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• Aditya Birla Fashion and Retail Limited (ABFRL) held an earnings call on May 26, 2025, to discuss Q4 FY25 and FY25 performance, following the demerger.
• The demerger resulted in two independent entities: Aditya Birla Lifestyle Brands Limited (ABLBL) and Aditya Birla Fashion and Retail Limited (ABFRL).
• ABLBL shares are expected to be listed by the end of June 2025.
• ABFRL raised USD 490 million through QIP and preferential issuance, resulting in ₹2,350 crore cash for demerged ABFRL.
• ABLBL's Q4 FY25 normalized revenue grew by 3% to ₹1,942 crore, with EBITDA at ₹330 crore (18% Y-o-Y growth) and a 200 bps margin expansion to 17%.
• ABLBL's FY25 normalized revenue was ₹7,830 crore with a 16.2% EBITDA margin, a 100 bps improvement Y-o-Y.
• ABLBL plans to expand its retail presence by adding over 300 stores across its brand portfolios.
• Demerged ABFRL reported a 9% Y-o-Y revenue growth in Q4 FY25, reaching ₹1,719 crore.
• Comparable EBITDA for ABFRL more than doubled to ₹199 crore, up 103% Y-o-Y.
• For FY25, demerged ABFRL posted revenue of ₹7,355 crore, a 14% increase Y-o-Y.
• Pantaloons reported Q4 FY25 revenue of ₹885 crore with a 480 bps EBITDA margin expansion to 15.1%.
• Style Up, ABFRL's value retail format, grew 70% in FY25 and plans to expand to over 300 stores in the next 3 years.
• The Ethnic wear segment reported Q4 FY25 revenue of ₹564 crore, a 19% Y-o-Y growth, with EBITDA margin expanding by 700 bps to 10.1%.
• Designer-led ethnic portfolio (Sabyasachi, Tarun Tahiliani, etc.) delivered 46% Y-o-Y growth in Q4 with EBITDA margin exceeding 20%.
• ABFRL's digital-first brand portfolio under TMRW delivered 27% Y-o-Y growth in Q4.
• ABLBL aims to double in scale and expand margins over the next 5 years.
• ABFRL targets a 3x revenue scale up and 2x margin expansion over the next 5 years.
• Management Commentary: ABFRL is evolving into a multi-format, multi-brand fashion platform, targeting significant growth and margin improvements through strategic scaling and efficiency improvements. They are open to questions now.

• Aditya Birla Fashion and Retail Limited (ABFRL) announces updates regarding the Scheme of Arrangement with Aditya Birla Lifestyle Brands Limited (ABLBL).
• ABLBL's Board of Directors has allotted 1,22,02,94,773 fully paid-up equity shares of ₹ 10 each to the equity shareholders of ABFRL as of the record date, May 22, 2025.
• The pre-Scheme paid-up share capital of ABLBL, consisting of 50,000 fully paid-up equity shares of ₹ 10 each entirely held by ABFRL, has been cancelled and reduced.
• ABLBL has also allotted 5,55,000 8% non-cumulative non-convertible redeemable preference shares to Birla Management Centre Services Private Limited.
• Effective May 26, 2025, ABLBL has ceased to be a wholly-owned subsidiary of ABFRL, in accordance with the Scheme.
• ABLBL will apply for listing its equity shares on the stock exchanges, and these shares will remain frozen until listing/trading permission is granted.

Aditya Birla Fashion and Retail Limited (ABFRL) announced on May 24, 2025, material updates regarding the Scheme of Arrangement involving ABFRL, Aditya Birla Lifestyle Brands Limited (ABLBL), and their respective shareholders and creditors.

An Extra Ordinary General Meeting (EGM) of Aditya Birla Lifestyle Brands Limited (the Resulting Company) was held on May 24, 2025, to consider and approve matters outlined in its EGM Notice dated May 23, 2025.

The EGM, chaired by Mr. Ashish Dikshit, Managing Director of ABLBL, saw 5 members in attendance and the requisite quorum was present. All agenda items were approved by the attending members.

Key resolutions passed at the EGM include:

• Appointment of Executive Directors (Special Resolutions):
  • Mr. Ashish Dikshit (DIN: 01842066) as Managing Director.
  • Mr. Vishak Kumar (DIN: 09078653) as Deputy Managing Director and Chief Executive Officer.
• Appointment of Non-Executive Directors (Ordinary Resolutions):
  • Ms. Ananyashree Birla (DIN: 06625036).
  • Mr. Aryaman Vikram Birla (DIN: 08456879).
  • Mr. Pankaj Sood (DIN: 05185378).
• Appointment of Independent Directors (Special Resolutions):
  • Mr. Arun Adhikari (DIN: 00591057).
  • Mr. Nish Bhutani (DIN: 03035271).
  • Ms. Preeti Vyas (DIN: 02352395).
  • Mr. Sunirmal Talukdar (DIN: 00920608).
  • Mr. Venkatesh Satyaraj Mysore (DIN: 01401447).
  • Mr. Yogesh Chaudhary (DIN: 01040036).
• Adoption of a new set of Articles of Association (Special Resolution).

The meeting commenced at 5:00 PM and concluded at 5:33 PM on May 24, 2025, with all resolutions duly passed by the requisite majority.

Aditya Birla Fashion and Retail Limited (ABFRL) announced its audited standalone financial results for the quarter and year ended March 31, 2025, alongside significant corporate actions. The results incorporate the impact of the demerger of the Madura Fashion and Lifestyle Business (MFL Business) and the amalgamation of TCNS Clothing Co. Ltd.

Financial Highlights for the year ended March 31, 2025 (Standalone):

• Total Operations (Continuing + Discontinued):
  • Net Loss After Tax: ₹127.53 crore (compared to a loss of ₹311.64 crore in the previous year).
  • Basic Earnings Per Share (EPS): (₹1.18) (compared to (₹3.14) in the previous year).
• Continuing Operations (excluding MFL Business):
  • Revenue from Operations: ₹5,608.90 crore.
  • Net Loss After Tax: ₹304.03 crore.
• Discontinued Operations (Madura Fashion and Lifestyle Business):
  • Revenue from Operations: ₹7,636.30 crore.
  • Net Profit After Tax: ₹176.50 crore.

Financial Highlights for the quarter ended March 31, 2025 (Standalone):

• Total Operations (Continuing + Discontinued):
  • Net Profit After Tax: ₹118.70 crore (compared to a loss of ₹172.17 crore in the same quarter last year).
  • Basic Earnings Per Share (EPS): ₹1.03 (compared to (₹1.68) in the same quarter last year).
• Continuing Operations (excluding MFL Business):
  • Revenue from Operations: ₹1,193.74 crore.
  • Net Loss After Tax: ₹21.91 crore.
• Discontinued Operations (Madura Fashion and Lifestyle Business):
  • Revenue from Operations: ₹1,881.54 crore.
  • Net Profit After Tax: ₹140.61 crore.

Key Corporate Actions and Developments:

• Demerger of Madura Fashion and Lifestyle (MFL) Business: The demerger of the MFL Business into Aditya Birla Lifestyle Brands Limited (ABLBL), a wholly-owned subsidiary, was sanctioned by the National Company Law Tribunal (NCLT) on March 27, 2025, and became effective from May 1, 2025. Shareholders of ABFRL will receive one equity share of ABLBL for every one equity share held in ABFRL.
• Amalgamation of TCNS Clothing Co. Ltd.: The merger of TCNS Clothing Co. Ltd. with ABFRL became effective from September 1, 2024. ABFRL allotted 5,57,43,053 equity shares on September 5, 2024, to eligible TCNS shareholders at an exchange ratio of 11 ABFRL shares for every 6 TCNS shares.
• Qualified Institutional Placement (QIP): The company successfully raised ₹1,833.11 crore through a QIP on January 21, 2025, by allotting 6,85,83,059 equity shares at an issue price of ₹271.30 per share.
• Preferential Issue: ABFRL completed a preferential issue aggregating to ₹2,378.75 crore on February 24, 2025. This included the allotment of 4,08,33,990 equity shares to the Promoter Group at ₹317.75 each (totaling ₹1,297.50 crore) and 3,96,09,127 equity shares to Qualified Institutional Buyers (Non-Promoter) at ₹272.98 each (totaling ₹1,081.25 crore).
• Exceptional Expense: The company recognized an exceptional expense of ₹98.33 crore for the year ended March 31, 2025, related to impairment of goodwill, right-of-use assets, franchisee rights, and provision for inventory obsolescence due to restructuring of a business unit.

The trading window for dealing in the company's securities remains closed until 48 hours from the announcement date of May 23, 2025.

• Aditya Birla Fashion and Retail Limited (ABFRL) announced that Aditya Birla Lifestyle Brands Limited will hold an Extra Ordinary General Meeting (EGM) on May 24, 2025, at 5:00 p.m.
• The EGM will address the following resolutions:
• Special Resolutions:
• Appointment of Mr. Ashish Dikshit (DIN: 01842066) as the Managing Director for a period of 5 years w.e.f. 1st May, 2025. His remuneration includes a basic salary of ₹ 1,88,78,000 per annum (subject to a ceiling of ₹ 2,50,00,000 per annum), a special allowance of ₹ 1,96,71,773 per annum (subject to a ceiling of ₹ 2,50,00,000 per annum), and an annual incentive pay up to ₹ 12,00,00,000 per annum.
• Appointment of Mr. Vishak Kumar (DIN: 09078653) as the Deputy Managing Director and Chief Executive Officer for a period of 5 years w.e.f. 1st May, 2025. His remuneration includes a basic salary of ₹ 1,60,59,000 per annum (subject to a ceiling of ₹ 2,04,00,000 per annum), a special allowance of ₹ 2,32,36,170 per annum (subject to a ceiling of ₹ 3,24,00,000 per annum), and an annual incentive pay up to ₹ 4,50,00,000 per annum.
• Appointment of Mr. Arun Adhikari (DIN: 00591057) as an Independent Director with effect from May 20, 2025 till January 19, 2029.
• Appointment of Mr. Nish Bhutani (DIN: 03035271) as an Independent Director for a term of 5 years commencing from May 20, 2025 till May 19, 2030.
• Appointment of Ms. Preeti Vyas (DIN: 02352395) as an Independent Director for a term of 5 years commencing from May 20, 2025 till May 19, 2030.
• Appointment of Mr. Sunirmal Talukdar (DIN: 00920608) as an Independent Director with effect from May 20, 2025 till December 5, 2026.
• Appointment of Mr. Venkatesh Satyaraj Mysore (DIN: 01401447) as an Independent Director for a term of 5 years commencing from May 20, 2025 till May 19, 2030.
• Appointment of Mr. Yogesh Chaudhary (DIN: 01040036) as an Independent Director for a term of 5 years commencing from May 20, 2025 till May 19, 2030.
• Adoption of new set of Articles of Association
• Ordinary Resolutions:
• Appointment of Ms. Ananyashree Birla (DIN: 06625036) as a Non-Executive Director.
• Appointment of Mr. Aryaman Vikram Birla (DIN: 08456879) as a Non-Executive Director.
• Appointment of Mr. Pankaj Sood (DIN: 05185378) as a Non-Executive Director.
• The EGM notice and related communication from Aditya Birla Lifestyle Brands Limited is enclosed as Annexure I.