ANNEXURE I 1. Issuer details...59 1703, Vivarea Tower B -1, Sane Guruji Marg, Mahalaxmi Mumbai - 400011 October 13, 2014 • Ultratech Cement Limited • Huhtamaki PPL Limited •

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

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

http://www.abfrl.com/mailto:[email protected]




Sr.no. Name, Designation and DIN Age Address Director since List of other directorships 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 • IGH Holdings Private Limited • Infocyber India Private Limited • Naman Finance & Investment Private Limited • Aditya Birla Health Insurance Co. Limited





Sr.no. Name, Designation and DIN Age Address Director since List of other directorships • 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

7. Name: Sunirmal Talukdar Designation: Non-executive – Independent (Additional) Director DIN: 00920608

68 Flat No 406, 12 Ashoka Road, Alipore, Kolkata, West Bengal, India, 700027

March 11, 2020 • Aris Capital Private Limited • Avia Insurance Brokers Private Limited • Clariant Chemicals (India) Limited • India Carbon Limited • Innvol Medical India Limited • Sasken Technologies Limited • Titagarh Capital Private Limited • Titagarh Wagons 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 - -





Sr.no. Name, designation and DIN Date of appointment/ resignation Date of cessation (in case of resignation) Remarks (viz. reasons for change etc.)

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

- Cessation- August 21, 2019 -

4. Name: Pranab Barua Designation: Non-executive -Non- Independent Director DIN: 00230152

- Resignation- December 31, 2019 -

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

Appointment – January 1, 2020 - -

6. Name: Sunirmal Talukdar Designation: Non-executive – Independent (Additional) Director DIN: 00920608

Appointment – March 11, 2020 - -

1.4. List of top 10 holders of equity shares of the company as on March 6, 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 22.16 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 1,65,86,401 1,65,86,401 2.14





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

7. Franklin India Equity Fund 1,06,00,000 1,06,00,000 1.37 8. Reliance Capital Trustee Company Limited A/C Nippon India Growth Fund 94,11,036 94,11,036 1.22 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 70,89,884 70,89,884 0.92

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 March 6, 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 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

25% 2. Franklin Templeton Mutual Fund 21% 3. Sundaram Mutual Fund 17% 4. Tata Mutual Fund 13% 5. DSP Mutual Fund 8% 6. ICICI Prudential Mutual Fund 8% 7. Kotak Mahindra Bank Ltd Bank 8%





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 Think Techno Campus, Building - Alpha, 4th Floor- Office

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 - ABFRL/CP25/2019-20 INE647O14CW4 90 5.16% 100 6-Dec-19 5-Mar-20 A1+ from CRISIL & ICRA Unsecured - 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 -





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/CP28/2019-20 INE647O14CZ7 60 5.25% 100 20-Dec-19 18-Feb-20 A1+ from CRISIL & ICRA Unsecured - near Kanjur Marg Railway Station, Kanjur Marg (E), Mumbai - 400042

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. December 31, 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 - 15th November, 2019 Secured CRISIL & ICRA AA/Stable - Axis Bank Term Loan - 15th November, 2019 Secured HDFC Bank Term Loan 500 - 15th November, 2019 Secured HDFC Bank Term Loan - 15th November, 2019 Secured HDFC Bank TUF loans 25 25 Mar-25 Secured Axis Bank

Cash Credit 163 0 Repayable on demand Secured WCDL - WCDL repayable in 7 days of respective drawdown

LC 90 Repayable on demand on revolving basis





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

Bank Guarantee

5 Repayable on demand on revolving basis

HDFC Bank

Cash Credit 200 9 Repayable on demand Secured EPC 25 3 Months WCDL 100 WCDL repayable in 7 days of respective drawdown

LC 445 332 Repayable on demand on revolving basis

Bank Guarantee

21 Repayable on demand on revolving basis

State Bank of India

Cash Credit / WCDL

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

-

ICICI Bank LC 100 56 Repayable on demand on revolving basis Unsecured

KOTAK Bank EPC 100 - 21 October 2019 Unsecured

Total 1,816 663 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 INE647O14DG5 100 March 13, 2020 June 11, 2020 March 09, 2020

CRISIL

60 Days

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

March 09, 2020

ICRA 3 months

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/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





Reference No Market Value Issue Date Maturity Date ISIN No Units 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 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





Reference No Market Value Issue Date Maturity Date ISIN No Units 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 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 ABFRL/CP29/2019-20 1,00,00,00,000 31-Jan-20 30-Apr-20 INE647O14DA8 2,000 ABFRL/CP30/2019-20 1,50,00,00,000 31-Jan-20 30-Apr-20 INE647O14DA8 3,000 ABFRL/CP31/2019-20 2,00,00,00,000 30-Jan-20 27-Mar-20 INE647O14DB6 4,000 ABFRL/CP32/2019-20 1,50,00,00,000 14-Feb-20 14-May-20 INE647O14DC4 3,000 ABFRL/CP33/2019-20 1,00,00,00,000 18-Feb-20 18-May-20 INE647O14DD2 2,000 ABFRL/CP34/2019-20 1,00,00,00,000 05-Mar-20 03-Jun-20 INE647O14DE0 2,000 ABFRL/CP35/2019-20 1,00,00,00,000 06-Mar-20 04-Jun-20 INE647O14DF7 2,000 ABFRL/CP36/2019-20 1,00,00,00,000 13-Mar-20 11-Jun-20 INE647O14DG5 2,000 Total 56,00,00,00,000 Total 1,12,000

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

Annexure 1

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;

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, 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 LLPChartered 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.

For S R B C & CO LLPChartered 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.

For S R B C & CO LLP

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

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

INDEPENDENT AUDITOR'S REPORT


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/ ;' �- ·

s & LL Chartered Accountants

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

Report on Other Legal and Regulatory Requirements

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:

Total Asset Amount as at Remarks

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


Unpaid Period to which

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

Place: Mumbai Date: May 11, 2018

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.

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 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 Cont

Documents

ANNEXURE I 1. Issuer details...59 1703, Vivarea Tower B -1, Sane Guruji Marg, Mahalaxmi Mumbai - 400011 October 13, 2014 • Ultratech Cement Limited • Huhtamaki PPL Limited •