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Company Information

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ADITYA BIRLA FASHION AND RETAIL LTD.

21 October 2025 | 12:00

Industry >> Retail - Apparel/Accessories

Select Another Company

ISIN No INE647O01011 BSE Code / NSE Code 535755 / ABFRL Book Value (Rs.) 55.82 Face Value 10.00
Bookclosure 01/07/2020 52Week High 336 EPS 0.00 P/E 0.00
Market Cap. 10209.65 Cr. 52Week Low 71 P/BV / Div Yield (%) 1.50 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

1. We have audited the accompanying standalone financial statements of Aditya Birla Fashion and
Retail Limited ("the Company”) which includes the financial statements of ABFRL Employee Welfare
Trust, which comprise the Standalone Balance Sheet as at March 31, 2025, and the Standalone
Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement
of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and
notes to the standalone financial statements, including material accounting policy information and
other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies
Act, 2013 ("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, 2025, and total comprehensive income (comprising of loss and other comprehensive income),
changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor’s
responsibilities for the audit of the standalone 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 standalone 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 opinion.

Emphasis of matter

4. We draw attention to Note 52 to the standalone financial statements regarding the Scheme of
Amalgamation (the ‘Merger Scheme’) of TCNS Clothing Co. Ltd with the Company, as approved by
the National Company Law Tribunal. The Company has accounted for the amalgamation as per the
accounting treatment specified in the Merger Scheme, with effect from September 26, 2023, which
is in accordance with Appendix C ‘Business combinations of entities under common control’ to Ind
AS 103 ‘Business Combinations’ and accordingly, the comparative financial information for the year
ended March 31, 2024, presented in the standalone financial statements have been restated.

Our conclusion is not modified in respect of this matter.

Key audit matters

5. Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the standalone financial statements of the current period. These matters were addressed
in the context of our audit of the standalone financial statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Impairment assessment of goodwill and

Our audit procedures included the following:

acquired brands

Understood and evaluated the design and

(Refer Note 5 to the standalone financial

tested operating effectiveness of Company’s

statements)

controls to assess impairment, on an annual
basis.

The Company has goodwill of ' 1,994.72 crores and

acquired brands amounting to ' 1,414.18 crores at

Evaluated whether the CGUs were determined

March 31, 2025.

and the goodwill and brands allocation was
performed in accordance with requirements of

Goodwill and brands were acquired through

Ind AS 36 and our knowledge of the Company’s

business combinations recorded in the prior
years and was allocated to Cash Generating Units

operations.

(CGUs) of the Company. In accordance with Ind AS

Evaluated the appropriateness of the approach

36, Impairment of Assets, goodwill acquired in a

selected by the management to determine the

business combination is required to be tested for

recoverable amount of the CGUs.

impairment annually.

Evaluated the objectivity, competency and
independence of the management expert

Management has performed impairment
assessment for each of the CGUs to which

engaged by the Company.

Evaluated the reasonableness of the cashflow

goodwill and related brands have been allocated

projections by testing the key management

by comparing the carrying amount of the assets

assumptions and estimates used in the

relating to the CGUs, including the goodwill and
brands, with the recoverable amount of the CGUs.

impairment analysis and assessed the
consistency of the cashflow projections with

Recoverable amount is the higher of value in use

the budgets approved by the Board of Directors.

and fair value less costs of disposal.

Evaluated the sensitivity analysis performed by

Impairment assessment requires significant

management on the growth rates and discount

management judgement and estimates such as

rates to determine whether reasonable changes

projected cash flows, discount rates, growth rates

in these key assumptions would result in the

over the projection period and terminal growth

carrying amounts of individual CGUs to exceed

rates. Given the judgement, subjectivity and

their recoverable amounts.

sensitivity of key parameters to the changes in

Involved auditor’s expert to assist in evaluating

economic conditions, the impairment assessment

the impairment assessment including certain

is considered to be a key audit matter.

assumptions used.

Evaluated the adequacy of the disclosures made
in the standalone financial statements.

Key audit matter

How our audit addressed the key audit matter

Impairment evaluation of Investments in
subsidiaries

(Refer Note 6(a) to the standalone financial
statements)

At March 31, 2025, the Company has investments
in the following subsidiaries namely:

Our audit procedures included the following:

• Understood and evaluated the design and
tested operating effectiveness of Company’s
controls to assess impairment of its investments
in subsidiaries.

• Evaluated the appropriateness of the approach
selected by the management to determine the
recoverable amount.

• Evaluated the objectivity, competency and
independence of the Management expert
engaged by the Company.

• Evaluated the reasonableness of the cashflow
projections by testing the key management
assumptions and estimates used in the
impairment analysis and assessed the
consistency of the cashflow projections with
the budgets approved by Board of Directors.

• Evaluated the sensitivity analysis performed
by the Management on the recoverable
amount and assessed whether any reasonably
foreseeable changes in key assumptions could
lead to impairment loss or material change in
valuation.

• Evaluated the Company’s process regarding
impairment assessment with the involvement
of auditor’s valuation experts to assist in
assessing the appropriateness of the impairment
model including independent assessment of
certain assumptions underlying the cash flow
projections, discount rate, terminal value etc.

• Obtained the audited Standalone Financial
Statements of the subsidiaries for the year
ended March 31, 2025 and evaluated their
financial performance.

• We have tested the methodology and
assumptions used by the management to
determine the fair value of the OCRPS.

• Evaluated the adequacy of the disclosures made
in the standalone financial statements.

Name of subsidiary

Amount
(' In
crores)

Jaypore E-Commerce Private
Limited(#)

390.61

Finesse International Design Private
Limited

97.77

Sabyasachi Calcutta LLP

440.84

Indivinity Clothing Retail Private
Limited(*)

490.89

House of Masaba Lifestyle Private
Limited

107.09

Aditya Birla Digital Fashion Ventures
Limited(^)

792.25

Goodview Fashion Private Limited

194.60

(#) including inter corporate deposit of ' 60.85 crores.
(*) including inter corporate deposit of ' 151.14 crores.

(a) including investment of ' 292.25 crores in Optionally
Convertible Redeemable Preference Shares (OCRPS).

The Company evaluates the recoverability of
the carrying values of these investments in
accordance with Ind AS 36 ‘Impairment of
Assets’. Impairment assessment is performed
and recoverable amounts of the investments
are determined if indicators of impairment are
identified. Management periodically determines
the fair value of its investments in subsidiaries
which are carried at fair value through profit and
loss as per Ind AS 109, ‘Financial Instruments’.
Management has considered losses suffered by
these subsidiaries as an indicator for impairment
assessment.

Management has therefore performed impairment
assessment by determining the recoverable
amount of the investments in these subsidiaries
using the value in use method and comparing
the same with the carrying value. Where the
carrying value exceeds the recoverable amount,
an impairment loss is recognized.

Key audit matter

How our audit addressed the key audit matter

Determination of value in use involves use of
projected cash flows based on financial budgets
approved by the Board of Directors. Management
has involved external experts to determine the
recoverable amounts.

Impairment evaluation of investment in subsidiaries
is considered as a key audit matter as it requires
significant managementjudgement and estimates
in addition to consideration of economic and
entity specific factors in determination of the
recoverable value used in impairment assessment
such as projected cash flows, discount rates, growth
rates over the projection period and terminal
growth rates which are subject to management
judgement and subjectivity and might be affected
by changes in economic conditions.

Accounting for demerger of Madura Fashion
and Lifestyle Business division

(Refer Note 2.4(i) and Note 51 to the standalone
financial statements)

During the year, the Company received all requisite
regulatory approvals in respect of the Scheme of
Arrangement (the "Demerger Scheme”) for transfer
of its Madura Fashion and Lifestyle business (‘MFL
division’) to Aditya Birla Lifestyle Brands Limited
(the "Resulting Company”).

Consequent to the approval received from the
National Company Law Tribunal on March 27, 2025,
the assets and liabilities relating to MFL division
have been transferred to the Resulting Company
at book values as on that date.

This has been considered as a key audit matter in
view of the complexities involved in the Demerger
Scheme, risk of accuracy and completeness of
assets and liabilities transferred to the Resulting
Company, and MFL division income and expense
disclosed as discontinued operations under Ind
AS 105, ‘Non-current Assets Held for Sale and
Discontinued Operations’.

Our audit procedures included:

• Understood and evaluated the design and
tested the operating effectiveness of the internal
financial controls for accounting for the impact of
the Demerger Scheme and related disclosures.

• Understood and evaluated the terms of the
demerger as specified in the Demerger Scheme
related to the accounting treatment.

• Read the Demerger Scheme and related
agreements executed between the Company
and the Resulting Company for identification
of the assets and liabilities transferred at book
values and evaluated the accounting for non¬
routine transactions, estimates and judgements
in respect of such assets and liabilities, and
income and expenses presented as discontinued
operations.

• Understood and evaluated the management’s
basis for identifying the assets and liabilities
related to the MFL division.

• Verified the approvals received from the
regulatory authorities and assessed the
Company’s compliance with the conditions
specified in these approvals.

• Verified the underlying agreements to assess the
appropriateness of costs related to demerger
recognised by the Company.

• Assessed the adequacy of the disclosures made
in standalone financial statements.

Key audit matter

How our audit addressed the key audit matter

Provision for Inventory obsolescence

Our audit procedures included the following:

(Refer Notes 2.4(d) and 12 to the standalone

Understood and evaluated the design and

financial statements)

tested the operating effectiveness of Company’s

The Company held inventories of ' 1,776.24 crores

controls to assess the adequacy of provision for

at March 31, 2025. In accordance with Ind AS 2,

inventory obsolescence.

Inventories, inventories are carried at lower of cost

Evaluated the methodology used by the

or net realizable value.

management to determine the provision

The Company operates in a fast changing fashion

for inventory obsolescence and determined

market where there is a risk of inventory falling

whether the method is consistent with that

out of fashion and proving difficult to be sold

applied in the prior year.

above cost. Management has a policy to recognize

Assessed whether the changes in the

provisions for inventory considering assessment of

methodology (if any) are reasonable and

future trends and the Company’s past experience

consistent with our understanding of the

related to its ability to liquidate the aged inventory.

changes in the business.

The provision for inventory obsolescence has been

Tested the ageing report including assessing its

considered as a key audit matter, as determination

completeness and the underlying management

of provision for inventory involves significant

judgements and estimates made. Further,

management judgment and estimates.

assessed on a sample basis whether the
calculation of provision for obsolescence is in
accordance with Company’s policy.

Verified appropriate approvals for specific
obsolescence provisions and assessed their
reasonableness on a sample basis.

Evaluated the adequacy of the disclosures made
in the standalone financial statements.

Key audit matter

How our audit addressed the key audit matter

Provisions for discount and sales returns

Our audit procedures included the following:

(Refer Note 2.4(e) to the standalone financial

Understood and evaluated the design and

statements)

tested the operating effectiveness of Company’s

The Company has recognised provisions for

controls to assess the adequacy of provision for

unsettled discounts and sales returns amounting

discounts and sales returns.

to ' 6.60 crores and ' 59.21 crores, respectively, at

Evaluated the periodic account reconciliations

March 31, 2025. (excluding provisions for discounts

prepared by the management during the year.

and sales returns relating to MFL division,

Evaluated the management estimates and

amounting to ' 289.84 crores and ' 499.11 crores,

judgements in determining the provision

respectively)

for discounts and sales returns and assessed

Revenue from contracts with customers is

whether the same is consistent with the prior

recognised when the entity satisfies a performance

year.

obligation by transferring control of promised

Evaluated the contract terms for a sample of

goods to a customer.

customer contracts to assess the reasonableness

Recognition of revenue requires determination

of the provision for discounts and returns and

of the net selling price after considering variable

determine whether the same is in line with

consideration including forecast of sales returns

terms of the contract.

and discounts.

Verified credits notes issued to customers on a

The estimate of sales returns and discounts

sample basis and assessed the validity of claims

depends on contract terms, forecasts of sales

with the underlying documents and appropriate

volumes and past history of quantum of returns.

approvals.

The expected returns and discounts that have not

Evaluated the adequacy of the disclosures made

yet been settled with the customers are estimated

in the standalone financial statements.

and accrued.

Determination of provisions for discounts and

sales returns is determined as a key audit matter

as it involves significant management judgement

and estimation.

Other Information

6. The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial
statements and our auditor’s report thereon. The annual report is expected to be made available
to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged with governance and take appropriate
action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with governance for the standalone financial

statements

7. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards specified under Section 133 of the Act. 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 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 standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, Board of Directors 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 Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s responsibilities for the audit of the standalone financial statements

10. Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.

11. As part of an audit in accordance with SAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient 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.

b) 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 with reference to standalone financial statements in place and the operating
effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management.

d) 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 standalone 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.

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

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period 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.

Report on other legal and regulatory requirements

15. As required by the Companies (Auditor’s Report) Order, 2020 ("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
B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

(b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books, except for the matters stated in
paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended). Further, in the absence of sufficient appropriate audit evidence, we
are unable to verify whether the backup of certain papers maintained in electronic mode has
been maintained on a daily basis on servers physically located in India during the year.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of Changes in Equity and the Standalone
Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors and taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being
appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference
is made to our remarks in paragraph 16(b) above on reporting under Section 143(3)(b) and
paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A”.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to

the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements. (Refer Note 45 to the standalone financial statements)

ii. The Company was not required to recognise a provision as at March 31, 2025 under the
applicable law or Indian Accounting Standards, as it does not have any material foreseeable
losses on long-term contracts. The Company has made provision as required under the
accounting standards for material foreseeable losses, if any, on derivative contracts as at
March 31, 2025.

iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year ended March 31, 2025.

iv. (a) The management has represented that, to the best of its knowledge and belief, as

disclosed in Note 56(vii) to the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries (Refer Note 56(vii) to the standalone
financial statements);

(b) The management has represented that, to the best of its knowledge and belief, as
disclosed in the Note 56(vii) to the standalone financial statements, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities
("Funding Parties”), with the understanding, whether recorded in writing or otherwise,
that the Company shall, whether directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries (Refer Note 56(vii) to the standalone financial statements);
and

(c) Based on such audit procedures that we considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account, which has the feature of recording audit trail
(edit log) facility, and that have operated throughout the year for all relevant transactions
recorded in the software, except for modifications, if any, made by certain users with specific
access at the application level and for direct database changes. During the course of
performing our procedures, we did not notice any instance of the audit trail feature being
tampered with, except for the aforesaid instances of audit trail not maintained where the
question of our commenting on whether the audit trail feature has been tampered with
does not arise. Further, the audit trail, to the extent maintained in the prior year, has been
preserved by the Company, as per the statutory requirements for record retention.

In respect of accounting software maintained by third party service providers, due to
absence of or insufficient information in the service auditors’ report related to audit trail,
we are unable to comment whether the audit trail feature of the aforesaid software were
enabled and operated throughout the year for all relevant transactions recorded in the
software or whether there were any instances of the audit trail feature been tampered

with. Further, the audit trail was not maintained in the prior year and hence the question
of our commenting on whether the audit trail was preserved by the Company as per the
statutory requirements for record retention does not arise.

17. The Company has paid/ provided for managerial remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

A. J. Shaikh

Partner

Membership Number: 203637
UDIN: 25203637BMKSJM2599

Place: Mumbai
Date: May 23, 2025