1. Financial Performance and Analysis
Particulars |
Standalone |
|
Consolidated |
|
|
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
Continuing Operations |
|
|
|
|
| Revenue from Operations |
5,906 |
5,609 |
8,177 |
7,355 |
| EBITDA (1) |
945 |
958 |
967 |
854 |
| Finance Costs |
334 |
447 |
516 |
567 |
| Depreciation |
1,041 |
924 |
1,339 |
1,166 |
| Profit/ (Loss) Before Tax (1) |
(429) |
(413) |
(888) |
(880) |
| Current Tax |
- |
- |
41 |
33 |
| Deferred Tax Charge/(Credit) |
(108) |
(109) |
(139) |
(127) |
| Net Profit/ (Loss) After Tax (1) |
(322) |
(304) |
(790) |
(785) |
STANDALONE PERFORMANCE
Particulars |
As at |
As at |
|
March 31, 2026 |
March 31, 2025 |
| Net Working Capital (2) (A) |
2,420 |
2,925 |
| Net Fixed Assets (including Capital work-in-progress) (B) |
2,190 |
2,170 |
| Deferred Tax Asset (C) |
208 |
104 |
| Capital Employed (D = A + B + C) |
4,818 |
5,199 |
| Investments (3) (E) |
2,399 |
2,327 |
| Right-of-use assets (F) |
2,674 |
2,175 |
| Goodwill (4) (G) |
1,995 |
1,995 |
| Total Capital Employed (H = D + E + F + G) |
11,886 |
11,695 |
| Net Worth |
7,970 |
8,298 |
| Debt |
748 |
758 |
| Lease Liability |
3,168 |
2,639 |
Notes:
(1) Includes other income of Rs. 216 Crore (Previous year: Rs. 198 Crore)
in standalone Financial Statements and Rs. 310 Crore (Previous year: Rs. 196
Crore) in consolidated Financial Statements and excludes exceptional items in both.
(2) Net working Capital
Particulars |
As at |
As at |
|
March 31, 2026 |
March 31, 2025 |
| Inventory |
1,932 |
1,776 |
| Trade Receivables |
167 |
148 |
| Cash and Bank Balances |
48 |
734 |
| Other Assets |
3,093 |
2,853 |
| Less: Trade Payables |
1,849 |
1,729 |
| Less: Supplier's Credit |
132 |
110 |
| Less: Other Liabilities |
839 |
747 |
Net Working Capital |
2,420 |
2,925 |
(3) Investments includes Rs. 2,367 Crore towards investments in Subsidiaries and
Joint Venture (Previous year: Rs. 2,302 Crore).
(4) As on March 31, 2026, goodwill (after testing for impairment in accordance with the
Ind AS - 36 issued by the Institute of Chartered Accountants of India) stands at Rs. 1,995
Crore.
Revenue
During the financial year, your Company reported revenue of Rs. 5,906 Crore (previous
year Rs. 5,609 Crore), recording a growth of 5% over the previous year.
Earnings Before Interest, Tax, Depreciation and Amortization ("EBITDA")
The EBITDA of the Company is Rs. 945 Crore (previous year Rs. 958 Crore). The EBITDA
margin for the Company has slightly decreased from 17.08% to 16.01% during the year.
Finance cost
The average borrowing cost for the Company decreased to 7.49 % as compared to 7.55% in
the previous year. The finance cost of the Company is Rs. 334 Crore (previous year Rs. 447
Crore), significant decline on account of repayment of borrowing towards end of the
previous year leading to reduction in weighted average borrowings for the year under
review.
Dividend
In view of accumulated losses, your directors have not recommended payment of any
dividend for the year under review.
Borrowings
Borrowings have decreased from Rs. 758 Crore in the previous year to Rs. 748 Crore. The
Company has raised Rs. 258 Crore through fresh borrowings and has repaid borrowings of Rs.
268 Crore during the year.
Credit Ratings
The details of credit rating as on March 31, 2026 are disclosed in the 'General
Shareholder Information' forming part of this Integrated Annual Report.
Non-Convertible Debentures ("NCDs")
The details of outstanding NCDs as on March 31, 2026 are disclosed in the 'General
Shareholder Information' forming part of this Integrated Annual Report.
There was no issuance or redemption of NCDs during the year.
Standalone Key financial ratios
Particulars |
As at |
As at |
|
March 31, 2026 |
March 31, 2025 |
| Debtors Turnover Ratio (times) |
37.50 |
22.63 |
| Inventory Turnover Ratio (times) |
3.19 |
4.62 |
| Interest Coverage Ratio (times) |
-5.42 |
0.51 |
| Current Ratio (times) |
1.89 |
2.19 |
| Debt Equity Ratio (times) |
NA* |
NA* |
| EBITDA Margin (%) |
16.01 |
17.08 |
| Operating Profit Margin (%) |
-2.12 |
4.90 |
| Net Profit Margin (%) |
-5.95 |
-0.96 |
| Return on Net Worth |
-4.32 |
-1.83 |
| Return on Average Capital Employed (%) |
-0.81 |
5.80 |
*Compaby has excess liquid Investment and cash over its debt.
Note: For the purpose of calculating ratios for the periods upto March 31, 2025,
all relevant amounts pertaining to continuing and discontinued operations have been
considered.
Details of significant changes (i.e., change of 25% or more as compared to the
immediate previous financial year) in the key financial ratios:
There is a change of 25% or more in Debtors turnover, Inventory turnover, Interest
Coverage ratio, Operating margin, Net Profit margin, Return on Net Worth and Return on
Average Capital Employed as compared to the immediate previous financial year.
The detailed explanation for change of 25% or more as compared to the immediately
previous financial year in the key financial ratios is as stated in Note no. 53 of the
Standalone Financial Statements.
CONSOLIDATED PERFORMANCE
At consolidated level, your Company reported a revenue of Rs. 8,177 Crore (previous
year Rs. 7,355 Crore) and EBITDA of
Rs. 967 Crore with EBITDA margin at 11.82% (previous year Rs. 854 Crore with EBITDA
margin at 11.62%).
2. SHARE CAPITAL
Equity share capital |
Rs. in Crore |
At the beginning of the year, i.e., as on April 1, 2025 |
1,220.26 |
Changes during the year: |
|
| Increase during the year on account of ESOP allotment |
0.28 |
At the end of the year, i.e., as on March 31, 2026 |
1,220.54 |
Preference share capital* |
Rs. in Crore |
At the beginning of the year, i.e., as on April 1, 2025 |
1.11 |
Change during the year: |
|
Pursuant to the Scheme of Arrangement among Company and
Aditya Birla Lifestyle Brands Limited ("Resulting |
(0.56) |
Company/ABLBL") and their respective shareholders and
creditors under Sections 230 to 232 of the Companies Act, |
|
2013 ("Scheme"). In terms of Clause 4.2.16 of
the Scheme, 5,55,000 Non-Cumulative Non-Convertible Redeemable |
|
Preference Shares ("NCNCRPS") stood cancelled in
the Company upon the Scheme becoming effective, with an equivalent number of NCNCRPS being
issued by ABLBL on identical terms and conditions. The reduction was effected as part of
the Scheme and did not involve any payout or redemption of preference shares. At the
end of the year, i.e., as on March 31, 2026 |
0.56 |
*Redemption date March 27, 2029
. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Director retire by rotation
In accordance with the provisions of the Companies Act, 2013 ("Act") and the
Articles of Association of the Company, Mr. Aryaman Vikram Birla (DIN:08456879) is due to
retire by rotation at the ensuing 19th Annual General Meeting ("AGM")
and being eligible, has offered himself for re-appointment.
Resolution seeking his re-appointment alongwith his profile as required under
Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standard on General Meetings ("SS -2") issued by The Institute of
Company Secretaries of India ("ICSI"), forms part of the Notice of the Annual
General Meeting.
b) Re-appointment of Directors
During the year under review Board of Directors have re-appointed the following
Directors:
Name of Director |
Tenure |
Designation |
Mr. Arun Kumar Adhikari (DIN: 00591057) |
w.e.f. May 19, 2026 until January 19, 2029 |
|
Ms. Preeti Vyas (DIN: 02352395) |
w.e.f. March 31, 2026 until March 30, 2031 |
Re-appointed as |
Mr. Yogesh Chaudhary (DIN: 01040036) |
w.e.f. March 17, 2026 until March 16, 2031 |
Independent Director |
Mr. Nish Bhutani (DIN 03035271) |
w.e.f. June 5, 2025 until June 4, 2030 |
|
c) Cessation of Directors
Name of Director |
Effective Date |
Cessation |
Mr. Vishak Kumar (DIN: 09078653) |
May 1, 2025 |
Consequent to effectiveness of the scheme of arrangement between the
Company and Aditya Birla Lifestyle Brands Limited ("ABLBL"), Mr. Vishak Kumar,
Whole-time Director ("WTD") who was an employee of the Company has been
transferred to ABLBL and accordingly, his position as WTD stands relinquished in the
Company from closure of business hours of April 30, 2025. |
Mr. Vikram Rao (DIN: 00017423) |
September 9, 2025 |
Ceased to be an Independent Director of the Company (In order to
pursue new opportunities and commitments within his vocational focus on business and
leadership coaching) |
Mr. Pankaj Sood (DIN: 05185378) |
April 2, 2026 |
Ceased to be the Non-Executive (Nominee) Director of the Company (Due
to increase in his professional responsibilities and commitments, requiring significantly
more time.) |
The Board placed on record its sincere appreciation for the valuable contribution and
services rendered by the Directors during their tenure with the Company.
d) Key Managerial Personnel
In accordance with the provisions of Section 203 of the Companies Act, 2013, following
are the Key Managerial Personnel of the Company:
Sr. No Name |
Designation |
| 1. Mr. Ashish Dikshit |
Managing Director |
| 2. Ms. Sangeeta Tanwani |
Whole-time Director |
| 3. Mr. Vishak Kumar |
Whole-time Director (up to April 30, 2025) |
| 4. Mr. Jagdish Bajaj |
Chief Financial Officer |
| 5. Mr. Anil Malik |
Company Secretary and Compliance Officer (up to November 30, 2025) |
| 6. Mr. Rajeev Agrawal |
Company Secretary and Compliance Officer (appointed w.e.f. December 1,
2025) |
e) Nomination Policy and Executive Remuneration Policy/Philosophy
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations,
the Board of your Company, on recommendation of the Nomination and Remuneration Committee
("NRC"), had adopted a Nomination Policy, which inter alia enumerates the
Company's policy on appointment of directors, Key Managerial Personnel ("KMPs")
and senior management. Further, the Board, on recommendation of NRC, had also adopted a
policy entailing Executive Remuneration Philosophy, which covers remuneration philosophy
covering the directors, KMPs, senior management and other employees of the Company.
Both the aforesaid policies, as amended from time to time pursuant to the amendments in
the applicable regulatory provisions, are available on the website of the Company i.e.
https://www.abfrl.com/corporate-governance/policies/ Salient features of the aforesaid
policies are as under:
Nomination Policy
The Nomination Policy is enacted mainly to deal with the following matters, falling
within the scope of the NRC to:
institute processes which enable the identification of individuals who are qualified to
become Directors and who may be appointed as KMPs and/or in senior management and
recommend to the Board of Directors their appointment and removal from time to time;
devise a policy on board diversity;
Rs. review and implement the succession and development plans for managing director,
executive directors and officers forming part of senior management;
formulate the criteria for determining qualifications, positive attributes and
independence of directors;
establish evaluation criteria of Board, its committees and each director and
recommend the Board, all remuneration, in whatever form, payable to senior management.
Executive Remuneration Policy/Philosophy
This Policy supports the design of programmes that align executive rewards - including
incentive programmes, retirement benefit programmes, promotion and advancement
opportunities - with the long-term success of the Stakeholders of the Company.
The executive remuneration program of the Company is designed to attract, retain, and
reward talented executives who will contribute to our long-term success and thereby build
value for our shareholders and intends to:
provide for monetary and non-monetary remuneration elements to our executives on a
holistic basis and
emphasize "Pay for Performance" by aligning incentives with business
strategies to reward executives who achieve or exceed Group, business and individual
goals.
f) Annual Evaluation
The Board undertook an annual evaluation of its own performance, the performance of
individual Directors, and the effectiveness of its Committees in compliance with Act and
SEBI Listing Regulations and the Nomination Policy of the Company, as amended from time to
time. The evaluation of Non-Independent Directors and the Board as a whole was carried out
by the Independent Directors. Furthermore, the performance of the Chairman of the Board is
assessed, taking into account the views expressed by the Executive Directors,
Non-Executive Directors, and Independent Directors.
The evaluation process consisted of:
Board as a whole |
The function of the Board as a whole is evaluated by all the Board
Members including its experience, qualification, its structure, effectiveness, strategic
guidance to management, long term interest, sustainability strategy and vision etc. |
Individual Directors |
The evaluation of Individual Director is done by Board members,
excluding the Director who is being evaluated including the individual investing his/her
time invested in Company, contribution, attendance, decision making, action-orientation,
external knowledge etc. |
Chairman |
The evaluation of Chairman of the Company is done by Board members
considering his invaluable leadership role and encouragement to Board members. |
Committees |
The evaluation of Committee is done by Board members considering their
mandate, composition, decision- making support and contribution to the Board's functioning
etc. |
The Board at its meeting discussed the performance of the Board, as a whole, its
Committees, Chairman and Individual Directors. The Board expressed satisfaction on the
overall functioning of the Board and its Committees. The Board was also satisfied with the
contribution of the Directors, in their respective capacities, which reflected the overall
engagement of the Individual Directors.
Further, pursuant to the applicable provisions of the Act, the performance evaluation
criteria for the Independent Directors is provided under the Corporate Governance Report
forming part of this Integrated Annual Report.
g) Independent Director
The Company has received necessary declaration from each Independent Director of the
Company stating that: (i) they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations ("said
declarations").
(ii) they have registered their names in the Independent Directors' Databank.
Based on the said declarations received from the Directors, the Board confirms, that
the Independent Directors fulfill the conditions as specified under Schedule V of the SEBI
Listing Regulations and are independent of the management.
h) Number of Board meetings
The Board met 5 (Five) times during the year under review. The details of such meetings
are provided separately in the 'Corporate Governance Report' forming part of this
Integrated Annual Report.
i) Committees of the Board
The Board has constituted five Statutory Committees, viz. Audit Committee, Corporate
Social Responsibility
Committee, Risk Management and Sustainability Committee, Nomination and Remuneration
Committee and Stakeholders' Relationship Committee and is authorised to constitute other
functional Committees, from time to time, depending on business needs.
Details of all the Statutory Committees, along with their charters, composition and
meetings held during the year, are provided separately in the Corporate Governance Report
forming part of this Integrated Annual Report.
4. STRATEGIC INITIATIVES AND SIGNIFICANT DEVELOPMENT
Demerger of Madura Fashion & Lifestyle Business ("MFL Business")
The Board of Directors of the Company at its meeting held on April 19, 2024, subject to
the necessary approvals, considered and approved demerger of Madura Lifestyle Fashion
Business ("MFL Business") under a Scheme of Arrangement amongst the Company and
Aditya Birla Lifestyle Brands Limited ("Resulting Company"), wholly owned
subsidiary of the Company and their respective shareholders and creditors ("Demerger
Scheme").The Demerger Scheme was sanctioned by the Hon'ble National Company Law
Tribunal, Mumbai Bench (Hon'ble NCLT) on March 27, 2025. The Company received the
certified true copy of the order on April 22, 2025. Consequent upon filing of the
certified copies of Hon'ble NCLT orders by the Company and the Resulting Company with the
respective jurisdictional Registrar of Companies on April 23, 2025, the Scheme has become
effective from May 1, 2025. Upon the Scheme becoming effective, the MFL Business was
transferred to the Resulting Company on a going concern basis.
Amalgamation of Jaypore E-Commerce Private Limited & TG Apparel & D?cor
Private Limited with the Company
The Board of Directors of the Company at its meeting held on February 5, 2026 approved
the amalgamation of Jaypore E-Commerce Private Limited and TG Apparel & Decor Private
Limited, wholly owned subsidiaries of the Company ("Transferor Companies"), with
the Company. The said amalgamation is subject to the necessary statutory and regulatory
approvals under applicable laws, including the approval of the Hon'ble National Company
Law Tribunal, Mumbai Bench ("Hon'ble NCLT"). The Company and the Transferor
Companies filed a Joint Company Application with the Hon'ble NCLT on February 25, 2026,
and received the order on April 6, 2026. Post completion of the directions of the Hon'ble
NCLT order, the Company and the Transferor Companies filed a joint petition with the
Hon'ble Hon'ble NCLT on April 16, 2026.
5. PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT AND PREFERENTIAL ISSUE
The details of utilization of funds as on March 31, 2026, raised through Qualified
Institutional Placement and Preferenial
Issue is mentioned hereunder:
|
|
|
Rs. in Crore |
Mode |
Object |
Amount allocated |
Amount utilized |
Qualified Institutional |
Prepayment and / or repayment, in full or in part, of all or a portion
of certain of the outstanding borrowings (including interest thereon) availed for the |
1,400.00 |
1,400.00 |
Placement |
Remaining Business of our Company General corporate purposes |
428.66 |
428.66 |
Preferential Issue |
Prepayment or repayment, in full or part, of all or a portion of
certain of the outstanding borrowings availed by Demerged ABFRL as per their repayment
schedule. |
1,185.00 |
1,015.42 |
|
Investment towards capex and opex across high growth businesses within
proposed Demerged ABFRL in business segments of Value Retail (Pantaloons & Style Up),
Ethnic (designer led & premium ethnic wear brands) and luxury retail (The Collective
& Galeries Lafayette) |
600.00 |
203.58 |
|
General corporate purposes |
593.75 |
593.75 |
During the year under review, there has been no deviation in the use of proceeds of the
Qualified Institutional Placement
& Preferential Issue ("aforesaid Issues") from the objects stated in the
respective Offer documents as per Regulation 32 of SEBI Listing Regulations. The Company
has been disclosing on a quarterly basis to the Audit Committee, the uses/ application of
proceeds/funds raised from the aforesaid Issues and also filed with the Stock Exchanges on
a quarterly basis, as applicable.
6. REMUNERATION OF DIRECTORS AND EMPLOYEES
Disclosure comprising particulars with respect to the remuneration of Directors and
employees, as required to be disclosed in terms of the provisions of Section 197(12) of
the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure I to this Report.
The Executive Remuneration Policy/Philosophy of the Company, as formulated by the NRC
of the Board is available on the Company's website at
https://www.abfrl.com/wp-content/uploads/2023/10/7.-EXECUTIVE-REMUNERATION-POLICY-.pdf.
The statement containing the particulars of top ten employees and particulars of
employees as required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, forms part
of this Report.
Further, the Report and Accounts are being sent to the Members excluding the aforesaid
annexure. In terms of the second proviso to Section 136(1) of the Act, any Member
interested in obtaining the copy of the same may write to the Company Secretary &
Compliance Officer at secretarial@abfrl.adityabirla.com.
7. EMPLOYEE STOCK OPTION SCHEME (ESOS), RESTRICTED STOCK UNITS (RSU),
PERFORMANCE STOCK UNITS (PSU) AND STOCK APPRECIATION RIGHTS (SAR) ESOS, RSUs & PSUs
Your Company regards employee stock options as instruments that would enable the
employees to share the value they create for the Company in the years to come.
Accordingly, in terms of the provisions of applicable laws and pursuant to the approval of
the Board and the members of the Company, the Nomination and Remuneration Committee
("NRC") has duly implemented the: a. Aditya Birla Fashion and Retail Limited
Employee Stock Option Scheme 2017 ("Scheme 2017") b. Aditya Birla Fashion and
Retail Limited Employee Stock Option Scheme 2019 ("Scheme 2019") c. Aditya Birla
Fashion and Retail Limited -TCNS Division Employee Stock Option Scheme 2024 ("Scheme
2024") d. Aditya Birla Fashion and Retail Limited - Employee Stock Option and
Performance Stock Unit Scheme 2025 ("Scheme 2025") to grant the stock options,
in the form of Options, Restricted Stock Units ("RSUs"), and Performance Stock
Unit ("PSUs") to the employees of the Company.
All the Schemes of the Company i.e. Scheme 2017, Scheme 2019 , Scheme 2024 and Scheme
2025 are governed by the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations")
and in terms of the approvals granted by the shareholders of the Company, the NRC inter
alia administers, implements and monitors the aforesaid schemes, thereby governing the
grant of share based benefits to its employees, in the form of employee stock options.
The details of Stock Options, RSUs and PSUs granted pursuant to schemes and the other
disclosures in compliance with the provisions of the SEBI SBEB Regulations, are available
on Company's website at https://www.abfrl.com/
A certificate from the Secretarial Auditor of the Company, confirming that the
aforesaid schemes have been implemented in accordance with the SEBI SBEB & SE
Regulations and will be open for inspection at the ensuing 19th Annual General
Meeting.
SAR
Y our Company has instituted Aditya Birla Fashion and Retail Limited Stock Appreciation
Rights Scheme 2019 ("SAR
Scheme 2019") in the year 2019 and Aditya Birla Fashion and Retail Limited Stock
Appreciation Rights Scheme 2024 ("SAR Scheme 2024") in the year 2024.
T he SAR Scheme 2019 and SAR Scheme 2024, do not give rise to any right towards any
equity share of the Company and hence, they are not covered under the provisions of SEBI
SBEB & SE Regulations. On exercise of the SARs granted under the said plan/scheme, the
employee exercising the SARs becomes entitled to receive cash, in terms of the SAR Scheme
2019 and SAR Scheme 2024.
8. D IRECTORS' RESPONSIBILITY STATEMENT
T he audited financial statements of your Company for the year under review
("financial statements") are in conformity with the requirements of the
Companies Act, 2013 read with the rules made thereunder ("Act") and the Indian
Accounting Standards. The financial statements reflect the form and substance of
transactions carried out during the year under review and present your Company's financial
condition and results of operations, fairly and reasonably.
Y our directors confirm that: a in the preparation of the annual accounts, the
applicable accounting standards have been followed along with) proper explanation relating
to material departures, if any; b accounting policies selected have been applied
consistently and reasonable & prudent judgments and estimates) were made, so as to
give a true and fair view of the state of affairs of your Company as at the end of the
year under review and the loss of your Company for the year under review; c proper and
sufficient care has been taken for the maintenance of adequate accounting records in
accordance with) the provisions of the Act, for safeguarding the assets of your Company
and for preventing and detecting fraud and other irregularities; d the annual accounts of
your Company have been prepared on a 'going concern' basis; ) e adequate internal
financial controls were laid down & followed by your Company and such internal
financial controls) were operating effectively and f proper systems have been devised by
your Company to ensure compliance with the provisions of all applicable) laws and such
systems were adequate and operating effectively
9. A UDITORS AND AUDITOR REPORTS
S tatutory Auditor
? P rice Waterhouse & Co Chartered Accountants LLP (FRN: 304026E/E-300009)
("PW & Co."), was appointed as the Statutory Auditors of the Company at the
14th Annual General Meeting ("AGM"), for a term of 5 (five)
consecutive years, till the conclusion of the 19th AGM.
? T he Board of Directors based on the recommendation of the Audit Committee, at its
meeting held on May 25, 2026 , has approved and recommended to the Shareholders at the
ensuing 19th AGM of the Company, re-appointment of PW & Co. as the
Statutory Auditors of the Company for a second term of 5 (five) consecutive years, to hold
office until the conclusion of the 24th AGM.
? P W & Co. has provided its eligibility certificate dated May 23, 2026 to act as
the Statutory Auditors of the Company.
? F urther, the Auditors' Report "with an unmodified opinion", given by the
Statutory Auditors on the financial statements of the Company for financial year 2025-26,
forms part of this Integrated Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Statutory Auditors in their Report for the year
under review.
? T he notes to the financial statements are self-explanatory and do not call for any
further comments.
Secretarial Auditor
? M /s BNP & Associates, Company Secretaries (Firm registration no:
P2014MH037400), was appointed as Secretarial Auditor of the Company at 18th
Annual General Meeting ("AGM"), for a term of 5 (five) consecutive years, till
the conclusion of the 23rd AGM to be held in the year 2029.
? T he Secretarial Audit Report for Financial year 2025-26 given by M/s BNP &
Associates, Secretarial Auditor of the Company is annexed as Annexure II to this
Report. There has been no qualification, reservation, adverse remark or disclaimer given
by the Secretarial Auditor in their Report for the year under review.
Cost Auditor
? D uring the year under review, your Company was not required to maintain cost
records under Section 148(1) of the Act. Hence, the provisions related to appointment of
Cost Auditor is not applicable on the Company.
10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE COMPANIES ACT, 2013
E xcept for one instance of fraud reported by the Statutory Auditors to the Central
Government under Section 143(12) of the Companies Act, 2013, no other instances of fraud
were reported by the Statutory Auditors.
11. A CCOUNTING TREATMENT
T he Accounting Treatment is in line with the applicable Indian Accounting Standards
(Ind-AS) recommended by The
Institute of Chartered Accountants of India ("ICAI") and prescribed by the
Central Government, as may be amended from time to time.
12. S UBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES
D uring the year under review, Goodview Fashion Private Limited, a subsidiary of the
Company, approved the incorporation of its wholly owned subsidiary namely Tarun Tahiliani
Fashions Trading L.L.C S.O.C, Dubai on September 26, 2025.
P ursuant to the provisions of Section 129(3) of the Act, read with the Companies
(Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement
containing the salient features of financial statements of your Company's subsidiaries and
associate in Form No. AOC-1 is annexed as Annexure III to this Report.
I n accordance with the provisions of Section 136 of the Act and the amendments thereto
and the SEBI Listing Regulations, the audited financial statements, including the
consolidated financial statements and related information of the Company and financial
statements of your Company's subsidiaries, joint ventures/associate companies have been
placed on the website of your Company viz.
https://www.abfrl.com/investors/annual-general-meeting/ Y our Company has formulated a
Policy for determining Material Subsidiaries. The said policy is available on the website
of the Company i.e.
https://www.abfrl.com/wp-content/uploads/2023/10/11.-POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-.pdf
H owever, the Company does not have any material subsidiary as defined under Regulation
16(1)(c) of the SEBI Listing
Regulations.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has put in place adequate Internal Control Systems that are commensurate
with the size of its operations.
Internal Control system comprise of policies and procedures are designed to ensure
sound management of your Company's operations, safekeeping of its assets, optimal
utilisation of resources, reliability of its financial information, and compliance.
14. RISK MANAGEMENT
Your Company has framed and implemented a Risk Management Policy in terms of the
provisions of Regulation 21 of the SEBI Listing Regulations, for the assessment and
minimization of risk, including identification therein of elements of risk, if any, which
may threaten the existence of the Company.
The policy is reviewed periodically by the Risk Management and Sustainability Committee
along with the key risks and related mitigation plans. More details on risks and threats
have been disclosed hereinabove, as part of the Management Discussion and Analysis.
Further, in view of the ever-increasing size and complexity of the business operations,
your Company is exposed to various risks emanating from frauds. Accordingly, the Board, on
recommendation of the Audit Committee, has adopted an Anti-Fraud Policy and a Whistle
Blower Policy, to put in place, a system for detecting and/or preventing and/or deterring
and/or controlling the occurrence of frauds.
15. RELATED PARTY TRANSACTIONS ("RPTs")
All RPTs entered into during the year under review were approved by the Audit
Committee, from time to time and the same are disclosed in the financial statements of
your Company for the year under review. Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a
Policy on RPTs and the said policy is available on the website of the Company at
https://www.abfrl.com/wp-content/
uploads/2023/10/9.-RELATED-PARTY-TRANSACTION-POLICY-.pdf.
Further, in terms of the provisions of Section 188(1) of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI
Listing Regulations, all contracts/arrangements/transactions entered into by the Company
with its related parties, during the year under review, were:
in "ordinary course of business" of the Company,
on "an arm's length basis" and
not "material".
All transactions with related parties are in accordance with the policy on RPTs
formulated by the Company.
Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of
the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of
RPTs, which are "not at arm's length basis" and also which are "material
and at arm's length basis", is not applicable and hence does not form part of this
Intergrated Annual Report.
16. VIGIL MECHANISM
The Board, on recommendation of its Audit Committee, has adopted a Vigil
Mechanism/Whistle Blower Policy and the details of which are provided in the 'Corporate
Governance Report' forming part of this Integrated Annual Report.
Adequate safeguards are provided against victimization to those who avail the mechanism
and direct access to the
Chairperson of the Audit Committee is provided to them. The details of establishment of
Vigil Mechanism are also available on the website of the Company at
https://www.abfrl.com/wp-content/uploads/2025/03/WHISTLE-BLOWER-POLICY. pdf.
17. ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form no. MGT-7 is
available on the website of the Company i.e., https://www.abfrl.
com/investors/annual-general-meeting/.
18. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards, i.e., SS-1 and SS-2
relating to 'Meetings of the Board of Directors' and 'General Meetings' issued by The
Institute of Company Secretaries of India ("ICSI") respectively, have been duly
followed by the Company.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company consciously makes all efforts to conserve energy across all its
operations. A report containing details with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgo, required to be disclosed in terms of
Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as
Annexure IV to this Report.
20. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Pursuant to the Section 135 of the Act and Companies (Corporate Social Responsibility
Policy) Rules, 2014, Company has constituted Corporate Social Responsibility Committee
with a vision "to actively contribute to the social and economic development of the
communities in which your Company operates and in doing so, build a better, sustainable
way of life for the weaker sections of society and raise the country's human development
index, Be a force for good". Company has adopted a CSR Policy which is available on
the website of the Company i.e. https://www.abfrl.com/wp-content/
uploads/2025/03/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf The scope of the CSR Policy is
as under: i. Planning Project or programmes which the Company plans to undertake falling
within the purview of Schedule VII of the Act and ii. Monitoring process of such project
or programmes.
The CSR Policy of the Company inter alia includes the process to be implemented with
respect to the identification of projects and philosophy of the Company, along with key
endeavours and goals i.e.
Education - to spark the desire for learning and knowledge;
Health care - to render quality health care facilities to people living in the
villages and elsewhere through our hospitals;
Sustainable livelihood - to provide livelihood in a locally appropriate and
environmentally sustainable manner;
Infrastructure development - to set up essential services that form the
foundation of sustainable development and
Social cause - to bring about the social change we advocate and support.
CSR initiatives taken during the year
Your Company's CSR activities are mainly focused towards Education, Health and
Sanitation, Water, Digitisation, Sustainable livelihood, Institutional Building and Social
Causes. An annual report on CSR activities of the Company for the financial year 2025-26
is annexed as Annexure V to this Report.
21. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the SEBI. The report on
Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this
Integrated Annual Report.
Your Company has duly complied with the Corporate Governance requirements as set out
under Chapter IV of the SEBI Listing Regulations and M/s. BNP & Associates, Company
Secretaries, vide their certificate dated May 25, 2026 have confirmed that the Company is
and has been compliant with the conditions stipulated in the Chapter IV of the SEBI
Listing Regulations. The said certificate is annexed as Annexure VI to this Report.
22. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the SEBI Listing Regulations, your Company has formulated
a Dividend Distribution Policy, with an objective to provide the dividend distribution
framework to the Stakeholders of the Company. The policy sets out various internal and
external factors, which shall be considered by the Board in determining the dividend
pay-out. The policy is available on the website of the Company at
https://www.abfrl.com/wp-content/uploads/2023/10/14.-DIVIDEND-DISTRIBUTION-POLICY-.pdf
23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
Your Company's sustainability initiatives are aligned with the Aditya Birla Group's
sustainability vision and Sustainable Business Framework. In accordance with our
sustainability vision and in terms of Regulation 34(2)(f) of the SEBI Listing Regulations,
a 'Business Responsibility and Sustainability Report' forms part of this Integrated Annual
Report.
The Company's BRSR includes our responses to questions about our practices and
performance on key principles defined by SEBI Listing Regulations as amended from time to
time, which cover topics across all ESG dimensions. Further SEBI vide its Master Circular
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, updated the format of BRSR
to incorporate BRSR core, a subset of BRSR indicating specific KPIs under nine principles
of business responsibility which are subject to mandatory reasonable assurance by an
independent assurance provider. In compliance with this requirement, the Company has
received a certificate from BSI Group India Private Limited as the assurance provider for
BRSR Core.
24. DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a policy on Prevention of Sexual Harassment at Workplace,
which is in line with requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The objective of
this policy is to provide an effective complaint redressal mechanism if there is an
occurrence of sexual harassment.
This policy is applicable to all employees, irrespective of their level and it also
includes 'Third Party Harassment' cases i.e. where sexual harassment is committed by any
person who is not an employee of the Company.
Your Company has also set up an Internal Complaints Committee at each of its
administrative office(s) which is duly constituted in compliance with the provisions of
the POSH Act. Further, the Company also conducts interactive sessions for all the
employees, to build awareness amongst employees about the policy and the provisions of
POSH Act. The details of complaints related to sexual harassment, during the financial
year 2025-26:
Sr. no. Particulars |
Pending as on March 31, 2025 |
Receivedduring the year |
Disposed off during the year |
Pending for more than 90 days |
Pending as on March 31, 2026 |
| 1 Employees (On roll) |
2 |
1 |
3 |
0 |
0 |
| 2 Others (O_ roll/3rd party) |
1 |
12 |
11 |
4 |
2 |
Total |
3 |
13 |
14 |
4 |
2 |
25. COMPLIANCE WITH MATERNITY BENEFIT
Your Company remains committed to supporting women employees by complying with the
Maternity Benefit Act, 1961 and Code on Social Security, 2020 by introducing initiatives
focused on their well-being, safety and career development. The Aditya Birla Group's
Maternity Support Program is designed to support the health, well-being and worklife
balance of women employees during and after pregnancy.
26. OTHER DISCLOSURES
In terms of the applicable provisions of the Act and SEBI Listing Regulations, your
Company additionally discloses that, during the year under review:
there was no change in the nature of business of your Company;
there was no revision in the financial statements.
it has not accepted any fixed deposits from the public falling under Section 73 of the
Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2026, there were no
deposits which were unpaid or unclaimed and due for repayment, hence, there has been no
default in repayment of deposits or payment of interest thereon;
it has not issued any shares with differential voting rights;
it has not issued any sweat equity shares;
no significant or material orders were passed by the regulators or courts or tribunals
which impact the going concern status operations of your Company in future;
it does not engage in commodity hedging activities;
it has not made application or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 and
it has not made any one-time settlement for the loans taken from the Banks or Financial
Institutions.
It is further disclosed that:
there is no plan to revise the statements or directors' report in respect of any
previous financial year.
particulars of the loans, guarantees and investments as required under Section 186 of
the Act are disclosed in the
financial statements of your Company for the year under review and
details pertaining to unclaimed shares demat suspense account of your Company are
disclosed in the 'Shareholders'
Information' forming part of this Integrated Annual Report.
27. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR, TO WHICH THE FINANCIAL STATEMENT
RELATES, AND THE DATE OF THE REPORT.
There have been no material changes and commitments that affect the financial position
of the Company which have occurred between the end of the financial year 2025-26 and the
date of this Report.
28. NATIONAL FINANCIAL REPORTING AUTHORITY
The Board noted the guidance issued by the National Financial Reporting Authority
("NFRA") vide its Circular dated January 7, 2026 ("said Circular"), on
effective communication between Statutory Auditors and Those Charged with Governance
("TCWG"), including the Audit Committee. Pursuant to the said Circular, the
Board has approved Guidance Note on framework for communication between TCWG and Statutory
Auditors of the Company.
For the purpose of implementing the framework, the Board has designated the following
as TCWG: a. All Members of the Audit Committee, as constituted by the Board b. Managing
Director (MD); and c. Whole-time Director (WTD)
29. AWARDS AND RECOGNITION
Your Company has been a proud recipient of many awards and recognitions during the year
under review and significant ones amongst them are as under:
Sustainability Leadership
"Most Admired Sustainability Company of the year" in Global Sustainability
Award 2025
Sphera "ESG Impact Award"
Recognized in "India's Top 60 Most Sustainable Companies" & "Amongst
top 4 in Retail Sector" at BW World (IMSC)
CII-ITC Award for Significant Achievement in Social Impact / CSR domain
Brand & Marketing Accolades
Tasva won Gold in the Best Campaign in the Fashion & Lifestyle category at the
afaqs! Communicon Awards 2026
LoveChild Masaba won the 'Emerging Beauty and Wellness Retailer of the Year' award at
the Industry of Retail and eCommerce (IReC) Awards 2025.
W for Woman won (i) Silver award for Marketing campaign of the year at Business World
Marketing Merit Awards 2025 (ii) Bronze award for Best use of AI for W x New York Fashion
Week at AFAQS Brand Storyz 2025 and (iii) Bronze at ET Shark Awards 2025 Best Integrated
Marketing Campaign
PR & Communication Excellence
Gold for its entry in the category House Journal - Print (English) at the 15TH PRCI
EXCELLENCE AWARDS 2025; and
Silver for its entry in the category Best PR Campaign at the 15TH PRCI EXCELLENCE
AWARDS 2025
30. ACKNOWLEDGEMENT
We take this opportunity to thank all the customers, members, investors, vendors,
suppliers, business associates, bankers and financial institutions for their continuous
support. We also thank the Central and State Governments and other regulatory authorities
for their co-operation.
We acknowledge the patronage of the Aditya Birla Group and above all, we place on
record our sincere appreciation for the hard-work, solidarity and contribution of each and
every employee of the Company in driving the growth of the Company.
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