Flat) Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and

no material discrepancies were noticed on such physical verification. There was no inventory lying with third

parties.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured

or unsecured to companies, firms, limited liability partnerships or other parties covered in the register

maintained under section 189 of the Companies Act, 2013 ("the Act"). Accordingly, the provisions of clause

3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments,guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Act areapplicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and theCompanies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v)of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance

of cost records under section 148( 1) of the Act, for the products/services of the Company.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, service tax,

sales-tax, customs duty, excise duty, value added tax, goods and service tax, cess and other statutory dues as

applicable, have generally been regularly deposited with the appropriate authorities.



(vii) (b) According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, employees' state insurance, income-tax, service tax, sales-tax, customs duty, excise duty,

value added tax, goods and service tax, cess and other statutory dues were outstanding as applicable, at the

year end, for a period of more than six months from the date they became payable.

(vii) (c) According to the records of the Company, the dues of income-tax, service tax, sales-tax, custom duty, excise

duty, value added tax and cess on account of any dispute, are as follows:


Statute Nature of dues Amount

the amount Forum Where dispute is

involved relates

pending

(Rs. Crores)*

Central Excise Excise duty 1.86 May, 2001 to Customs, Excise and Act April, 2003 Service Tax Appellate

Tribunal, Bengaluru

Central Sales Tax Central sales tax O.ol 2006-07 The Appellate Deputy Act Commissioner (CT),

Secunderabad

Customs Act Custom dut\. 2.04 1998-99 Supreme Court

Customs Act Custom duty 0.50 2010 Commissioner - Appeal, Chennai

Gujarat Sales tax 2.26 201 l-12 Joint Commissioner Commercial Tax JCCT(A), Ahmedabad Act Central Excise Excise duty 24.10 June - July, 2013 Commissioner of Central Act Tax, Bengaluru

Kamataka Sales Sales tax 0.01 2005-07 Joint Commissioner of Tax Act Commercial Taxes -

Aooeal, Bengaluru

Kamataka Sales Sales tax 6.78 2012-13 to Joint Commissioner of Tax Act 2014-15 Commercial Taxes -

Appeal, Bengaluru

Kamataka Tax on Entry tax 0.02 2002-03 to Joint Commissioner of Entry of Goods 2004-05 Commercial Taxes -Act Aooeal- 1, Bengaluru

Kerala Surcharge 2.44 April, 2008 to Kerala High Court, Commercial Tax June,2017 Emakulum Act Kerala General Kerala sales tax 0.01 2004-05 Kerala Sales Tax Appellate Sales Tax Act Tribunal, Emakulum

Kerala Goods and 0.59 2017-18 Assistant Commissioner Commercial Tax service tax (Appeals) of State Goods Act and Service Tax

Deoartment, Kozhikode

Odisha Sales Tax Sales tax 0.005 2002-03 Assistant Commissioner of Act Commercial Taxes,

Bhubaneshwar




Statute Nature of dues Amount

the amount Forum Where dispute is

involved relates

pending (Rs. Crores)*

Odisha Sales Tax Entry tax 0.001 2002-03 Assistant Commissioner of Act Commercial Taxes,

Bhubaneshwar Textile Textile cess 0.59 1999-2005 Hon'ble High Court -Committee Act Karnataka Uttar Pradesh Value added tax 2.15 2009-10 to Deputy Commissioner of Commercial Tax 2010-11 Commercial Taxes,

Lucknow Uttar Pradesh Value added tax 5.07 2011-12 to Additional Commissioner Commercial Tax 2012-13 - Appeal, LucknowUttarakhand Value added tax 0.92 2012-13 to Deputy Commissioner ofCommercial Tax 2014-15 Commercial Taxes,

DehradunWest Bengal Sales tax 0.05 2005-06 & Joint Commissioner Commercial Tax 2013-14 Appeal - JCCT (A),

Kolkata West Bengal Sales tax 0.20 2011-12 Appellate and Revisional Commercial Tax Board, Kolkata West Bengal Sales tax 0.28 2015-16 Sr. Joint Commissioner, Commercial Tax Kolkata Madhya Pradesh Sales tax 0.24 2013-14 & Deputy Commissioner of Commercial Tax 2015-16 Commercial Taxes, Indore Income Tax Act, Withholding tax 0.24 20ll-12 Commissioner of Income 1961 Tax (Appeals), Mumbai

* The unpaid amount mentioned above is net of Rs. 45.74 Crore paid under protest.

(viii) In our opinion and according to infonnation and explanations given by the management, the Company hasnot defaulted in repayment of dues to a financial institution, bank or debenture holders. The Company doesnot have any borrowing from the government during the year.

(ix) In our opinion and according to the infonnation and explanations given by the management, monies raised

by way of term loans and debt instruments were applied for the purposes for which those were raised. The

Company has not raised any money way of initial public offer/ further public offer.

(x) Based upon the audit procedures perfonned for the purpose of reporting the true and fair view of the financial

statements and according to the information and explanations given by the management, we report that no

fraud by the Company or no fraud on the Company by the officers and employees of the Company has been

noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has

been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197

read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order

are not applicable to the Company and hence not commented upon.



(xiii) According to the information and explanations given by the management, transactions with the related parties

are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed

in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance

sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv)

of the Order are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into

any non-cash transactions with directors or persons connected with him as referred to in section 192 of the

Act.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the ReserveBank of India Act, 1934 are not applicable to the Company.

For S R B C & CO LLP Chartered Accountants I · stration Number: 324982E/E300003

p . .Par ner


Place: Mumbai

Date: May 15, 2019

-�,,_;?:: C

SR 8 C& CO LLP Chartered Accountants


Annexure 2 to the Independent Auditor's Report of even date on the Ind AS Financial Statements of Aditya

Birla Fashion and Retail Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Aditya Birla Fashion and Retail Limited ("the Company") as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.


The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143( I 0) of the Act, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these Ind AS financial statements.



Meaning of Internal Financial Controls Over Financial Reporting with reference to these Ind AS financial

statements

A company's internal financial control over financial reporting with reference to these Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to these Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these Ind AS financial statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these Ind AS financial statements and such internal financial controls over financial reporting with reference to these Ind AS financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP countants

istration Number: 324982E/E300003

per ·. ay Maniar Partner


Place: Mumbai

Date: May 15, 2019


Balance Sheet as at March 31, 2019

ASSETS

I Non-current assets

(a) Property, plant and equipment(bl Capital work-in-progress(c) Goodwill(d) Other intangible assets(e) Financial assets

(i) Investments(ii) Loans(iii) Security deposits(iv) Other financial assets

(f) Deferred tax assets (net)(g) Non-current tax assets (net)(h) Other non-current assets

Sub-Total - Non-current assets

II Current assets

(a) Inventories(b) Financial assets

(i) Loans(ii) Security deposits(iii) Trade receivables(iv) Cash and cash equivalents(v) Bank balance other than the above(vi) Other financial assets

(c) Other current assets

Sub-Total - Current assets

TOTAL-ASSETS


I Equity

(a) Equity share capital(b) Other equity

Sub-Total - Equity

II Non-current liabilities

(a) Financial liabilities(i) Borrowings(ii) Deposits

(b) Provisions(c) Other non-current liabilities

Sub-Total - Non-current liabilities -

� � C'I) *

�

I * ut (') ,_

� � '?. � ?'� �

�fDACc£ -

� in Crores

Notes As at As at

March 31, 2019 March 31, 2018

3 636.37 646.45

22.39 45.89

4 1,859.60 1,859.60

4 59.51 76.25

5 4.21 4.21

6 3.08 2.90

7 271.26 251.53

8 1.06 1.15

9 263.38 68.82

16.20 18.75

10 114.85 107.99

3,251.91 3,083.54

11 1,921.28 1,691.20

12 5.42 4.69

13 80.19 69.20

14 786.59 551.84

15 57.19 72.56

16 0.22 0.23

17 133.81 27.99

18 384.46 232.59

3,369.16 2,650.30

6,621.07 5,733.84

19 773.48 771.69

20 655.40 321.42

1,428.88 1,093.11

21 723.78 1,187.91

81.22 73.45

22 115.21 121.14

23 92.46 87.21

1,012.67 1,469.71

Ill Current liabilities (a) Financial liabilities

(i) Borrowings 24 474.45

(ii) Trade payables

Total outstanding dues of micro enterprises and small 25 105.58

enterprises Total outstanding dues of creditors other than micro 25 2,293.03

enterprises and small enterprises

(iii) Deposits 111.34

(iv) Other financial liabilities 26 1,023.78

(b) Provisions 27 87.04

(c) Other current liabilities 28 84.30

Sub-Total• Current liabilities 4,179.52

TOTAL· EQUITY AND LIABI LITIES 6,621.07

Summar of si nificant accounting policies 2.2


As per our report of even date For S R B C & CO L LP For and on behalf of Board of Directors ICAI Firm Registration No. 324982E/E300003 Ch e dA

Place: Mumbai Place: Mumbai Date : Ma 15, 2019 Date : Ma 15, 2019

(Director) (DIN: 069942

:.& ' GEETIKAA D (CompaA Secretary)

570.45

14.21

1,995.11

89.02

336.70

70.87 94.66

3,171.02

5,733.84

(Director) (DI N: 00292757)

Aditya Birla Fashion and Retail Limited Statement of Profit and Loss for the year ended March 31, 2019

Revenue from operations II Other income Ill Total Income (I+ II)

IV Expenses (a) Cost of materials consumed (b) Purchase of stock-in-trade (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Excise duty on sale of goods (h) Rent expense (i) Other expenses

Total expenses

V Profit before tax (Ill - IV) VI Income tax expense

(a) Current tax (bl Deferred tax

VII Profit for the year (V - VI)

VIII Other comprehensive income Items that will not be reclassified to profit and loss:

Re-measurement gains/ (losses) on defined benefit plans Income tax effect

Total other comprehensive income for the year

IX Total comprehensive income for the year (VII + VIII)

X Earnings per equity share [Nominal value of share 'l: 10 (March 31, 2018 : , 10 )I Basic (f) Diluted(�)

Summa of si nlficant accountin olicles


Notes

29 30

31a 31b 31c 32 33 34

'14 35

36 36

37

2.2

f In Crores Year ended Year ended

March 31 2019 March 31 2018

8,117.72 7,181.41 64.78 32.81

8,182.50 7,214.22

604.21 664.16 3,549.26 2,971.99 (228.50) (246.07)

913.02 772.33 187.42 171.60 282.33 280.52

9.34 1,110.35 1,042.87 1,615.31 1,498.51 8,033.40 7,165.25

149.10 48.97

21.84 193.96 (68.82 172.12 68.82

321.22 117.79

(1.72) 4.26 0.60 1.12 4.26

320.10 122.05

4.15 1.52 4.15 1.52

As per our report of even date Fors RB C& co LLP For and on behalf of Board of Directors ICAI

Place: Mumbai Date : Ma 15, 2019

Place: Mumbai Date : Ma 15, 2019

�.�.:t��f (D (DIN: 00292757)

Aditya Blrla Fashion and Retail Limited

Statement of Changes In Equity for the year ended March 31, 2019

a. Equity share capital

Equity shares oft 10 each Issued

As at the beginning of the year Exercise of Options {Refer Note - 43)

As at the end of the year

Equity shares of, 10 each subscribed and fully paid

As at the beginning of the year

Allotment to NR shareholders (Refer Note - 20)

Exercise of Options (Refer Note - 43)

As at the end of the year

b. other equity

As at Aprll 1, 2017 Profit for the year Allotted to NR shareholders during the year

Premium on exercise of Options

Re-measurement gains/ {losses) on defined benefit plans

Gross compensation for Options granted during the year

Transfer to Securities Premium on exercise of Options

Share application money received/ (allotted) towards

exercise of Options


As at April 1, 2018

Profit for the year

Allotted to NR shareholders during the year Premium on e,cerclse of Options

Re�measurement gains/ (losses) on defined benefit plans

Gross compensation for Options granted during the year

Transfer to Securities Premium on exercise of Options

Share application money received/ (allotted) towards

exercise o( Options

As at March 31 2019

Share application

money pending

allotment

(Refer Note -20)

0.15

0.15

0.15

(0.07)

0.08

The accompanying notes are an Integral part af the flnandal statements.

Place: Mumbai

Date: May IS. 2019

Share suspense

account

(Refer Note • 20)

2.74

(1.03)

1.71

1.71

(1.59)

0.02

Securities

premium

(Refer Note - 20)

759.89

2.01

761,90

761,90

1.62

763,52


No. of shares , In Crores

n ,34,04,897 93,416

77.34 98 13


773.40

0.09

773.49

No. of shares , In Crom;

77,16,93,984 16,94,060

93,416

77 81 460

771.69 1.69

0.09

773.48

Reserves and surplus

Retained

earnings (Refer

Note-20)

(591.10)

117.79

473.31

(473.31)

321.22

152.09)

Share options

outstandine

account

(Refer Note - 20)

2.99

11.72

11.11)

13.60

13.60

14.74

(0.72)

27.62

Capital reserve

(Refer Note • 20)

21.69

21.69

21.69

21,69

half of Board of Directors

rY S N ARUN THI (Oirect {Director)

'I .,,,-,,


No. of shares

77 ,32,72,596 1,32,301

77,34,04,897

, In Crores

n3.27

0.13

n3.40

As at March 31 2018

No. of shares

77,05,27,154 10,34,529

1,32,301

77 16,93 984

other

comprehensive

Income

Remeasurement

gains/ (losses)

(Refer Note - 20)

(8.58)

4.26

4.32

(4.32)

(1.12)

5.44

, In Crom;

770.53

1.03

0.13

771.69

'I' In Q-ores

Total other equity

187.63

117.79

(1.03)

2.01

4.26 11.72

(1.11)

0.15

321.42

321.42

321.22 (1.59)

1.62

(1.12) 14.74

(0.72)

(0.07)

655.40

Aditya Birla Fashion and Retail Limited Statement of Cash Flows for the year ended March 31, 2019

Cash flows from operating activities

Profit before tax

Adjustments to reconcile profit before tax to net cash flows:

Depreciation and amortisation expense

Finance costs

Loss/ (profit) on sale of property, plant and equipment

Share - based payment to employees

Interest income

Net gain on sale of investments

Unrealised exchange (gain)/ loss

Expense/ (income) on financial assets/ liabilities that is not designated as at fair value

through profit or loss

Provision for doubtful debts, deposits and advances

Bad debts written off

Operating profit before working capital changes

Changes in working capital:

(Increase)/ decrease in trade and other receivables

(Increase)/ decrease in inventories

(Increase)/ decrease in other assets

Increase/ (decrease) in trade and other payables

Increase/ (decrease) in provisions

Increase/ (decrease) in other liabilities

Cash generated from operations Direct tax paid

Net cash flow from operating activities

Cash flows from investing activities

Purchase of property, plant and equipment, intangible assets and capital advance

Proceeds from sale of property, plant and equipment and intangible assets

Purchase of current investments

Proceeds from sale/ maturity of current investments

Purchase of non-current investments

Interest income

Net cash flow used in investing activities

Cash flows from financing activities

Proceeds from issuance of equity share capital

Proceeds from non-current borrowings

Repayment of non-current borrowings

Proceeds from current borrowings

Repayment of current borrowings

Interest pa id

Net cash flow used in financing activities

Net increase/ (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

-

�

Cl) -,;)

I* I u B '! (') ,_

-;s:.. � � �:r. �

��£1) ACQJ...;s

Notes

34

33

35

32

30

30

35

35

30

15

� in Crores

Year ended Year ended

March 31, 2019 March 31, 2018

149.10 48.97

282.33 280.52

184.63 165.86

1.35 2.45

14.74 11.72

(0.41) (5.52)

(2.22) (0.61)

(0.44) (0.09)

1.21 1.26

6.94 14.25

3.67 0.28

640.91 520.09

5.42 (105.03)

(353.43) (259.95)

(171.64) (170.98)

392.46 551.03

8.52 3.34

24.96 57.59

547.20 596.09 (19.59) (0.97)

527.61 595.12

(286.72) (339.09)

7.54 11.97

(960.61) (475.74)

962.83 475.35 - (4.21)

0.41 5.52

(276.55) (325.201

0.93 1.18

300.00 20.00

(362.59) (12.89)

22.28 212.52

(117.29) (402.80)

(109.76) (64.90)

(266.43) (246.89)

(15.37) 23.03

72.56 49.53

57.19 72.56

Components of Cash and cash equivalents

Balances with banks - on current account

Balances with credit card companies

Balances with e-wallet companies

Cash on hand (Refer Note - 15)

Cheques/ drafts on hand

Total Cash and cash equivalents


As per our report of even date


ICA

Place: Mumbai

Date : May 15, 2019

For and on behalf of Board of Directors

(Company Secretary)

Place: Mumbai

Date : May 15, 2019

10.14 47.24

28.64 8.15

0.01 0.01

18.40 13.30

3.86

57.19 72.56

(DIN: 00292757)

SR BC & CO LLP The

Chartered Accountants India

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated

Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Aditya Birla Fashion and Retail Limited

1. We have reviewed the accompanying statement of unaudited consolidated financial results of Aditya BirlaFashion and Retail Limited (the "Holding Company") and its subsidiaries (the Holding Company and itssubsidiaries together referred to as "the Group"), for the quarter ended September 30, 2019- and year to datefrom April 01, 2019 to September 30, 2019 (the "Statement") attached herewith, being submitted by theHolding Company pursuant to the requirements of Regulation 33· of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). Attention is drawn tothe fact that the Statement of cash flows for the corresponding period from April O 1, 2018 to September 30,2018, as reported in these unaudited consolidated financial results have been approved by the Board ofDirectors of the Company but have not been subjected to review.

2. This Statement, which is the responsibility of the Holding Company's Management and approved by theHolding Company's Board of Directors, has been prepared in accordance with the recognition andmeasurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim FinancialReporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rulesissued thereunder and other accounting principles generally accepted in India. Our responsibility is to expressa conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE)2410, "Review ofinterim Financial Information Performed by the Independent Auditor of the Entity" ii.suedby the Institute of Chartered Accountants ofindia. This standard requires that we plan and perform the reviewto obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interimfinancial information consists of making inquiries, primarily of persons responsible for financial andaccounting matters, and applying analytical and other review procedures. A review is substantially less inscope !han an audit conducted in accordance with Standards on Auditing and consequently does not enableus to obtain assurance that we would become aware of all significant ·matters that might be identified in anaudit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circi:llar No. CIR/CFD/CMDI/44/2019 dated March29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the ListingRegulations, to the extent applicable.

4 The Statement includes the results of the following entities:

5.

Holding Company (i) Aditya Birla Fashion and Retail Limited

Subsidiaries (ii) Jaypore E-commerce Private Limited(iii) Jaypore Inc.(iv) TG Apparel & Decor Private Limited(v) Finesse International Design Private Limited

Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed

5 R 8 C & CO LLP, a Limited Liability Partnerst,lp with LLP ldentit�· No. AAB-4318 Regd. Office: 22. Camac Street, Block 'B', 3rd Floor, Kolkata-700 016


required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. The accompanying Statement includes unaudited interim financial results and other unaudited financialinformation of subsidiaries whose interim financial results reflect total assets of Rs. 31.63 Crores as atSeptember 30, 2019, total revenues of Rs. 13.79 Crores, total net loss after tax of Rs. 3.93 Crores and totalcomprehensive loss of Rs. 3.94 Crores for the quarter ended September 30, 2019 and for the period fromApril 01, 2019 to September 30, 2019, and net cash inflows of Rs. 1.38 Crores for the period from April 01,2019 to September 30, 2019, as considered in the Statement, which have been reviewed by the independentauditors of the subsidiaries. The independent auditor's reports on interim financial results of these entitieshave been furnished to us by the Management and our conclusion on the Statement, in so far as it relates tothe amounts and disclosures in respect of these subsidiaries is based solely on the reports of such auditors andprocedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement in respect of matters stated in paragraph above is not modified with respect to our reliance on the work done and the reports of the other auditors.

For S RB C & CO LLP Chartered Accountants ICAI Firm registration number: 3

�,�� per Aditya Vikram Bhauwala Partner Membership No.: 208382 UDIN: 19208382AAAADH855

Mumbai November 12. 2019

Sr. Na.

I II

Ill

IV

V VI

VII

VIII

IX

X

XI

XII

XIII

XIV

'IN

Adltya Blrla Fashion and Retail Limited

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2019

Quarter ended September 30, June 30,

Particulars 2019 2019

(UnaudltodJ (UnaudltedJ

(Reier note 141

Revenue from operations 2,307.78 2,065.46 Other income 16.57 17.51

Total Income n + Ill 2,324.35 2.082.97

Expenses (a) Cost of materials consumed 208.62 182.98 (b) Purchases of stock-in-trade 1,366.19 706.81 (c) Changes In inventories of finished goods, work-in-progress and (427.43) 58.S1

stock-In-trade (d) Employee benefits expense 252.96 260.13 (e) Finance costs 105.70 94.19 (f) Depreciation and amortisation expense 224.80 202.24 (g) Rent expense 102.14 122.26 (h) Other expenses 466.08 420.71

Total e-nses 2,299.06 2,047.83

Profit before tax (lll•IV) 25.29 35.14 Income tax expense (a) Current tax 4.28 7.40 (b) Deferred tax (Refer note 8) 23.36 6.18

Net profll/ (loss) after tax (V - VI) (2.35) 21.56

other comprehensive Income

Items that will not be reclassified to profit or loss (a) Re-measurement gain/ (losses) on defined benefit plans 15.53 (8.34)

Income tax effect on above (5.40) 2.91 (b) Fair value 1aln on equity Instruments 2.95

Income tax effect on above (1.03) -

Items that will be reclasslfied to profit or loss (a) Losses on foreign currency translation (0.02)

Income tax effect on above 0.01 Total other comprehensive Income 12.04 (5.43)

Total comprehensive Income (VII + VIII) 9.69 16.13

Prafil/ (loss) far the period attributable to - Owners of the Company (0.84) 21.56 - Non-controlling interest 11.511

(2,351 21.56

Other comprehensive Income for the period attributable to - Owners of the Company 12.01 (5.43) - Non-controllln1 Interest 0.03 .

12.04 (5.43)

Total comprehensive Income for the period attributable ta - Owners of the Company 11.17 16.13 - Non-controlline interest 11.48I

9.69 16.13

Paid-up equity share capital 773.63 773.50

(Face value of Rs. 10/- each)

Other equity (excluding share suspense)

Earnings per equity share (of Rs. 10/- each) (not annualised) (including share suspense} (a) Basic (Rs. I

.

(b) Diluted (Rs.)

(0.01) 0.28

(0.01) 0.28

SIGNED FOR IDENTIFICATION

BY

SR BC & CO LLP MUMBAI

Six months ended September 30, September 30, September 30,

2018 2019 2018

(Unoudlted) (Unaudited) (Unaudlt■dJ

(Refer note 14) (Refer note 14)

2,007.34 4,373.24 3,920.86 18.70 34.08 27.17

2.026.04 4.407.32 3 948.03

70.86 391.60 214.70 1,064.31 2,073.00 1,944.57 (173.79) (368.92) (276.70)

224.14 513.09 441.75 49.70 199.89 94.11 69.07 427.04 141.37

264.69 224.40 529.97 414.33 886.79 809.93

1,983.31 4,346.89 3,899.70

42.73 60.43 48.33

11.68 29.54

42.73 19.21 48.33

1.14 7.19 4.62 - (2.49) -

2.95 -

(1.03) -

- (0.02) -

0.01 -

1.14 6.61 4.62

43.87 25.82 52.95

42.73 20.72 48.33 - 11.511 -

42.n 19.21 48.33

1.14 6.58 4.62 0.03

1.14 6.61 4.62

43.87 27.30 52.95 (1.48)

43.87 25.82 52.95

771.72 773.63 771.72

0.55 0.27 .

0.62

0.55 0.27 0.62

Rs In Crores Year ended

March 31,

2019

(AudltodJ

(Refer note 14)

8,117.72 64.78

8 182.50

604.21 3,549.26 (228.50)

913.02 187.42 282.33

1,110.35 1,615.31

8.ll33.40

149.10

21.84

1193.961 321.22

(1.72) 0.60 -

-

(1.12)

320.10

321.22 -

321.22

(1.12)

(1.121

320.10

320.10

773.48

655.38

4.15

4.15

Sr. No.

I

II

Ill

IV

UNAUDITED CONSOLIDATED SEGMEN1WISI: REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND SIX MONTHS ENDED 51:PTEMBER 30, 2019 Rs in Crores

Quarter ended Six months ended Year ended I S•ptember 30, June 30, Septembi!r 30, September 30, September 30, March 31,

Partfculan 2019 2019 2018 2019 2018 2019

(Unaudited) (Unaudited) (Unaudited) (Unaudited) !Unaudited) (Audited) (Rl!!fer note 14) (Refer note 14) (Refer note 14J (Refer note 14)

Segment revenue Madura Fashion & Lifestyle 1,473.34 1,210.35 1,262.96 2,683.69 2,367.02 5,031.54 Pantaloons 915.01 889.57 787.30 1 804.58 1,599.84 3,194.01 Total segment revenue 2,388.35 2,099.92 2,050.26 4,488.27 3,966.86 8,225.55 Less: lnter-se,:ment revenue 80.57 34.46 42.92 115.03 46.00 107.83 Net sales/ Income from ooerations 2,307.78 2,065.46 2,007.34 4,373.24 3,920.86 8,117.72

Segment reSYlts [Profit before finaru:e costs and t .. J Madura Fashion & Lifestyle 104.41 49.48 83.57 153.89 97.31 263.44 Pantaloons 50.03 74.06 13.31 124.09 52.04 86.78 Total serment results 154.44 123.54 96.88 zn.98 149.35 350.22 Inter-segment results adjustmen� 21.70 (2,621 5.44 19.08 7.98 15.44 Net segment results 132.74 126.16 91.44 258.90 141.37 334.78

less: I) Finance costs 105.70 94.19 49.70 199.89 94.11 187.42 ii) Other unallocable expenditure/ (income) • net 1.75 (3.17) (0.99) (1.42) (1.07) (1.74)

Profit before tax 25.29 35.14 42.73 60.43 48.33 149.10

Segment assets As■t As11t Asat Ant Asat Asat

Sept■mb■r JD, June 30, September 30, Septembar 3D, September 30, Milrch31,

2019 2019 2018 2019 2018 2019 IUnaudit■d) (Unaudited) (Unaudited) (Unaudltodl (Unaudited) (Audited)

Madura Fashion & Lifestyle 5,834.89 5,047.01 3,785.61 5,834.89 3,785.51 3,732.93 Pantaloons 3.720.15 3,422.56 2,849.92 3,720.15 2,849.92 2,694.30 Total segment assets 9,555.04 8,469.57 6,635.53 9,555.04 6,635.53 6,427.23 lnter•segment eliminations (172.39) (100.46) (81.15) (172.39) (81.15) (90.141 Unallocated corporate assets 409.76 545.30 106.44 409.76 106.44 283.98 Total assets 9,792.41 8,914.41 6,660.82 9,792.41 6,660.82 6,621.07

Segment liabilities Ant Ant As11t Asal Ant Asat

S.ptemb.r 30, June 30, September 30, September 30, September 30, Mardi 31,

2019 2019 2018 2D19 2018 2019 (Unaudited) (UnaudttedJ (Unaudited) (Unaudited) (Unaudtted) (AuditadJ

Madura Fashion & Lifestyle 3,841.17 3,465.45 2,200.98 3,841.17 2,200.98 2,114.61 Pantaloons 2 220.52 2 078.17 1 257.98 2 220.52 1,257.98 1,187.22 Total segment liabilities 6,061.69 5,543.62 3,458.96 6,061.69 3,458.96 3,301.83 lnter•segment eliminations (116.47) (66.24) (51.78) (116.47) (51.78) (53.30) Unallocated cor1.10rate liabilities (includin2 borrowinu) 2 489.50 2 118.67 2 098.62 2 489.50 2,098.62 1,943.66 I Total llabllltles 8 434.72 7 596.05 5,505.80 8,434.72 5,505.80 5,192.19

Note: The business of the Company is divided into two business segments - Madura Fashion & Lifestyle and Pantaloons. These segments are the basis for management decision and hence the basis for reporting.

SIGNED FOR IDENTIFICATION BY

SR BC & CO LLP

MUMBAI

I

Notes:

1 Consolidated Balance Sheet -� IAsat

September 30, Particulars

2019

(Unaudited)

A ASSETS

II Non-current assets (a) Property, plant and equipment 667.06 {b) Capital work-in-progress 31.44 (<)Goodwill 1,954.35 (d) Other intangfble assets 161.40

(e) Ri1ht to use assets 2,031.02 (f) Financial assets

(I) Investments 7.16 (II) Loans 3.23 (ill) 5ecurtty depostts 290.

04

1

{iv) Other financial assets 0.73 {g) Deferred tax assets 298.77 {h) Non-current tax assets (net) 19.19 (ii Other non-current assets 87.64

Sub-total - Non-current assets 5,552.03

II Current assets (a) Inventories 2,356.35 (b) Financial assets

(i) Current Investments 46.54 (Ii) Loans 6.44 (iii) Security deposits 63.66

1 (iv) Trade receivables 1,067.74 (v) Cash and cash equivalents 118.50 (vi) Bank balance other than above

0.25

(vii) Other financial assets 171.48 le) Other current assets 409.42

Sub-total - Current assets 4 740.38

TOTAL-ASSETS 9 792.41

B EQUITY AND LIABILITIES

I Equity (a) Equity share capital 773.63 l lb) Other equity 560.15

Sub-total - Equity attributable to owners of the Company 1,333.78 Non-controlling Interest

I-23.91

Total • Equity �,357.69 II Non-current liabilities

821.361 (a) Financial liabilities

(i) Borrowin1s (ii) Deposits 82.82 1111) Lease liability 1,681.77 (Iv) other financial liabilities 28.80

(b) Deferred tax liabilities 22.09

1 (c) Provisions 119.62 (d) Other non-current liabilities 10.33

Sub-total - Non-current liabilities 2,766.79

Ill Current liabilities (a) Financial liabilities

(i) Borrowings (II) Trade payables

(a) Total outstandin1 dues of micro enterprises and small enterprises

1,097.451

159.57

(b) Total outstanding dues of creditors other than micro enterprises and small enterprises

(iii) Deposits (iv) Lease liability (v) Other financial liabilities#

(b) Provisions (c) Other current liabilities

Sub-total - Current liabilities I

TOTAL - EQUITY AND LIABILITIES I

# lndudes current maturities of long•term debt - Rs. 405.04 (March 31, 2019 - Rs. 504.63)

SIGNED FOR IDENTIFICATION BY s R B�

:J:af,o u�.J

2,578.62

149.161 615.58

895.33 79.21 93.01

5,667.93

9,792.41

Rs inCrores Asat

March 31, 2019

IAuditedl

(Refer note 14J

636.37 22.39

1,859.60 59.51

4.21 3.08

271.26 1.06

263.38 16.20

114.85 3 251.91

1,921.28

5.42 80.19

786.59 57.19 0.22

133.81 384.46

3 369.16

6 621.07

773.48 655.40

1,428.88

·-

1 428.88

723.78 81.22

115.21 92.46

1,012.67

474.45

105.58 2,293.03

111.34

1,023.78 87.04 84.30

4 179.52

6,621.07

2 Consolidated Statement of Cash Flows

Six months

ended September

I

II

Ill

Particulars

cash flows from operatins activities Profit before tax

Adjustments to reconcile profit before ta,c: to net cash flows: Depreciation and amortisation expense Finance costs Loss/ (profit) on $ale of property, plant and equipment Share - based payment to employees Interest income Net gain on sale of current investments Unrealised e)Cchange (gain)/ loss

Expense/ (income) on financial assets/ liabilities that is designated as at fair value through profit or loss Provision for doubtful debts, deposits and advances Bad debts written off

Operating profit before working capital changes .

Changes in working capital: (Increase)/ decrease In trade and other receivables (Increase)/ decrease in inventories (Increase)/ decrease in other assets Increase/ {decrease) in trade and other payables Increase/ {decrease) in provisions Increase/ (decrease) in other liabilities Cash generated from operations Direct tax paid Net cash flow from operating activities

cash flows from lnvestlne activities Purchase of property, plant and equipment, intangible assets and capital advance Consideration paid for acquisitkln of Subsidiaries, net of cash acquired Purchase of current investments Proceeds from sale of property, plant and equipment and intangible assets Proceeds from sale/ maturity of current investments Interest income Net cash flow used In Investing activities

cash flows from financing activities Proceeds from issuance of equity share capital Proceeds from non-current borrowings Proceeds from current borrowings (net) Repayment of non.current borrowings Repayment of lease liability Interest paid Net cash flow from/ (used In) financing actlvltles

Net Increase In cash and cash equivalents

Cash and cash equlvalents at the beginnfn& of the i:,eriod

Cash and cash equivalents at the end of the period

:�G I\JED FO�EIVTIFICATIO

J

N

SR BC & CO LLP

_____ M...;U;;..;.M;.;.;B;;.;A..;.;I;.__, __

30,2019

(Unaudited)

60.43

427.04 198.74

(4.22) 6.39

(0.34) 12.95) 1.30

(12.19) 0.78

674.98

(276.37) (421.13)

(90.76) 316.53

0.68 122.37 326.30

114.72 311.58

(146.36)

(136.25) (4,473.31)

1.01 4,429.72

0.34 1324.851

1.01 500.00 617.26

(502.27) (267.47) (273.951

74.58

61.31

57.191

118.50 I

� In crores

SIKmonths

ended September

30,2018

(Unaudited)

(Refer note 14)

48.33

141.37 94.11 0.37 8.04

(0.41) (1.07) 4.52

0.35 9.47 0.22

305.30

(165.52) (437.34) (70.06)

555.80

1.90 4.15

194.23

(6.40i 187.83

(163.07)

(420.81) 1.22

421.88 0.41

1160.371

0.91 300.00 117.61

(362.04)

178.531 _lRQfil

5.41

72.56

77.97

Notes:

The standalone and consolidated financial results have been prepared in accordance with Indian Accountinc Standards (Ind AS) - 34 "Interim Financial Reportin1" 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 Accountins Standards) Amendment Rules, 2016.

4 Durinc the quarter ended September 30, 20191 the Company has completed the acquisition of its subsidiaries. Accordingly, the Company publishes unaudited standalone financial results alone with the unaudited consolidated financial results. In accordance with Ind AS 108 "Operating segments,., the Company has disclosed the segment Information on a consolidated basis as part of the unaudited consolidated financial results.

5 The standalone and consolidated financial results, as reviewed and recommended by the Audit Committee, have been approved by the Board of Directors at its meeting held on November 12, 2019.

6 The limited review as required under Re1ulation 33 of the Securities and Exchange Board of India {llstln1 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,

7 The Group has adopted Ind AS 116 "Leases" effective April 01, 2019 using modified retrospective method as a result of which comparative information are not required to be restated.

Impact of Ind AS 116 on the standalone financial results for the quarter and six months ended September 30, 2019 Is as follows:

The Company has recognised on April 01, 2019, right of use assets of Rs. 1,815.77 Crore and lease liability of Rs. 2,109.42 Crore, and the adjustment (i.e. char1e) to the retained earnings as at April 1, 2019 Is Rs. 129.82 Crore (net of strai1ht lining of lease rentals of Rs. 94.10 Crore and deferred tax of Rs. 69.73 Crore}. Therefore, rent expense, finance costs, depreciation and amortisation expense and other income for the year ended March 31, 2019 and quarter and six months ended September 30, 2018 are not comparable with quarter and six months ended September 30, 2019. Also, total assets and total liabilities as at March 31, 2019 and September 30, 2018 are not comparable with balances as at September 30, 2019.

Rs In Crores Quarter ended Quarter ended Change due to Six months Six months Change due to September 30, September 30, Ind AS 116 ended ended Ind AS 116

2019 2019 Increase September 30, September 30, Increase Particulars (Comparable) (As per Ind AS /(Decrease) 2019 2019 /(Decrease)

(Unaudited) 116) (Unaudited) (Comparable) (As per Ind AS (Unaudited) (Unaudited) (Unaudited) 116)

IUnauditedl Rent expense 283.89 101.97 (181.92) 577.88 224.23 (353.65) Finance costs 51.93 105.22 53.29 95.67 199.41 103.74 Depreciation and amortisation expense 65.98 221.33 155.35 125.63 423.57 297.94 Other Income 13.06 16.22 3.16 27.03 33.73 6.10

I Profit/ llossl before tax 59.38 35.83 (23.55) 112.30 70.97 (41331

8 The Government of India, on 20.09.2019, vlde the Taxation Law (Amendment) Ordinance, 2019 inserted a new Section 115BAA in the Income Tax Act, 1961 which provides an option to the Company for payin1 income tax at reduced rates as per the provisions/conditions defined in the said Soctlon. The Company is in the process of making a detailed evaluation of the impact of this Ordinance. Accordingly, pending evaluatlon, the Company has not 1iven effect of the Ordinance in these unaudited financial results.

9 Ourin1 the quarter ended September 30, 2019, the Nomination and Remuneration Committee of the Board of Directors has allotted 1,19,512 Equity Shares of Rs. 10/- each, pursuant to the exercise of Stock Options by eliglble employees In terms of Employee Stock Option Scheme - 2013 and 5,403 Equity Shares of Rs. 10/- each pursuant to the exercise of Stock Options by eligible employees in terms of Adltya Birla Fashion and Retall Limited Employee Stock Option Scheme 2017.

During the six months ended September 30, 2019, the Nomination and Remuneration Committee of the Board of Directors has allotted 1,19,512 Equity Shares of Rs. 10/- each, pursuant to the exercise of Stock Options by eligible employees fn terms of Employee Stock Option Scheme• 2013 and 26,139 Equity Shares of Rs. 10/- each pursuant to the exercise of Stock Options by eligible employees in terms of Aditya Blrla Fashfon and Reta fl Limited Employee Stock Option Scheme 2017.

10 On effectiveness of the Composite Scheme of Arrangement amongst the Company, erstwhile Adltya Blrla Nuvo Limited ("ABNL"), Madura Garments Lifestyle Retail Company Limited ("MGLRCL") and their respective Shareholders and Creditort. under Section 391 to 394 of the Companies Act, 1956, the Company had issued 67,98,19,778 Equity Shares to the SharehoJders of ABNL and MGLRa ("said Shares"). Out of the said Shares, 67,60,371600 Equity Shares were allotted to the Shareholders of ABNL and MGLRCL on January 27, 2016. However, pursuant to Clawe 21 of the Composite Scheme, allotment of 371821178 Equity Shares to 3,475 Non.Resident Shareholders, including 4 overseas Cof'S)on1te Bodies ("OCBs") of ABNL ("NRE Shareholders,..) was kept pending until receipt of applicable re1ulatory approvals. Thereafter, from time to time, the Company has allotted 37,65,325 Equity Shares to 3,471 NRE Shareholders in terms of applicable laws. Accordingly, out of the said Shares, 16,853 Equity Shares held by 4 OCBs shall remain pending for allotment until receipt of Regulatory approvals.

11 On June 10, 2019, the Board of Directors of the Company had approved acquisition of 100% stake in:

a) "Jaypore E-commerce Private Limited" ("Jaypore"), a B2B entity which sells ethnic fashion merchandise under Its own brand 11Jaypore11 and of other third-party brands, by entering into a Share

Purchase Agreement with its existing shareholders.;

b) ''TG Apparel & Decor Private Limited" ("TG Apparein), a B2C entity which retails ethnic fashion, both online and offline, by entering into a Share Purchase Agreement with its existing shareholders.

On July 02, 2019, post completion of the conditions precedents under the aforesaid Share Purchase Ag:reement(s), Jaypore and TG Apparel became the wholly-owned subsidiaries of the Company. Consequent to the above, Jaypore Inc., USA, an overseas wholly•owned subsidiary of Jaypore has also become a wholly-owned subsidiary of the Company.

Further, on september 23, 2019, Jaypore allotted 10,91,338 Equity shares to the Company pursuant to the conversion of 10,91,338 Compulsorily Convertible Preference Shares Series B.

12 On Juty 15, 2019, the Company entered into a strate1ic partnership with lndia1s leadin1 desi1ners "Shantanu & Nikhll" by way of acquisition of 51% stake in 'Finesse International Design Private Umlted1 (•Finesse"). The said acquisition was done through a combination of primary equity infusion and secondary share purchase by way of signing of Share Subscription and Purchase Agreement ("'SSPA") and Shareholders' Agreement with Finesse and its shareholders.

On July 26, 2019, post completion of the customary closing conditions under the said SSPA, Finesse became the subsidiary of the Company.

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

SIGNED FOR IDENTIFICATIONBY L

SR BC & CO LLP MUMBAJ

., J

�

14 The unaudited consolidated financial results for the quarter and six months ended September 30, 2019 are not comparable with the previous periods, in view of the matter discussed in note 11 and 12 above.

15 The consolidated and standalone cash flow statement for the six months ended September 30, 2018 have not been subjected to limited review by the statutory auditor of the Company.

16 Additional disclosures as per Regulation 63 read with Regulation 52 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

-

Particulars September 30, September 30, March 31,

2019 2018

Debt equity ratio (times)• 3.42 1.66

Debt service coverage ratio {times)"' 0.28 0.31

Interest service coverage ratio (times)"' 1.36 1.51

Net worth (Rs in Crores) 1,341.50 1,155.02

Net profit/ (loss) after tax (Rs. in Crores) 28.46 48,33

* The above ratios of September 30, 2019 are not comparable with the previous periods on account of Ind AS 116 "Leases". Also, refer note 7 above.

Details w.r.t. the unsecured, rated, redeemable, Non-Convertible Debentures (11NCDs11) issued by the Company are as follows:

-The credit rating by CRISIL for the NCDs continues to be AA (Stable),

-The non-convertible debt securities of the Company are unsecured.

-The previous due date(s) for payment of Interest and repayment of principal:

2019

1.19

0.61

1.80

1,428.88

321.22

Redemption of Series 1 NCDs issued by the Company in the year 2016 was due on April 12, 2019. Accordingly, the redemption amount has been duly paid.

Redemption of Series 2 NCDs issued by the Company in the year 2016 was due on May 31, 2019. Accordingly, the redemption amount has been duly paid.

- The next due dates for the payment of interest and repayment of principal:

NCDs issued by the Company in the year 2016, under Series 3, are Zero Coupon and payment of the redemption amount is due on April 20, 2020;

NCDs issued by the Company in the year 2018, under Serles 5, are Zero Coupon and payment of the redemption amount is due on August 14, 2021;

The Company has accumulated losses of the previous periods therefore the Company is not required to transfer any amount to the Debenture Redemption Reserve as per provisions of section 71 of the Companies Act,

2013.

- Details of the outstanding redeemable preference shares are as under:

500,000, 8% Cumulative redeemable preference shares of� 10/- each, redeemable at any tfme after completion of 15 years from March 31, 2009; and

500, 6% Cumulative redeemable preference shares of� 100/- each, redeemable at any time after completion of 15 years from October 14, 2009.

Ratios (based on standalone financial results) have been computed as follows:

Debt comprises Non-current borrowings, Current borrowings, Current maturities of long-term debtJ Non-current lease liability and Current lease liability

Debt service coverage ratio= Earnings before interest and tax / (Finance cost+ Principal repayment of non-current borrowings+ Principal repayment of lease liability)

Interest service coverage ratio= Earnings before interest and tax/ Finance cost

Debt equity ratio= Debt / Net worth; {Net worth: Equity share capital+ Other equity)

Place : Mumbai

Date : November 12, 2019

SIGNED FOR IDENTIFICATIONBY

SR BC & CO LLP MUMS,\!

Aditya Birla Fashion and Retail limited

Registered Office: Piramal Agastya Corporate Park,Building 'A', 4th and 5th Floor,

Unit No. 401,403, 501, 502,L.B.S. Road, Kurla, Mumbai - 400 070

CIN: L18101MH2007PLC233901 E-mail: [email protected] Website: www.abfrl.com


l l

·' '1

t : , 22 6819 "

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial

Results of the Company Pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Aditya Birla Fashion and Retail Limited

1. We have reviewed the accompanying statement of unaudited standalone financial results of Aditya BirlaFashion and Retail Limited (the "Company") for the quarter ended September 30, 2019 and year to datefrom April 01, 2019 to September 30, 2019 (the "Statement") attached herewith, being submitted by theCompany pursuant to the requirements of Regulation 33 and 52 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). Attention isdrawn to the fact that the Statement of cash flows for the corresponding period from April 01. 2018 toSeptember 30, 2018, as reported in these unaudited standalone financial results have been approved bythe Board of Directors of the Company but have not been subjected to review.

2. This Statement, which is the responsibility of the Company's Management and approved by theCompany's Board of Directors, has been prepared in accordance with the recognition and measurementprinciples laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting"prescribed.under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issuedthereunder and other accounting principles generally accepted in India. Our responsibility is to expressa conclusion on the Statement based on ocr review.

3. We cond;,cted ot:r review of the Statement in accordance with the Standard on Review Engageme11ts(SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of theEntity"' issued by the Institute of Chartered Accountants oflndia. This standard requires that we plan andperform -the review to obtain moderate assurance as to whether the Statement is free of ma,crial misstatement. A review of interim financial information consists of making inquiries, primarily ofpersons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standardson Auditing and consequently does not enable us to obtain assurnnce that we would become aware of all

, significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

4i Based on our review conducted as above, nothing has come t.:i our attention that causes us to believe thatthe accompanying Statement, prepared in acco!dance with the recognition and measurement principleslaid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of theCompanies Act, 2013 as amended, read with relevant rules issued thereunder and other accountingprinciples generally accepted in India, has not disclosed the information required to be disclosed in termsof the Listing Regulations, including the manner in w-hich it is to be disclosed, or that it contains anymaterial misstatement.

For S R B C & CO LLPChartered Accountants ICAI Firm registration number: 324982E/E300003

� �-,,, � � per Aditya Vikram Bhauwala UMBAIPartner Membership No.: 208382 .,Jj'UDIN: l 9208382AAAADG297 ',_f

Mumbai November 12, 2019

.. ,

SR 8 C & CO LLP, a Limited Liability Partnership with LLP Identity No. AAB-4318 Regd. Office: 22, camac Street, Block 'B', 3rd Floor, Kolkata-700 016

Sr. No.

I II

Ill

IV

V

VI

VII

VIII

IX

X

XI

XII

ADITYA BIRLA

Aditya Blrta Fashion and Retail Limited

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 3D, 2D19

Quarter ended Particulars September 30, 2019 June 10, 2019

(Unaudited) (Unaudited)

Revenue from operations 2,297.18 2,065.46

Other income 16.22 17.51

Total Income (I + Ill 2.313.40 211112.97

Expenses (a) Cost of materials consumed 207.58 182.98 (b) Purchases of stock-in-trade 1,360.46 706.81

(c) O,anges In inventories of finished goods, work-in-progre5$ and (426.29) 58.51 stock-in•trade

(d) Employee benefits expense 247.66 {e} Finance costs 105.22 ff) Depreciation and amortisation expense 221.33

(g) Rent expense 101.97 (h) Other expenses 459.64

Total expenses 2,277.57

Profit before tax (Ill • IV) 35.83

Income tax expense

(a) Current tax 4.28

(bl Deferred ta• (Refer note 8) 24.65

Net profit/ (loss) after tax (V- Vil 6.90

other cornprehenSlve Income

Items that will not be reclassified to profit or loss

(a) Re-measurement 1ains/ (losses) on defined benefit plans 15.45 Income tax effect on above (5.40)

(b) Fair value 1alns/ (losses) on equity Instruments 2.95 lncom• tax effect on above (1.03)

Total other comprehensive Income 11.97

Total comprehensive Income (VII + VIII) 18.87

Paid-up equity share capital 773.63

(Face value of Rs. 10/· each)

Other equity (excludln1 share suspense)

Earnings per equity share (of Rs. 10/· each) (not annualised} (includin1 share suspense)

(a) Basic {Rs.)

(b) Diluted (Rs.)

0.09

0.09


BY


260.13 94.19

202.24 122.26 420.71

2,C)47.83

35.14

7.40

6.18

21.S6

(8.34) 2.91

(5.43)

16.13

773.50

0.28

0.28

Six months ended September 30, J018 September 30, 2019 S.ptamber 30, 2011

•UMud�edl <Unaudited) IUnauditedJ

2,007.34 4,362.64 3,920.86 18.70 33.73 27.17

2,026.04 4.396.37 3.948.03

70.86 390.56 214.70 1,064.31 2,067.27 1,944.57 (173.79) (367.78) (276.70)

224.14 507.79 441.75 49.70 199.41 94.11 69.07 423.57 141.37

264.69 224.23 529.97 414.33 880.35 809.93

1,983.31 4,325.40 3,899.70

42.73 70.97 48.33

11.68

30.83

42.73 28.46 48.33

1.14 7.11 4.62 (2.49) 2.95

(1.03)

1.14 6.54 4.62

43.87 35.00 52.95

771.72 773.63 771.72

0.55 0.37 0.62

0.55 0.37 0.62

Rs In Crores

Year ended March 31, 2019

(Audited)

s,111.n

64.78

8.182.50

604.21 3,549.26 (228.SO)

913.D2 187.42 282.33

1,110.35 1,615.31

8,033.40

149.1D

21.84

(193.96)

321.22

(1.72) 0.60

(1.12)

320.10

773.48

655.38

4.15

4.15

I

Notes:

A

I

II

B

I

II

Ill

Standalone Balance Sheet

As■t

Particulars September 30, 2019

(Unaudited)

ASSETS

Non-current assets (a) Property, plant and equipment 662.35 (b} Capital work-in-progress 31.30 (c)Goodwlll 1,859.60 (d) Other intangible assets 64.74 (e) Right to use assets 2,013.19 (fl Financial assets

(I) Investments 170.01 (ii) Loans 3.23 (iii} Securitv deposits 288.13 (iv) Other financial assets 0.68

(g) Deferred tax assets (net) 298.77 (h) Non-current tax assets (net) 18.93 (i} Other non-current assets - 87.64

Sub-total .. Non-current assets 5,498.57

Current assets (a} Inventories 2,341.43 lb) Financial assets

(I) Current Investments 30.02 (ii) Loans 6.41 (iii} Security deposits 63.43 (iv) Trade receivables 1,067.11 (v) cash and cash equfvalents 113.59 (vi) Bank balancll!! other than above 0.25 (vfl) Other financial assets 174.37

(c) Other current assets 402.48 Sub-totat - Current assets 4 199.09

TOTAL· ASSETS 9,697.66


Equity (a) Equity share capital 773.63 (b) Other equity 567.87

Total - Equity 1.1'1.50 Non-current liabilities (a) Flnancial liabilities

(i) Borrowin&s 821.31 (ii) Deposits 82.80 (Iii) Lease liability 1,665.64 (iv) Other financial liabilities 28.80

(b) Provisions 117.15 (c) Other non-current liabilities 10.33

Sub-total - Non-current liabilities 2 726.03

Current liabilities (a) Financial liabilities

(i) Borrowings 1,088.62 (ii) Trade payables

{a) Total outstanding dues of micro enterprises and small enterprises 158.96 (b) Total outstanding dues of creditors other than micro enterprises and 2,561.93

small enterprises (iii) Deposits 149.16 (Iv) Lease liability 611.83 (v) Other financial liabilities# 894.97

{b) Provisions 78.64 {c) Other current liabilities 86.02

Sub-total• Current liabilities 5,630.13

TOTAL· EQUITY AND LIABILITIES 9 697.66

# Includes Current maturities of long-term debt• Rs. 404.83 (March 31, 2019 • Rs. 504.63)


BY


r I

Rs in Crares Asat

March 31, 2019

1Audit"1l)

636.37 22.39

1,859.60 59.51

4.21 3.08

271.26 1.06

263.38 16.20

114.85 3 "1.91

1,921.28

5.42 80.19

786.59 57.19

0.22 133.81 384.46

�

61;21.07

773.48 655.40

·1 .. 28.88

723.78 81.22

115.21 92.46

1,012.�

474.45

105.58 2,293.03

111.34

1,023.78 87.04 84.30

4,179.52

6.621.07

I

II

Ill

Standalone Statement of Cash Flows Rs inQores

Six months ended Six months ended

Particulars September 30,2019

(Unaudited)

Cash flows from operating activities Profit before tax 70.97 Adjustments to reconcile profit before tax to net cash flows: Depreciation and amortisation expense 423.57 Finance costs 198.26 Loss/ (profit) on sale of property, plant and equipment (4.22) Share - based payment to employees 6.39 Interest income (0.39) Net 1ain on sale of current investments (2.94) Unrealised exchange (gain}/ loss 1.30 Expense/ {income) on financial assets/ liablllties that is designated as at fair value through profit or loss (12.18) Provision for doubtful debts, deposits and advances 0.62 Bad debts written cff

Operating profit before workin1 capital changes 681.38

Changes in working capita!: (Increase)/ decrease In trade and other receivables (280.17) (Increase)/ decrease In inventories (420.15) (Increase)/ decrease in other assets (89.57) Increase/ (decrease) In trade and other payables 321.78 Increase/ (decrease) in provisions 0.65 Increase/ (decrease) In other liabilities 119.45 cash eenerated from operations 333.37

Direct tale paid (14.411 Net cash flow from operatlns activities 318.96

cash flows from investing activities Purchase of property, plant and equipment, intangible assets and capital advance (146.18) Consideration paid for acquisition of subsidiaries (159.30) Purchase of current investments (4,426.75) Inter-corporate deposits to subsidiaries (5.01) Proceeds from sale of property, plant and equipment and intangible assets 1.01 Proceeds from sale/ maturity of current investments 4,399.67 Repayment of Inter-corporate deposits by subsidiaries 2.00 Interest income 0.39 Net cash flow used fn Investing activities 1334.171

cash flows from financing activities Proceeds from issuance of equity share capital 1.01 Proceeds from non-current borrowings 500.00 Proceeds from current borrowin1s (rtetl 613.18 Repayment of non,urrent borrowincs (502.27) Repayment of lease liability (266.73) Interest paid 1273.581 Net cash flow from/ (used in) financing activities 71.&1

Net Increase/ (decrease) in cash and cash equivalents 56.40

cash and cash equivalents at the beginning of the period I 57.19

cash and cash equivalents at the end of the period 113.59

SIGNED FOR IDENTIFICATIONBV

Place : Mumbai Date : November 12, 2019

SR BC & CO LLPMUMBAI

September 30,2018

[Unaudited)

48.33

141.37 94.11

0.37 8.04

(0.41) (1.07) 4.52

0.35 9.47 0.22

305.30

(165.52) (437.34) (70.06) 555.80

1.90

4.15 194.23

(6.40) 187.83

(163.07)

(420.81)

1.22 421.88

0.41 1160.37)

0.91 300.00 117.61

(362.041

(78.531 /22.05)

5.41

72.56

77.97

Adltya 81rla Fashion and Retail Limited Registered Office: Piramal Agastya Corporate Park,Building 'A', 4th and 5th Floor,

Unit No. 401, 403, 501, 502,L.B.S. Road, Kuna, Mumbai• 400 070

ON: l18101MH2007PLC233901 E-mail: [email protected] Website: www.abfrl.com

).

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