Mar 31, 2026
Your Companyâs directors hereby present the 2nd Annual Report in the form of 1st Integrated Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026 (âyear under review/ FY 2025-26â).
OVERVIEW
Global demand and economic activity remained resilient throughout 2025 and into early 2026, despite a more volatile operating environment. In 2025, the global economy experienced growth of around 3.4%, led by stronger-than-ex-pected momentum in key economies, such as China and the United States.
However, early 2026 was marked by heightened uncertainty, driven by geopolitical tensions, commodity price spillovers and elevated inflation expectations. These factors created near-term pressure on trade, input costs and business sentiment.
At the same time, firmer growth and employment data, lower tariff rates than once anticipated, coupled with continued technology- and AI-led investment helped preserve the underlying growth trend.
Global growth over the next two years is expected to remain broadly
stable, though slightly slower, with expansion projected at 3.1% in 2026 and 3.2% in 2027. This suggests continuity in the economic cycle rather than a sharp break. Inflation and geopolitical risk remain watchpoints, but the current drag looks more cyclical than structural.
India remained well positioned within this global context, supported by a strong domestic economic base and relatively limited dependence on external demand. Real GDP growth is estimated at 7.7% for FY2025-26, with March-quarter growth of 7.8%, while the RBIâs FY2026-27 projection of 6.6% indicates continued resilience despite global uncertainty.
The growth momentum has been broad-based, led by private consumption and investment, with services remaining strong and manufacturing showing improvement. Steady public investment, better business activity and
inflation and consumer sentiment in the short term. However, unless the conflict escalates materially or remains prolonged, it is unlikely to alter Indiaâs long-term growth trajectory, which continues to be supported by resilient domestic consumption and investment momentum.
Industry Review - Global Apparel Industry
The global apparel industry remains one of the largest consumer-facing sectors, supported by recurring demand, fashion-led replacement cycles and steady expansion of branded retail across developed and emerging markets. The market was estimated at USD 1.84 trillion in 2025 and is expected to reach around USD 1.9 trillion in 2026, implying growth of approximately 3.3%.
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disposable incomes, increasing urbanisation, deeper penetration of branded apparel and the continued expansion of organised retail into Tier-ll and Tier-Ill cities. This expansion is democratizing access to branded fashion, creating a larger addressable market across both premium and value segments.
At the same time, Indiaâs consumer landscape is undergoing a structural transformation, with a rapidly expanding affluent and upper-middle-income population. As household incomes rise, spending on branded fashion is expected to increase, creating significant opportunities across premium, aspirational and value segments. Your Company is uniquely positioned to serve these evolving consumer cohorts through its diversified portfolio of brands.
This shift in consumer affluence is complemented by another structural trendâthe increasing movement from
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policy support through personal tax relief, GST-related changes and continued formalisation have further supported demand conditions.
For consumer-facing sectors such as fashion retail, the underlying environment remains constructive. Rising household spending, improving employment conditions, growing aspirations and deeper penetration beyond large metros are expanding the addressable consumer base. While demand may remain uneven in the near term, the medium-term consumption outlook remains structurally positive.
The key near-term risk stems from spillovers from the West Asia conflict, particularly through higher energy prices, freight costs and supply-chain disruptions. These pressures could increase input costs and weigh on
Asia Pacific remains the largest regional market, accounting for 40.8% of global apparel revenue in 2025, driven by the scale of consumption and manufacturing ecosystems across China, India and Southeast Asia.
In the near term, growth is expected to remain steady, though consumers are likely to remain value-conscious amid lingering inflation and global uncertainty. Over the medium to long term, the outlook remains constructive, with the global apparel market projected to reach USD 2.54 trillion by 2033, growing at a CAGR of 4.1% for 2026-2033. Overall, macro volatility may soften near-term momentum, but the longterm opportunity remains intact.
The sector is also undergoing a structural shift across products, channels and operating models. Digital commerce, Al-led product discovery, sharper inventory planning and sustainability-led innovation are becoming increasingly important for growth and margin protection. At the same time, physical retail continues to remain relevant, with offline channels retaining the largest share of global apparel sales, supported by consumer preference for touch-and-feel, fit trials and in-store experiences. .
Indiaâs apparel industry has witnessed a period of moderate growth over the past few years, as inflationary pressures, uneven discretionary spending and increasing household debt affected demand across parts of the market. However, early signs of recovery are now evident, with consumers prioritising affordability, variety and a strong price-value proposition. Festive and wedding-led demand, improving con-
sumer sentiment and traction in value and mass-premium formats have also helped the category momentum turn a corner.
Despite near-term softness, Indiaâs apparel industry remains one of the most attractive structural consumption opportunities, supported by favourable demographics, rising household incomes, growing fashion consciousness and increasing preference for branded products. New collection launches, expanding occasion-led consumption and a young consumer base continue to support resilient demand across segments. The domestic apparel retail market is estimated to be around f10 lakh crore in FY2025-26.
The medium- to long-term opportunity is sizeable, with Indiaâs apparel retail market projected to reach more than f 14 lakh crore by FY2029-30, growing at 9% CAGR, owing to rising
unorganised to organised retail. The organised retail sector currently accounts for approximately 41% of Indiaâs apparel market and is expected to outpace the overall category, supported by brand-led formats, stronger retail infrastructure, international brand entry, digital commerce and omnichannel capabilities.
The sector is also evolving across formats, price points and operating models as consumers become more discerning, with demand increasingly shaped by fashion relevance, new usage occasions, convenience and brand experience. As a result, companies with diversified brand portfolios, strong supply chain capabilities, disciplined retail expansion, digital integration and the ability to serve multiple consumer segments are well positioned to capture the next phase of growth in Indiaâs apparel market.
Indiaâs apparel industry is entering a more aspirational phase. Consumers are increasingly brand-conscious, experience-oriented and digitally influenced, placing greater value on product quality, brand trust, design relevance and overall shopping experience than on price alone. Moreover, social media, influencer-led discovery and online commerce have accelerated trend adoption across urban and emerging markets, as consumers increasingly seek apparel that reflects lifestyle and identity.
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Transition from Unorganized to Branded Retail
Indiaâs apparel market is steadily shifting from fragmented, unorganized retail towards organized and branded formats as consumers increasingly seek assurance around product quality, sizing consistency, service standards and brand credibility. In addition to already established Tier 1 markets, this transition is more pronounced in Tier II and Tier III cities, where rising aspirations, mall development, digital awareness and higher disposable incomes are driving strong demand for branded fashion.
Omni-Channel Integration
Customer journeys are no longer purely offline or online â consumers may discover a product on social media, check availability, try it in-store and purchase via an app, making omnichannel integration critical.
Leading players are integrating store data, website behaviour, app engagement, purchase history and post-purchase interactions to create a unified customer view. This has enabled better personalization, targeted offers, inventory allocation, assisted selling and seamless services such as click-and-collect, online returns, endless aisle and store-based fulfilment.
Next Gen Fashion Consumption
Gen Z and millennials are emerging as the most influential consumer groups in the Indian fashion playbook, viewing apparel less as a functional purchase and more as a medium of self-expression and identity, as their decisions are often trend-led.
This is pushing brands to accelerate product refreshes, collaborate with influencers and stay relevant to pop
culture, while building authenticity, story-telling and community into their brand strategy.
New Hyper-Personalized Customer Engagement Strategies
Personalization is becoming a key differentiator, with brands using customer data to recommend products based on browsing history, past purchases, preferred fits, price sensitivity, occasions and style preferences.
This shift is lifting conversion rates, reducing decision fatigue and driving repeat purchases. Personalized communication across WhatsApp, email, apps, loyalty programs and in-store interactions are becoming central to customer retention. The future of apparel retail will depend heavily on how well brands can understand and serve individual customer needs at scale and digital is expected to play a big role there
Faster Fashion Cycles and Speed-to-Market Initiatives
Trend cycles in India are shortening due to social media, celebrity influence, global exposure and fast-moving consumer preferences. Apparel brands now need to move from seasonal planning to faster, more responsive product development. Speed-to-market has gained importance in categories like youth fashion, womenâs western wear, streetwear, activewear and occasion-led collections. Brands that can quickly identify trends, manufacture in smaller batches, test demand and scale winning products are better positioned to reduce inventory risk.
Quick Commerce and Faster Fulfilment Expectations
Convenience is becoming an important part of apparel shopping, especially in urban markets. Quick commerce is rapidly expanding beyond grocery, with non-grocery categories estimated to contribute -?28,000 Cr (29% of GMV) in CY25, while fashion accounts for ~6% of non-grocery GMV. The non-grocery share of quick commerce is expected to increase to -40% by 2030, with fashion emerging as one of the fastest-growing categories. While fashion has traditionally involved longer purchase cycles and higher return rates, consumers are increasingly expecting faster delivery for purchases of basics, occasion wear, innerwear, accessories and last-minute fashion needs.
Quick commerce and rapid delivery models are beginning to influence fashion retail, particularly for high-demand SKUs and metro consumers. This trend may push brands to rethink inventory placement, local warehousing, store-based fulfilment and city-level assortment planning.
Embedding Sustainability & ESG
Sustainability is moving from a marketing theme to a core business priority with the entire fashion ecosystem expecting visible shift towards responsible sourcing, ethical manufacturing, waste reduction, circularity and transparent ESG reporting. Brands are responding with eco-friendly fabrics, recycled materials, enhanced water management, responsible packaging, resale models, repair initiatives and improved supply-chain traceability - initiatives likely to become an important differentiator over the long term.
AI Adoption and Data-Led Decision Making
AI and data are becoming important
enablers across the apparel value chain empowering brands to forecast demand, plan assortments, personalize recommendations, optimize pricing, identify customer segments and improve marketing efficiency.
AI is also being explored in design inspiration, product tagging, virtual styling, size recommendations and customer service. As competition increases, this will become essential for improving profitability, reducing waste and delivering superior customer experiences.
The overall western wear market is valued at Rs.7.5 lakh crores in FY26 and is projected to grow at a 10% CAGR, reaching Rs. 10.9 lakh crores by FY30. Your Company is a leading player in this space and is well positioned to capture the long term growth opportunity.
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Within western wear, innerwear and sportswear continue to outpace the broader market, supported by rising health and fitness consciousness, increasing preference for comfort and athleisure, premiumization and greater penetration of organized and branded offerings.
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The branded market is estimated to be Rs. 3.8 lakh crores in FY26 and contributes to 57% of the overall western wear market. The market is expected to grow at CAGR of 13% to reach value of Rs. 6.9 lakh crores by FY30. Within western wear, casual wear is outpacing formal wear, growing at 11% compared to 7% for formal wear.
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Your Companyâs portfolio brings together some of Indiaâs most trusted and aspirational lifestyle brands, including Louis Philippe, Van Heusen, Allen Solly, Peter England, and Simon Carter, along with the denim-focused American Eagle, global sportswear brand Reebok, and the innerwear business under Van Heusen Innerwear.
These brands cater to a broad spectrum of consumer needs across formalwear, casualwear, occasion wear, youth fashion, sportswear, innerwear, footwear, accessories and kids wear.
Overall, FY26 was marked by revenue growth, improved profitability, continued expansion of the retail and distribution footprint, and successful management of key structural transitions.
Over the years, the business has established a strong leadership position in the Indian fashion and lifestyle market, supported by a consistent track record of
⢠   Sustained revenue growth
⢠   Stable profitability
⢠   Positive cash flows and
⢠   Healthy return on capital    employed
Your Company combines sourcing scale, retail execution, omnichannel capabilities and deep market relationships to create a differentiated fashion platform.
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⢠   Global sourcing capabilities supported by a strong and diversified vendor ecosystem
⢠   Dedicated manufacturing network of 10+ factories with robust quality standards
⢠   Deep product-development exper
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tise and flexibility across design, sampling and production
⢠   Demonstrated success in building and managing a pan-India retail footprint, supported by ~65% franchise-led stores
⢠   Strong capabilities in store operations, assortment planning, allocation and replenishment
⢠   Ability to consistently scale formats across the country while maintaining execution discipline
Digital & Omni capabilities
⢠   Established BOSS (buy online ship from store) model, enabling online orders to be fulfilled through the store network
⢠   Strong customer-centric culture embedded through the Mission Happiness initiative
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⢠   Structured measurement of service quality, product satisfaction and consumer experience
⢠   Over three decades of experience in Indiaâs fashion and retail market
⢠   Long-standing partnerships with MBOs, franchisees and large-format retailers
⢠   Strong channel relationships that support broad distribution and market access.
Your Companyâs strategic priorities remain focused on strengthening its core brands, expanding its product portfolio, deepening consumer engagement and scaling its presence across channels. These initiatives are aimed at driving sustainable, long-term growth while enhancing brand equity and shareholder value.
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Financial Performance in FY26
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|
Particulars |
FY25 |
FY26 |
|
Revenue |
7,830 |
8,396 |
|
EBITDA* |
1,269 |
1,429 |
|
EBIT* |
564 |
634 |
|
PBT |
83 |
220 |
|
PAT |
60 |
171 |
|
EBITDA % |
16.2% |
17.0% |
|
EBIT % |
7.2% |
7.5% |
|
PBT % |
1.1% |
2.6% |
|
PAT % |
0.8% |
2.0% |
|
Capital Employed |
4,038 |
4,322 |
|
ROCE |
14.0% |
14.7% |
|
Net Debt Equity Ratio |
0.6 |
0.5 |
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FY26 was a defining year as your Company successfully navigated key structural milestones, including the demerger and listing process, along with the GST transition, with limited operational disruption.
During the year, the Company focused on strengthening retail execution, accelerating growth across wholesale and e-commerce channels, expanding relevant product categories, enhancing consumer engagement, and improving overall operational performance.
Your Company delivered a strong operating and financial performance, with revenue growing by 7% year-on-year to ?8,396 crore. Growth momentum strengthened meaningfully in the second half, with the Company registering double-digit growth during H2. The retail business delivered a strong performance, supported by 9% like-to-like growth. Small-town markets witnessed a notable recovery, registering double-digit like-to-like growth and contributing meaningfully to overall retail momentum. Other channels also gained traction ssing strong momentum, particularly in primary sales. Secondary sales continued to remain healthy, reflecting sustained consumer demand and strong brand acceptance across channels.
EBITDA grew by 13% year-on-year, with EBITDA margin expanding by 80 basis points, supported by gross margin improvement and continued focus on
operational efficiencies.
Your Company continued to operate at significant scale across channels. During the year, Your Company added over 300 new stores, with net store expansion accelerating in the second half.
The Company now operates a retail footprint of over 4.9 million sq. ft., comprising 3,348 exclusive brand outlets.
In addition, it has a presence across more than 39,500 multi-brand outlets,
YOUR COMPANY DELIVERED A STRONG OPERATING AND FINANCIAL PERFORMANCE, WITH REVENUE GROWING BY 7% YEAR-ON-YEAR TO ?8,396 CRORE. GROWTH MOMENTUM STRENGTHENED MEANINGFULLY IN THE SECOND HALF, WITH THE COMPANY REGISTERING DOUBLE-DIGIT GROWTH DURING H2.
primarily in the innerwear category, and over 6,500 shop-in-shops in department stores across the country. The Companyâs brands also maintain a strong digital presence through leading e-commerce marketplaces, owned brand websites and mobile applications.
This extensive and diversified distribution network enables the Company to serve consumers across segments, geographies and channels.
Overall, FY26 was marked by strong revenue growth, improved profitability, continued expansion of the retail and distribution footprint and successful management of key structural transitions.
Lifestyle Brands
Lifestyle brands house Indiaâs largest apparel brands, namely, Louis Philippe, Van Heusen, Allen Solly and Peter England. The brands have consistently experienced steady growth over the years. We believe that this sustained success is attributable to focus on consumer-centric product innovation, which keeps the brands ahead of market trends. Additionally, we have strategically expanded into newer categories and geographies, continuously tapping into new growth opportunities. Revenue for this portfolio stood at Rs. 7154 Cr driven by strong retail performance, with FY26 like-to-like growth at 8%. Margin stood at 19.6%, 20 bps ahead of last year.
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|
Lifestyle brands (KPIs) |
FY20 |
FY21 |
FY22 |
FY23 |
FY24 |
FY25 |
FY26 |
|
Retail LTL value growth |
5% |
-20% |
46% |
40% |
-8% |
4% |
8% |
|
No. of Stores* |
2,535 |
2,717 |
2,878 |
3,001 |
3,068 |
2,903 |
2,945 |
|
Total Retail Area* (Mn. sq.ft.) |
3.2 |
3.4 |
3.7 |
4.0 |
4.3 |
4.2 |
4.4 |
|
Retail Share* |
51% |
61% |
57% |
61% |
62% |
65% |
65% |
|
including value stores |
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Lifestyle Brands:Â Louis Philippe
THE BRAND CONTINUES TO FOCUS ON STRENGTHENING ESSENTIALS AND BESTSELLING CATEGORIES BY IMPROVING CORE PRODUCT AVAILABILITY, REPLENISHMENT CYCLES AND VISIBILITY ACROSS.
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Louis Philippe is one of Indiaâs leading premium menswear brands, with strong equity in craftsmanship, refined styling and occasion-led dressing. The brand has a well-established presence across formalwear, ceremonial wear, smart casuals, footwear, and accessories, with a portfolio spanning shirts, trousers, suits, blazers, T-shirts, denims and footwear.
While formalwear and occasion
dressing remain important anchors,
.ouis Philippe has successfully expanded nto casualwear, reflecting its evolution nto a broader premium lifestyle brand. he brand operates through a wide multi-channel network across retail, epartment stores and e-commerce, ith retail continuing to be the largest :hannel, supported by over 650 stores icross the country.
The brand continues to focus on strengthening essentials and best-selling categories by improving core product availability, replenishment cycles and visibility across channels. This supports repeat purchases, consumer confidence and improved inventory efficiency.
Premiumisation remains central to the growth agenda, with premium lines and bridge-to-luxury propositions
helping the brand engage affluent and design-conscious consumers. The brand also continued to introduce trend-led products such as the 24 Hour Shirt, baggy cropped cargos, Permapress SOZO and ultra-light packable jackets, reflecting its focus on style, comfort, functionality and contemporary relevance.
Strong go-to-market campaigns such as Royal Wedding, Raceday Revival
and Tales of Masai supported brand salience and consumer engagement, while reinforcing Louis Philippeâs premium imagery and occasion-led proposition.
Digital and e-commerce continue to be important enablers of consumer acquisition and brand visibility, supported by premium cataloguing, marketplace-specific ranges and creator-led communication.
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Van Heusen continues to occupy a distinctive position as one of Indiaâs leading premium workwear and lifestyle brands, anchored in its long-standing equity of sharp dressing, professional confidence and contemporary sophistication. The brandâs core strength remains in menâs formalwear, particularly shirts, suits, blazers, trousers and workwear-led categories. Over the years, it has also
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expanded into casualwear, eveningwear, denim lifestyle, transit wear, womens-wear, footwear and fashion accessories.
While formalwear continues to remain the foundation of the brand, Van Heusen has broadened its offering to serve consumers across workwear and adjacent lifestyle occasions. From boardroom dressing and hybrid workwear to social evenings, festive occasions, travel,
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and weekend dressing, the brand is broadening its relevance across multiple consumption moments.
The brandâs strategic agenda is centred on strengthening its core formalwear franchise while becoming more contemporary, occasion-relevant, and operationally agile. Product superiority in shirts, suits, blazers and trousers remains a key priority, supported by
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continued focus on design, fit, fabric, and finish.
Casualisation is emerging as an important growth driver for Van Heusen. The brand is building casualwear as a second anchor after formals, aligned with the broader consumer shift towards hybrid dressing. In menswear, this strategy is driven through V Sport, Denim Lifestyle, and Van Heusen Eveningwear, enabling the brand to participate more meaningfully in smart-casual, lifestyle, and occasion-led categories.
The brand continued to drive product newness and innovation through offerings such as MAGIC Linen, Premium Intarsia flat knits, TECH 365, IQ Jeans and No Wash Jeans. These innovations reflect Van Heusenâs focus on combining style, comfort, functionality and modern consumer needs across workwear, casu-alwear and lifestyle categories.
Strong brand stories and go-to-mar-ket campaigns such as Born of Art, Elvis Lives, and Fables of Unicorn supported brand salience and consumer engagement. These initiatives helped reinforce Van Heusenâs contemporary premium imagery while making the brand more relevant across newer lifestyle and occasion-led spaces.
Womenswear is expected to play an important role in Van Heusenâs growth architecture. The strategy includes sharper casualwear, stronger eveningwear propositions and accelerated growth in bags and footwear.
The association with Taapsee Pannu as the womenswear brand ambassador further strengthens the brandâs visibility and relevance among modern women consumers.
On the retail front, Van Heusen is focused on improving productivity and transforming the consumer experience.
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THE BRANDâS STRATEGIC AGENDA IS CENTRED ON STRENGTHENING ITS CORE FORMALWEAR FRANCHISE WHILE BECOMING MORE CONTEMPORARY, OCCASION-RELEVANT, AND OPERATIONALLY AGILE.
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Store renovations, improved retail identity, elevated visual merchandising and enhanced service standards are expected to strengthen consumer engagement and store throughput. The brandâs retail strategy also includes expansion through both owned and franchise models, supported by a network of over 600 stores across the country.
As Van Heusen grows, digital and e-commerce are becoming increasingly central to consumer acquisition, brand visibility and category expansion. Sharper cataloguing, marketplace-specific assortments, creator-led storytelling and performance marketing will back this growth.
Allen Solly continues to occupy a distinctive position at the intersection of modern workwear, smart casuals and occasion-led dressing. Built on the equity of making dressing up more expressive, relaxed and contemporary, the brand serves consumers across menâs, womenâs, and juniorsâ wear, with a strong focus on trendy, everyday versatility and accessible premium fashion.
While smart casuals and workwear continue to remain important anchors, Allen Solly has been widening its relevance beyond traditional corporate dressing into leisure, travel, festive and youth-led occasions. This reflects
the brandâs evolution into a broader lifestyle proposition that addresses the changing needs of modern consumers.
The brandâs strategic agenda is centred on strengthening its established anchors while expanding into a wider set of occasions categories and consumer segments. The portfolio is being shaped to balance scale categories that drive everyday relevance with newer growth platforms that can support pre-miumisation, higher purchase frequency and incremental consumer reach.
Allen Solly continues to reinforce its core strengths in smart casuals, work-wear and occasion wear, while building sharper propositions in adjacencies such as bags, winterwear, womenswear, functional products, kids wear, accessories and lifestyle-led casualwear.
Product innovation remains an important growth driver for the brand. Allen Solly continued to introduce trend-led and functionality-led products such as Carpenter Pant, Queen of Hearts, Feather Shield and Travel Chinos. These innovations reflect the brandâs focus on combining comfort, versatility, contemporary styling and everyday functionality.
Strong brand stories and go-to-market campaigns supported consumer
engagement and strengthened the brandâs contemporary appeal. Campaigns / stories such as the Sania Mirza Handbags campaign, Velvet Glam, Legs Now Turn Heads, and Madagascar Trails helped reinforce Allen Sollyâs relevance across fashion, lifestyle, travel, and occasion-led consumption moments.
Retail and consumer experience form another major strategic pillar. Supported by a network of over 550 stores across the country, the brand is focused on further expanding its retail footprint while renovating existing stores to improve retail identity, visual merchandising, consumer engagement
THE PORTFOLIO IS BEING SHAPED TO BALANCE SCALE CATEGORIES THAT DRIVE EVERYDAY RELEVANCE WITH NEWER GROWTH PLATFORMS THAT CAN SUPPORT PREMIUMISATION, HIGHER PURCHASE FREQUENCY AND INCREMENTAL CONSUMER REACH.
and store throughput.
Allen Sollyâs wholesale and digital strategy is focused on improving the quality and profitability of growth across partner-led channels. Department stores will prioritise high-potential categories such as trousers, handbags, and boardroom dressing through sharper assortments, better displays, stronger in-store communication, and consumer activations. E-commerce and marketplaces will complement this by scaling reach through channel-specific assortments, stronger cataloguing and tighter inventory controls.
Peter England continues to be one of Indiaâs most trusted menswear brands, built on the promise of premium quality at accessible pricing. The brand occupies a distinctive position in the middle of the market, offering dependable and well-made apparel to Indian men across workwear, everyday dressing, and social occasions. Its core equity lies in trust, value-for-money, formalwear credibility and wide national reach, supported by over 3,100 points of distribution across more than 800 cities and towns.
Over the years, Peter England has transitioned from a largely wholesale-oriented business towards a more retail-led and controlled model. This
shift has helped the brand improve ownership of consumer experience, store execution, and brand presentation. The brand currently operates a network of over 900 stores, with a strong presence in smaller towns. These markets continue to offer meaningful growth potential, supported by rising brand awareness and increasing demand for accessible premium mens-wear.
During the year, Peter England made meaningful progress across key business and consumer metrics. The brand strengthened awareness, improved its awareness-to-trial ratio, and delivered strong digital performance through social media led campaigns. It also made progress in product quality, sourcing capability and casualisation, with visible improvements across categories and stronger relevance beyond its traditional formalwear base.
Peter Englandâs brand stories and campaigns gained sharper definition during the year. The Gentlemenâs League and The Bollywood Wedding helped build stronger cultural anchors around cricket and weddings, two spaces with strong pan-India resonance. In addition, stories such as Art of Sashiko, Rio, and Imbachi x Peter England for Onam helped strengthen the brandâs regional relevance, product storytelling and consumer engagement across occasions.
The market context continues to evolve, with premium brands owning aspiration, while digital-first and value-led players attract consumers through freshness, price and speed. Peter Englandâs opportunity lies in converting its core strengths of trust, scale, quality and affordability into a sharper and more desirable proposition. The strategic intent is to move from being seen primarily as a trusted value brand to becoming an aspirational menswear brand for every occasion, while retaining its democratic pricing advantage.
The coming year will focus on strengthening brand identity, product differentiation, and retail execution. Product innovation and quality sto-
PETER ENGLANDâS OPPORTUNITY LIES IN CONVERTING ITS CORE STRENGTHS OF TRUST, SCALE, QUALITY AND AFFORDABILITY INTO A SHARPER AND MORE DESIRABLE PROPOSITION.
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rytelling will be used to reinforce the promise of elevated products at accessible prices, helping the brand compete beyond price and build stronger desirability.
Retail productivity remains a key priority. Store renovations upgraded retail identity, sharper visual merchandising, better assortment planning, and stronger local-market activation are expected to improve consumer experience and store throughput. The brand will also continue to strengthen replenishment, supply planning, inventory discipline and discount control, supporting healthier growth and improved working capital efficiency.
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Emerging Brands :Â Reebok_
lifestyle relevance across sports and everyday wear.
The launch of Reebok small town model was an important development during the year, creating a focused format for sports-led retail expansion in smaller towns. The brand currently operates a network of over 210 stores and added more than 50 new stores during FY26, strengthening its retail reach and consumer accessibility. Alongside expansion, Reebok also focused on reducing retail discounting, improving store throughput and strengthening execution discipline.
In apparel, the brand continued to see sharper expansion, with womens-
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THE LAUNCH OF REEBOK SMALL TOWN MODELÂ WAS AN IMPORTANTÂ DEVELOPMENT DURINGÂ THE YEAR, CREATING AÂ FOCUSED FORMAT FORÂ SPORTS-LED RETAILÂ EXPANSION IN SMALLERÂ TOWNS.
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Reebok continues to occupy a strong position as a recognised sportswear brand in India, positioned at the intersection of performance, fitness and everyday athleisure. The brandâs core equity rests on its global sports heritage, strong recall in footwear and growing relevance across apparel, womenswear, open footwear, and accessories.
During FY26, Reebok focused on strengthening the fundamentals of growth, with broad-based momentum across channels, improvement in brand salience, a stronger footwear innovation pipeline and early progress in building a more scalable apparel business. Momentum strengthened meaningfully in the second half of the year, supported by improved retail execution and stronger consumer traction. The brand also posted double-digit retail like-to-like growth during FY26, reflecting healthy store-level performance and sustained demand.
Footwear continues to remain the largest part of the portfolio, while apparel and accessories are emerging as important growth engines. The brand continued to drive product innovation through launches such as Multi-Court One for All, Space Foam, Max Foam+, Runergy X, and Club C. These products reflect Reebokâs focus on combining performance, comfort, versatility and
wear, performance apparel, athleisure, and winterwear forming key growth pools. This is expected to support greater portfolio balance and improve the brandâs relevance across fitness, lifestyle, and everyday dressing occasions.
Brand salience and consumer engagement also remained key priorities. The onboarding of Manu Bhaker as brand ambassador further strengthened Reebokâs connect with young, performance-oriented consumers and reinforced its sports credibility. The brand also continued to build visibility through collaborations across marathons, sporting events and sports teams, supporting its position within Indiaâs growing fitness and active lifestyle ecosystem.
Digital and e-commerce continue to be important growth levers, driving consumer acquisition and brand visibility at scale. The brand will continue to sharpen its performance through targeted cataloguing, performance marketing, marketplace-specific assortments and stronger consumer engagement.
Overall, Reebok enters the coming year with a stronger retail footprint, improving brand heat, a strengthened footwear innovation pipeline and expanding opportunities across apparel, womenswear, sneakers, performance wear and accessories. The brand remains focused on strengthening core footwear, scaling high-potential categories, expanding Reebok small town model, improving channel productivity and investing in brand salience to drive sustainable and profitable growth in Indiaâs evolving sportswear market.
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American Eagle has established itself in India as a youth-focused casualwear brand, with denim at the heart of its proposition. As the brand completes seven years in India, it has built a growing multi-channel presence across exclusive brand outlets, department stores and e-commerce platforms.
The brand has developed a strong position amongst young consumers through its casual, denim-led lifestyle offering. American Eagle currently operates a network of over 70 stores across the country and remains a strong profitable growth player within the portfolio.
The current focus is on improving store productivity, merchandise effectiveness, sourcing efficiency and inventory health. Future growth is expected to be driven by like-to-like improvement, selective new store expansion, stronger channel execution and better profitability.
Denim continues to be American Eagleâs strongest strategic anchor.
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Alongside denim, the brand continues to strengthen adjacent categories such as menâs top wear and light winter-wear, making the overall casualwear offer more relevant for everyday youth dressing.
Product newness remains an important growth driver. Key launches such as flannel shirts, baggy jeans and pleated baggy jeans reflect the brandâs
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focus on contemporary fits, comfort and youth-led fashion trends. Brand campaigns and consumer engagement initiatives also supported American Eagleâs relevance with young consumers. The Ananya x Lakshya campaign helped strengthen the brandâs fashion-forward imagery and connect with the youth audience, while reinforcing its denim-led casualwear proposition.
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Van Heusen Innerwear operates in one of Indiaâs largest and most habit-driven apparel categories, where comfort, fit consistency, trust and availability are key drivers of consumer choice. The broader innerwear market remains significantly unorganised, creating a strong opportunity for credible national brands to scale through dependable products, wider access and stronger consumer trust.
Within this context, Van Heusen Innerwear has built a meaningful platform, supported by the strength and credibility of the Van Heusen parent brand, improving product acceptance, and a consumer shift towards premi-umisation. The brand is positioned as a premium, dependable and accessible innerwear and comfort-wear brand for consumers looking to upgrade everyday essentials without compromising on reliability.
The portfolio spans menâs and womenâs innerwear, comfort-led outerwear categories, athleisure, activewear, socks, winterwear and shapewear.
Menâs innerwear continues to remain a core strength, while womenâs innerwear and selected outerwear segments are emerging as important growth drivers.
During FY26, the brand focused on reducing losses while strengthening the quality of growth across channels. Retail continued to gain momentum, supported by a network of over 100 stores and double-digit like-to-like growth during the year. This reflected healthy consumer traction and contin-
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VAN HEUSEN INNERWEAR HAS BUILT A MEANINGFULÂ PLATFORM,SUPPORTED BY THEÂ STRENGTH AND CREDIBILITYÂ OF THE VAN HEUSEN PARENTÂ BRAND, IMPROVING PRODUCTÂ ACCEPTANCE, AND AÂ CONSUMER SHIFT TOWARDSÂ PREMIUMISATION.
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ued momentum in the retail channel.
E-commerce also remained an important growth channel, with the brand expanding its presence across newer formats, including quick commerce. The trade channel continued to scale distribution, with the brand now present across 38,000 outlets. The expansion of the Automated Replenishment System across distributors is expected to further improve availability, replenishment efficiency and channel productivity.
Through innovation-led product development, supported by a sharper product architecture, greater availability of proven styles, expanded retail and digital access and differentiated comfort-led offerings, the brand aims to become a more relevant part of consumersâ everyday wardrobes.
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Brand Portfolio Alignment with the Evolving Indian Wardrobe
Your Companyâs portfolio strength is that it is not built around a single category, occasion, or consumer archetype. Instead, it is designed around the evolving wardrobe of the Indian consumer. The Company participates across workwear, casualwear, celebration dressing, denim, sportswear, innerwear, footwear, accessories, and kids wear, enabling it to serve consumers across different life stages, occasions, and consumption moments.
The established lifestyle brands provide strong depth in formalwear, premium dressing, and smart casuals, while emerging platforms such as Reebok, American Eagle, and Van Heusen Innerwear extend the Companyâs presence into activewear, youth fashion, denim, sportswear, and everyday comfort categories. This creates a portfolio that is broad in reach yet sharply positioned, capturing multiple wardrobe needs within the same household.
Exploring Fast-Growing Segments
Your Company is strengthening its long-term growth profile by building meaningful positions in fast-growing categories beyond its traditional core. Sportswear, sneakers, athleisure, youth denim, premium innerwear, comfort wear and accessories represent attractive growth spaces where the Company is developing stronger brand platforms.
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These segments reflect evolving consumer behavior and provide fresh avenues for scale and premiumization. Importantly, these growth engines complement the established lifestyle business rather than dilute it. By combining the stability of core brands with the upside of emerging categories, the Company is creating a more balanced and future-facing portfolio capable of capturing both current demand and next-generation consumption shifts.
Expanding Into Large Market White Spaces
Your Company already has a large and diversified presence across cities, towns, and consumption channels, including exclusive brand outlets, department stores, e-commerce marketplaces and other partner-led formats.
At the same time, significant headroom for growth remains. New malls, high streets, small-town markets and white spaces within existing cities and towns continue to offer attractive expansion opportunities. As consumer aspirations deepen beyond metros and large cities, the Company is well positioned to expand reach, improve accessibility, and capture a larger share of the growing apparel and lifestyle market.
Enabling Consumer Trade-Up Through a Strong Price Ladder
A key portfolio advantage for your Company is its well-structured price-
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point ladder, which allows the Company to participate across affordability, aspiration, premium, and bridge-to-luxury consumption. Consumers can enter the portfolio through trusted value-premium propositions and progressively move towards more premium offerings as their income, lifestyle, and wardrobe aspirations evolve.
Brands such as Peter England provide strong access to value-premium consumers, while premium and bridge-to-luxury propositions such as Louis Philippe and Philippe by Louis Philippe enable the Company to participate at higher price points. This ladder is strategically powerful because it allows the Company to retain consumers through their upgrade journey, rather than losing them to competing brands as they move up the consumption curve.
By operating across multiple price bands, the Company is able to build scale in the mid-premium and premium segments, while also driving superior realization, margin expansion and value growth at the premium end of the portfolio.
Driving Operating and Inventory Efficiency
Operating efficiency remains a critical portfolio-level lever for converting growth into sustainable profitability. Across brands, your Company continues to focus on sharper demand planning, improved replenishment, stronger availability of winning
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products, reduction of aged inventory, tighter discount control and disciplined working capital management.
These interventions are particularly important in a large multi-brand fashion business, where inventory freshness has a direct impact on margins,
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cash flow, consumer experience and brand perception. The Company is also focused on improving efficiency across its manufacturing and sourcing ecosystem, with continuous, step-bystep improvements aimed at enhancing productivity, cost competitiveness and
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responsiveness to market demand.
Strengthening Direct-To-Consumer Strategy
Your Companyâs direct-to-consumer strategy is focused on building deeper consumer relationships across both physical and digital touchpoints. The Companyâs retail network, brand websites, and Super App together create an integrated ecosystem that enables direct engagement with consumers across discovery, purchase, fulfilment and repeat interaction.
Retail continues to remain a key pillar of this strategy, offering brand-controlled experiences, stronger merchandising, improved service standards, and deeper local-market engagement. At the same time, digital channels are enabling wider reach, sharper personalisation, better consumer data, and more frequent engagement across the portfolio.
The Company will continue to strengthen its D2C capabilities through improved retail execution, enhanced digital journeys, loyalty and CRM-led engagement, crossbrand discovery through the Super App, and stronger integration between stores and online channels. This approach is expected to improve consumer convenience, increase retention, support higher lifetime value, and build stronger brand affinity across the Companyâs portfolio.
Building a Technology-First and AI-Ready EcosystemHuman Resource: Sustaining a Future-Ready Organization
Undertaking Digital-First Initiatives
Over the past few years, your Company has undertaken a comprehensive technology transformation journey to build a scalable, integrated, and future-ready digital foundation for the business. During FY26, the Company progressed several key initiatives across enterprise platforms, retail systems, omnichannel commerce, inventory visibility, workflow automation, and cloud infrastructure. These initiatives are helping create a modern technology architecture that supports the Companyâs diversified portfolio across lifestyle brands, sportswear, youth fashion, innerwear, footwear, accessories, and other emerging categories.
Implementing Tech-led Operational Efficiency
With the core technology backbone now largely in place, your Company is increasingly focused on leveraging digital capabilities to drive business growth, enhance consumer experiences, and improve operating efficiency.
Across product development and merchandising, data, analytics, and Al-led capabilities are enabling sharper trend sensing, demand forecasting, assortment planning, and faster product lifecycle management. These capabilities support improved speed-to-market, greater product relevance, and more informed decision-making across brands and categories.
Responsive Supply Chains and
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As your Company enters its next phase of growth, it remains focused on building an agile, high-performing and future-ready organisation capable of winning in a dynamic marketplace. Following the successful stabilisation of the postdemerger operating model, the focus is now on enhancing organisational effectiveness, accelerating decisionmaking and strengthening collaboration across businesses to drive greater speed, productivity and execution excellence.
Leveraging Portfolio Synergies
Your Company continues to unlock the benefits of its diversified portfolio by fostering greater collaboration across brands, formats and functions. Through shared capabilities, knowledge exchange and talent mobility, the Company aims to leverage the strength of its collective ecosystem while preserving the entrepreneurial focus of individual businesses. This approach is expected to create operational efficiencies, accelerate innovation and support sustainable value creation.
Building Leadership and Functional Capabilities
A strong leadership pipeline remains central to your Companyâs long-term success. During the year, the Company continued to invest in leadership development, succession planning and capability building to ensure that the organisation is equipped to navigate future opportunities and challenges.
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Within supply chain and planning, your Company continues to strengthen real-time inventory visibility, intelligent allocation and automated replenishment across its network. These initiatives are helping improve product availability, optimise inventory productivity, reduce markdowns, and create a more responsive supply chain capable of serving consumers seamlessly across physical and digital channels.
Technology is also playing an increasingly important role in enhancing store operations and omnichannel execution. Advanced analytics, assisted selling tools, omnichannel fulfilment capabilities, and digital retail solutions are helping improve store productivity, strengthen execution, and create a more connected shopping experience. As the Company continues to expand its physical footprint alongside its digital presence, technology remains a key enabler of a seamless omnichannel ecosystem.
Consumer engagement remains at the centre of your Companyâs digital strategy. The Company continues to strengthen its direct-to-consumer ecosystem through brand websites, mobile applications, marketplace integrations, loyalty platforms and customer relationship management capabilities. The Companyâs Super App provides consumers with a more integrated digital experience, enabling seamless discovery and movement across brands within the portfolio. The Company will continue to leverage this platform to deepen engagement, improve cross-brand discovery, and strengthen consumer retention across touchpoints.
Artificial intelligence and automation are expected to play an increasingly important role in the next phase of your Companyâs transformation journey.
The Company is leveraging Al-driven insights, workflow automation and advanced analytics to improve decisionmaking, simplify processes and enhance productivity across functions.
Looking ahead, your Companyâs focus will be on maximising the value of its technology investments by driving greater agility, scalability, and consumer centricity across the enterprise. By combining strong digital capabilities with its portfolio of leading brands, extensive retail network, and growing omnichannel presence, the Company is building a technology-enabled fashion ecosystem designed to support sustainable growth and long-term value creation.
The Company remains committed to nurturing internal talent while selectively bringing in external expertise to strengthen critical capabilities and support future growth ambitions.
Digital enablement is increasingly becoming a key driver of organisational effectiveness. Building on the technology transformation undertaken over the past few years, your Company is embedding digital capabilities, data-driven decision-making, automation and Al-led tools across business processes. These initiatives are aimed at improving productivity, simplifying workflows, enhancing customer engagement and enabling more agile and informed decision-making across the enterprise.
Your Company remains focused on building a strong talent pipeline and developing world-class functional capabilities across retail, merchandising, design, supply chain, marketing, digital and corporate functions. Through structured learning interventions, leadership development programmes and enhanced career mobility opportunities, the Company is creating an environment that supports continuous growth and prepares employees for evolving business needs.
Performance excellence continues to be a core element of Your Companyâs culture. The Company is focused on strengthening accountability, reinforcing meritocracy and fostering a culture of disciplined execution. By aligning goals, performance expectations and development opportunities, the Company seeks to create a high-performance organisation that consistently delivers superior outcomes for customers, shareholders and other stakeholders.
As competition for talent intensifies, your Company is committed to strengthening its position as an employer of choice. The Company continues to invest in enhancing the employee value proposition, creating meaningful career opportunities, strengthening leadership visibility and fostering an inclusive and engaging workplace culture.
These efforts are aimed at attracting, developing and retaining high-quality talent across the organisation.
Looking ahead, your Company will continue to build a future-ready organisation by combining leadership depth, strong functional capabilities, digital enablement, and a performance-driven culture. These priorities will help the Company support its growth ambitions while creating a more agile, collaborative, and responsive workplace.
Sustainability:_
Transforming with Purpose
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Sustainability is deeply embedded in ABLBLâs business strategy, reflecting its belief that long-term economic growth must go hand in hand with environmental and societal priorities. Over the past decade, the Company has evolved from a compliance-led approach to an integrated sustainability strategy spanning design, sourcing, manufacturing, operations and consumer engagement. Through its flagship ReEarth programme, launched in FY2013, ABLBLâs Sustainability 1.0 journey focused on establishing strong foundations across regulatory compliance, resource efficiency, safety, risk management and organizational capability, embedding responsible practices across its manufacturing and warehousing operations.
Building on these foundations, Sustainability 2.0 shifted the focus towards deeper integration, measurable impact and product-led sustainability. ABLBL strengthened ESG governance and disclosures, expanded renewable energy adoption, advanced responsible sourcing, digitized sustainability management through the ReEarth Portal, and achieved key milestones including Zero Waste to Landfill certification, ISO 50001 certification and SBTi validation of near-term emission reduction targets. As a standalone entity following the demerger from ABFRL in May 2025, ABLBL is now
progressing towards Sustainability 3.0, focused on enterprise-wide integration, accelerated climate action and circular business models to strengthen resilience, stakeholder trust and longterm value creation.
For FY 2025-26, your company delivered strong sustainability outcomes, reinforcing its credentials as a responsible fashion leader. The following scorecard summarises key ESG metrics:
Renewable Energy Consumption
Wastewater Recycled
Rainwater Harvested
Female in permanent Workforce
Fatalities across Operations
Products with Sustainability Attribute
At Aditya Birla Lifestyle Brands Limited (ABLBL), sustainability is evolving from a focus on operational excellence to becoming a strategic enabler of resilient growth, innovation, and longterm value creation. As consumer expectations, regulatory requirements, investor priorities, and climate-related challenges continue to reshape the business landscape, the Company is embedding sustainability more deeply into its strategy, operations, products, and stakeholder engagement.
Building on the foundations established through Sustainability 1.0 and the impact delivered through Sustainability 2.0, ABLBL is transitioning towards Sustainability 3.0âa future-focused framework designed to accelerate transformation and create measurable environmental, social, and business value. The framework aligns with the Aditya Birla Groupâs vision of being a Force for Good and supports the Companyâs ambition of building future-ready brands, responsible products, climate resilience, and inclusive growth. The Sustainability 3.0 roadmap is anchored on five strategic themes that will guide the Companyâs journey towards 2030.
Your company is working towards building future-ready brands by integrating sustainability into brand purpose, consumer engagement, and business priorities. As consumers increasingly seek responsible fashion choices, the Company will continue to strengthen initiatives that promote conscious consumption, enhance brand
transparency, and support circular business models. Sustainability is expected to become an important differentiator across the brand portfolio, enabling stronger customer engagement and long-term brand value creation.
Your Company aims to advance responsible product ecosystems by strengthening the use of sustainable raw materials, circular design principles, responsible sourcing, and supply chain sustainability. Through its ReEarth platform and other circularity initiatives, ABLBL is working towards reducing material intensity, increasing resource efficiency, and promoting product life-cycle management practices that support reuse, recycling, and waste reduction. These efforts are intended to drive greater product transparency while supporting the transition towards a more circular fashion industry.
Addressing climate change remains a strategic priority. Your Company
is advancing its decarbonization journey through increased renewable energy adoption, energy efficiency programmes, and value-chain engagement. Investments in renewable power infrastructure and operational improvements are expected to support the Companyâs ambition of significantly reducing greenhouse gas emissions across its operations while building long-term climate resilience. By integrating climate considerations into business planning and decision-making, ABLBL aims to contribute to the broader transition towards a low-carbon economy.
Your company remains committed to fostering a culture where safety, health, and well-being are integral to business excellence. The Company continues to strengthen its Zero Harm approach through robust safety systems, digital monitoring tools, compliance reviews, structured training programmes, and continuous improvement mechanisms. Beyond workplace safety, the focus extends to holistic physical and mental well-being, diversity and inclusion, and creating an enabling environment where employees can thrive and contribute to sustainable business success.
Your company believes that longterm business success is intrinsically linked to community well-being and inclusive development. Through focused interventions in education, health and sanitation, sustainable livelihoods, water stewardship, and digital empowerment, ABLBL continues to create meaningful social impact across communities. Programmes such as Project Kaushalya and employee volunteering initiatives further strengthen the Companyâs commitment to enhancing livelihoods, building local capabilities, and supporting resilient communities.
These initiatives contribute to broader societal progress while reinforcing the Companyâs role as a responsible corporate citizen.
As your company progresses towards 2030, Sustainability 3.0 will serve as the Companyâs strategic framework for accelerating transformation and creating long-term value for stakeholders. By embedding sustainability into growth, innovation, consumer engagement, and decision-making, the Company aims to strengthen business resilience while contributing meaningfully to the well-being of people, the planet, and the products it creates. Sustainability will remain a key driver of competitive advantage, enabling the Company to lead the transition towards a more responsible, circular, and future-ready fashion ecosystem.
Risk_
Management
Your Company recognizes the importance of a robust governance structure and effective risk management in ensuring sustained performance and growth. An integrated approach has been adopted, combining the COSO framework with the Task Force on Climate-related Financial Disclosures (TCFD), to strike a balance between financial, social, and environmental priorities. This approach aligns risk management with performance and strategy, delivering long-term value to stakeholders. To oversee the identified risks and mitigation plans, a dedicated Risk Management and Sustainability Committee (RMSC) has been established. The committee, supported by the Chief Risk Officer, Head of Sustainability, and Risk Management Committees, continuously monitors and evaluates risks from strategic, operational, financial, environmental, and compliance perspectives. Internal and external business environments are carefully monitored to identify potential risks and opportunities. Periodic assessments by the established committees and internal functions ensure ongoing evaluation of risks. Mitigation plans are implemented to manage key risks and minimize residual risks, safeguarding the companyâs interests. This proactive risk management approach provides the foundation for effective decision-making and resilience in the face of evolving challenges.
Risks
Impacts of Macro-economic Environment
Global economic uncertainty, inflationary pressures, elevated household indebtedness and fluctuations in consumer sentiment may impact discretionary spending. Prolonged demand softness could affect sales growth, profitability and inventory productivity across categories.
Your Company seeks to mitigate this risk through a diversified portfolio spanning multiple consumer segments, categories and price points, supported by disciplined cost management and agile business planning. The Company continues to strengthen inventory management, working capital efficiency, sourcing flexibility and channel mix optimisation, enabling it to respond effectively to changing market conditions while supporting sustainable long-term growth.
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Road Ahead - Your Companyâs three Focus Pillars
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Rapidly changing consumer preferences, evolving lifestyles and increasing digital influence continue to reshape fashion consumption patterns. Failure to anticipate these shifts could impact product relevance, customer engagement and market share. Your Company continuously invests in consumer insights, product innovation, category expansion and digital capabilities to remain relevant across diverse consumer segments and occasions. The Company focuses on delivering a compelling value proposition through differentiated products, enhanced customer experiences and a balanced portfolio that caters to evolving consumer needs.
The increasing use of digital platforms, interconnected systems and consumer data heightens exposure to cybersecurity threats, data breaches and operational disruptions. Any significant incident could impact business continuity, stakeholder trust and brand reputation.
Your Company maintains a comprehensive cybersecurity and resilience framework supported by robust security controls, continuous monitoring, disaster recovery and business continuity processes. The Company also undertakes regular employee awareness programmes, vulnerability assessments and governance reviews to strengthen cyber preparedness and safeguard critical information assets.
Increasing competition for premium retail locations may constrain access to high-quality spaces and result in higher occupancy costs. This could affect expansion plans, store economics and profitability.
Your Company leverages its strong market presence and long-standing relationships with developers and landlords to secure strategic retail locations. The Company also focuses on improving store productivity, optimising space utilisation and enhancing the in-store experience to maximise returns on its retail investments.
As the company scales across multiple verticalsâdesign, retail, marketing, e-commerce, and moreâthere is an increasing need for skilled talent. In Indiaâs competitive fashion retail sector, attracting and retaining top professionals is a key challenge. Your Company continues to invest in leadership devel
opment, succession planning, capability building and employee engagement initiatives. The Company focuses on creating a strong employee value proposition, fostering internal mobility and building a high-performance culture to attract and retain talent across its businesses. Being part of the Aditya Birla Group further strengthens the Companyâs talent advantage, providing access to a diverse and experienced talent pool in the consumer segment.
The Indian fashion and lifestyle market remains highly competitive, with the presence of domestic players, international brands, digital-first businesses and emerging direct-to-con-sumer brands. Increased competition may lead to pricing pressures, higher customer acquisition costs and potential market share erosion.
Your Company focuses on strengthening brand equity, enhancing product innovation, expanding consumer reach and delivering differentiated experiences across channels. Its di-
Your Company enters the next phase with stronger brands, clearer strategic priorities, and the benefits of scale in Indiaâs branded fashion and lifestyle market. Having demonstrated healthy growth, improved profitability, and operating resilience through FY26, the Company is now focused on converting its brand strength, consumer reach, and distribution depth into a more productive and value-accretive business model.
Building Indiaâs Largest Western-Wear Branded fashion and lifestyle Portfolio : Over the next five years, the Companyâs ambition is to build Indiaâs largest western-wear branded portfolio. This will be achieved by addressing all meaningful wardrobe occasions across formalwear, casualwear, innerwear, athleisure, and sportswear, while expanding across apparel, footwear, and accessories. With established lifestyle brands and emerging platforms in sportswear, youth denim, and innerwear, the company is well positioned to serve evolving consumer needs across occasions, categories, and price points. Constant Product innovation, foray into newer consumption markets, roll out of new distribution models, continuous expansion of consumer wallet share will guide our growth strategy going forward.
Emphasis On Profitable and Efficient Growth :Â Concurrently, the Company will continue to place strong emphasis on profitable and
versified portfolio, omni-channel presence and deep consumer understanding help maintain competitiveness and support long-term growth.
The increasing reliance on digital platforms, automation, analytics and artificial intelligence presents risks relating to technology obsolescence, integration complexity, implementation challenges and evolving regulatory expectations. Failure to effectively adopt emerging technologies may impact operational efficiency and competitiveness.
Your Company adopts a disciplined approach to technology transformation, focusing on scalable platforms, phased implementation and strong governance. The Company continues to invest in digital capabilities, data quality, process integration and responsible AI adoption, ensuring that technology enhances business agility, productivity, decision-making and customer engagement while maintaining appropriate oversight and controls.
efficient growth, with the aspiration to deliver double-digit growth in sales and EBITDA over the medium term. This will be supported by better demand planning, faster replenishment, healthier inventory turns, tighter discount control, stronger working capital discipline, and improved operating efficiency across brands and channels. The opportunity ahead remains substantial, supported by rising consumer aspirations, increasing preference for trusted brands, premiumisation and the broadening of wardrobe needs. Healthy cash flows, sustained profitability and strong return on capital employed provide the financial flexibility to invest behind brand building, retail expansion, product innovation, category extensions and digital capabilities.
Scaling High-Potential Growth Spaces : The strategy ahead will be anchored in strengthening core businesses while scaling high-potential growth spaces. The focus will be on constantly driving brand relevance, building sharper product propositions, enhancing retail productivity, expanding product categories, and deepening consumer engagement across physical and digital channels. Aggressive distribution expansion, driving reach and penetration into markets, across the portfolio will remain an important growth lever. Looking ahead, the Companyâs emphasis will be not only on growth, but on growth that is more efficient, cash generative and value-accretive for all stakeholders.
|
1. Financial Performance and Analysis |
 |  |
(Amount in ' Crore) |
|
|
Particulars |
Standalone |
Consolidated |
||
| Â |
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
|
Revenue from Operations |
8,373.14 |
7,829.73 |
8,395.81 |
7,829.96 |
|
Other Income |
84.04 |
77.27 |
85.05 |
77.71 |
|
Total Income |
8457.18 |
7907.00 |
8480.96 |
7907.67 |
|
EBITDA |
1,372.46 |
1,268.12 |
1,429.06 |
1,269.47 |
|
Finance Costs |
355.94 |
376.95 |
364.44 |
382.00 |
|
Depreciation |
788.09 |
701.65 |
795.39 |
705.73 |
|
Profit/ (Loss) Before Tax |
179.46 |
91.19 |
220.20 |
83.41 |
|
Current Tax |
20.63 |
- |
22.18 |
- |
|
Deferred Tax Charge/(Credit) |
24.23 |
22.19 |
26.97 |
23.81 |
|
Net Profit/ (Loss) After Tax |
134.60 |
69.00 |
171.05 |
59.60 |
|
Standalone performance |
 |  |
(Amount in ' Crore) |
|
|
Particulars |
 |  |
As at March 31, 2026 |
As at March 31, 2025 |
|
Net Working Capital (l) (A) |
 |  |
1,477.39 |
1,41710 |
|
Net Fixed Assets (including Capital work-in-progress) (B) |
 |  |
653.15 |
519.97 |
|
Deferred Tax Asset (C) |
 |  |
105.35 |
129.91 |
|
Capital Employed (D = A + B + C) |
 |  |
2,235.89 |
2,066.98 |
|
Investments (2) (E) |
 |  |
55.00 |
35.00 |
|
Right-of-use assets (F) |
 |  |
1,774.20 |
1,523.53 |
|
Goodwill (3) (G) |
 |  |
627.67 |
627.67 |
|
Total Capital Employed (H = D + E + F + G) |
 |  |
4,692.76 |
4,253.18 |
|
Net Worth |
 |  |
1,393.11 |
1,293.90 |
|
Debt |
 |  |
719.57 |
851.22 |
|
Lease Liability |
 |  |
2,184.40 |
1,980.26 |
|
Notes: |
 |  |  |  |
|
(1) Net working Capital |
 |  |
(Amount in ' Crore) |
|
|
Particulars |
 |  |
As at March 31, 2026 |
As at March 31, 2025 |
|
Inventory |
 |  |
2,319.62 |
2,107.52 |
|
Trade Receivables |
 |  |
1,171.54 |
1,325.48 |
|
Cash and Bank Balances |
 |  |
88.98 |
53.06 |
|
Other Assets |
 |  |
676.14 |
616.65 |
|
Less: Trade Payables |
 |  |
2,236.11 |
2,118.27 |
|
Less: Other Liabilities |
 |  |
542.77 |
567.35 |
|
Net Working Capital |
 |  |
1,477.39 |
1,417.10 |
(2) Â Â Â Investments includes ' 55 Crore towards investments in Subsidiary (Previous year: ' 35 Crore).
(3)    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 ' 627.67 Crore.
Your Company reported revenue of ' 8,373.14 Crore (previous year ' 7,829.23) during the financial year, recording a growth of 7 % over the previous year.
The EBITDA of the Company is ' 1,372.46 Crore (previous year ' 1,268.12 Crore). The EBITDA margin for the Company improved from 16.20% to 16.39% during the year.
Borrowings have decreased from ' 851.22 Crore in the previous year to ' 719.57 Crore. The Company has raised ' 499.52 Crore through fresh borrowings and have repaid borrowings of ' 631.18 Crore during the year.
Credit Ratings
CRISIL Limited has assigned a new credit rating i.e., CRISIL AA+/Stable, on Non-Convertible Debentures. The details of Credit rating as on March 31, 2026 are disclosed in the âGeneral Shareholder Information' forming part of this Integrated Annual Report.
|
Non-Convertible Debentures (âNCDsâ) |
||
|
Redemption Redeemed Series 1 NCDs of ' 500 Crore (Rupees Five Hundred Crores only) on January 30, 2026 |
||
|
Allotment Issued and allotted 50,000 Listed, Unsecured, Rated, Redeemable Non-Cumulative, NCDs at face value of ' 1,00,000 (Rupees One Lakh only) each aggregating to ' 500 Crore (Rupees Five Hundred Crores only) with the coupon rate 7.22% p.a. on Private Placement Basis on March 18, 2026. |
||
|
The details of outstanding NCDs as on March 31, 2026 are disclosed in the âGeneral Shareholder Information' forming part of this Integrated Annual Report. Standalone Key financial ratios |
||
|
Particulars |
As at As at March 31, 2026 March 31, 2025 |
|
|
Debtors Turnover Ratio (times) |
6.71 |
6.91 |
|
Inventory Turnover Ratio (times) |
3.78 |
3.63 |
|
Interest Coverage Ratio (times) |
2.43 |
1.67 |
|
Current Ratio (times) |
1.25 |
1.08 |
|
Debt Equity Ratio (times) |
0.35 |
0.39 |
|
EBITDA Margin (%) |
16.39% |
16.20% |
|
Operating Profit Margin (%) |
6.98% |
7.23% |
|
Net Profit Margin (%) |
1.61% |
0.88% |
|
Return on Net Worth |
9.66% |
5.33% |
|
Return on Average Capital Employed (%) |
12.71% |
10.89% |
|
Note (1) Company has excess liquid Investment and cash over its debt. |
||
Net Profit Margin (%): Increase in Profit After Tax compared to previous year Return on Net Worth (%): Increase in EBIT with reduction in average capital employed
At consolidated level, your Company reported a revenue of ' 8,395.81 Crore (previous year ' 7,829.96 Crore) and EBITDA of ' 1,429.06 Crore with EBITDA margin at 17.02% (previous year ' 1,269.46 Crore with EBITDA margin at 16.21 %).
The Board of Directors have recommended a dividend of ' 0.50 (fifty paisa) per equity share of face value of 10/- each aggregating to ' 61.03 Crore and dividend of 8% on the outstanding Non-Convertible Non-Cumulative Redeemable preference shares aggregating to ' 0.04 Crore for the financial year 2025-26. The dividend proposed is subject to approval of members in the ensuing Annual General Meeting of the Company.
The recommended dividend is in line with our Company's Dividend Distribution Policy. The Company has fixed âFriday, August 7, 2026â as the Record Date for determining entitlement of Members for payment of dividend on equity shares & preference shares for FY 2025-26.
The Board of Directors of the Company has decided not to transfer any amount to reserves out of the profits earned during FY 2025-26.
|
4. SHARE CAPITAL |
||
|
Equity Share Capital - Subscribed and paid-up share capital |
No. of Shares |
Amount in ' |
|
At the beginning of the year, i.e., as on April 1, 2025 |
50,000 |
5,00,000 |
|
Increase during the year on account of Demerger scheme1 |
1,22,02,94,773 |
12,20,29,47,730 |
|
Increase during the year on account of ESOP allotment |
2,26,876 |
22,68,760 |
|
Shares Cancelled during the year" |
(50,000) |
(5,00,000) |
|
At the end of the year, i.e., as on March 31, 2026 |
1,22,05,21,649 |
12,20,52,16,490 |
|
Preference share capital |
||
|
At the beginning of the year, i.e., as on April 1, 2025 |
- |
 |
|
Increase during the year# |
5,55,000 |
55,50,000 |
|
At the end of the year, i.e., as on March 31, 2026 |
5,55,000 |
55,50,000 |
a. Â Â Â Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 (âActâ) and the Articles of Association of the Company, Ms. Ananyashree Birla, Non-Executive Director (DIN: 06625036) is due to retire by rotation at the ensuing Annual General Meeting (âAGMâ) and being eligible, has offered herself for re-appointment.
Resolution seeking her re-appointment alongwith her profile as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ)Â forms part of the Notice of the AGM.
b. Â Â Â Appointment of Directors
During the year under review Board of Directors have appointed the following:
|
Name |
DIN |
Designation |
Date of Appointment |
|
Mr. Ashish Dikshit |
01842066 |
Managing Director |
May 1, 2025 |
|
Mr. Vishak Kumar |
09078653 |
Deputy Managing Director & CEO |
May 1, 2025 |
|
Ms. Ananyashree Birla |
06625036 |
Non-Executive Director |
May 20, 2025 |
|
Mr. Aryaman Vikram Birla |
08456879 |
Non-Executive Director |
May 20, 2025 |
|
Mr. Arun Adhikari Kumar |
00591057 |
Independent Director |
May 20, 2025 |
|
Mr. Nish Bhutani |
03035271 |
Independent Director |
May 20, 2025 |
|
Ms. Preeti Vyas |
02352395 |
Independent Director |
May 20, 2025 |
|
Mr. Sunirmal Talukdar |
00920608 |
Independent Director |
May 20, 2025 |
|
Mr. Venkatesh Satyaraj Mysore |
01401447 |
Independent Director |
May 20, 2025 |
|
Mr. Yogesh Chaudhary |
01040036 |
Independent Director |
May 20, 2025 |
|
Mr. Pankaj Sood |
05185378 |
Non executive Director |
May 23, 2025 |
During the year under review, Mr. Jagdish Bajaj (DIN: 08498055) and Mr. Anil Kumar Malik (DIN: 00170411) resigned from their positions as Non-Executive Directors of the Company w.e.f. the close of business hours on May 20, 2025, pursuant to the reconstitution of the Board in accordance with the Demerger Scheme.
The Board placed on record its sincere appreciation for the valuable contribution and services rendered by the Directors during their tenure with the Company.
In accordance with the provisions of Section 203 of the Act, following are the KMPs of the Company as on date of this Report:
|
Sr. No. |
Name |
Designation |
|
1. |
Mr. Ashish Dikshit |
Managing Director (appointed w.e.f. May 1, 2025) |
|
2. |
Mr. Vishak Kumar |
Deputy Managing Director & CEO (appointed w.e.f. May 1, 2025) |
|
3. |
Mr. Dharmendra Lodha |
Chief Financial Officer (appointed w.e.f. May 15, 2025) |
|
4. |
Mr. Rameez Shaikh |
Company Secretary & Compliance Officer (appointed w.e.f. April 20, 2026) |
|
5. |
Mr. Rajeev Agrawal |
Company Secretary & Compliance Officer (appointed w.e.f. May 15, 2025 till closure of business hours of November 30, 2025) |
|
6. |
Ms. Sonia Bhandari |
Interim Company Secretary & Compliance Officer (appointed w.e.f. February 16, 2026 till closure of business hours of April 19, 2026) |
In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board, on recommendation of the Nomination and Remuneration Committee (âNRCâ), had adopted a Nomination Policy, which inter alia enumerates the Company's policy on appointment of directors, 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.ablbl.in/wp-content/uploads/2025/06/ Nomination-Policy.pdf
Salient features of the aforesaid policies are as under:
>    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 key managerial personnel 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;
⢠   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
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 Policy 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 Members and intends to provide for monetary and non-monetary remuneration elements to our executives on a holistic basis and emphasize âPay for Performanceâ by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.
The Board undertook an annual evaluation of its own performance, the performance of individual Directors, and the effectiveness of its Committees in Compliance with the Act and SEBI Listing Regulations and the Nomination Policy of the Company, as amended from time to time for the Financial year 2025-26. The evaluation of Non-Independent Directors and the Board as a whole was carried out by the 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. |
|
Committees |
The evaluation of Committee is done by Board members considering their mandate, composition, decision-making support and contribution to the Boardâs functioning etc. |
The Board at its meeting discussed the performance of the Board, as a whole, its Committees 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 disclosed in the Corporate Governance Report forming part of this Integrated Annual Report.
The Company has received necessary declaration from each Independent Director of the Company stating that:
(i) Â Â Â they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBIÂ Listing Regulations (âsaid declarationsâ).
(ii) Â Â Â 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.
The Board met 10 (Ten) times during the year under review. The details of such meetings are disclosed in the âCorporate Governance Reportâ forming part of this Integrated Annual Report.
The Board has constituted 5 (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 the business needs.
Details of all the Committees, along with their terms of reference, composition and meetings held during the year, are provided separately in the Corporate Governance Report forming part of this Integrated Annual Report.
The Board noted the guidance issued by the National Financial Reporting Authority (âNFRAâ) vide its Circular dated January 7, 2026 (âsaid Circularâ), on effective communication between Statutory Auditors and Those Charged with Governance (âTCWGâ), 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:
i.    All Members of the Audit Committee, with the Chairperson of the Audit Committee designated as the Nodal Officer and to chair TCWG meetings;
ii. Â Â Â Managing Director (MD); and
iii. Â Â Â Deputy Managing Director & Chief Executive Director (DMD & CEO)
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 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 at [email protected].
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 (âNRCâ) has duly implemented the:
a. Â Â Â Aditya Birla Lifestyle Brands Limited Special Purpose Employee Stock Option Scheme (ABLBL ESOP Scheme 2017Â & ABLBL TCNS ESOP Scheme)
b.    Aditya Birla Lifestyle Brands Limited Special Purpose Employee Stock Option Scheme (âABLBL ESOP Scheme 2019â)
c. Â Â Â Aditya Birla Lifestyle Brands Limited Employee Stock Option and Performance Stock Unit Scheme 2025 (âABLBLÂ ESOP Scheme 2025â)
to grant the stock options, in the form of Options, Restricted Stock Units (âRSUsâ) and Performance Stock Unit (âPSUâ), to the employees of the Company.
All the Schemes of the Company i.e. ABLBL ESOP Scheme 2017 & ABLBL TCNS ESOP Scheme, ABLBL ESOP Scheme 2019 and ABLBL ESOP Scheme 2025 are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB & SE Regulationsâ) and in terms of the approvals granted by the Members 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 RSUs.
The above Schemes are in compliance with the SEBI SBEB & SE Regulations and are available on the website of the Company at https://www.ablbl.in/investors/employee-stock-option-schemes/
In terms of the provisions of Regulation 14 and Part F of Schedule I of the SEBI SBEB & SE Regulations, details of the aforesaid schemes are available on the website of the Company i.e., www.ablbl.in.
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 by the members at the ensuing Annual General Meeting.
Your Company has instituted Aditya Birla Lifestyle Brands Limited Special Purpose Stock Appreciation Rights Scheme (ABLBL SAR Scheme 2019 and ABLBL SAR Scheme 2024) and Aditya Birla Lifestyle Brands Limited Stock Appreciation Rights Scheme 2025 (âSAR Scheme 2025â) in the year 2025.
The SAR Schemes, 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.
The audited financial statements of your Company for the year under review (âfinancial statementsâ) are in conformity
with the requirements of the Companies Act, 2013 read with the rules made thereunder (âActâ) 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
Your directors confirm that:
a)    in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
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 profit 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) Â Â Â the annual accounts of your Company have been prepared on a âgoing 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. AUDITORS AND AUDITORS REPORT |
||
|
Auditor |
Auditors Report |
|
|
Statutory Auditor |
¦ |
Price Waterhouse & Co Chartered Accountants LLP (FRN: 304026E/E-300009), were appointed as the Statutory Auditors of the Company at the 1st Annual General Meeting (âAGMâ), for a term of five consecutive years, till the conclusion of the 6th AGM to be held in the year 2030. |
| Â |
¦ |
Further, the Auditorsâ Report âwith an unmodified opinionâ, 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. |
| Â |
¦ |
The notes to the financial statements are self-explanatory and do not call for any further comments. |
|
Secretarial Auditor |
¦ |
M/s Mitesh J. Shah & Associates, Company Secretaries (Firm registration no: P2025MH104700), were appointed as secretarial auditor of the Company for a term of 5 (five) consecutive years, i.e. from the conclusion of 1st AGM till the conclusion of the 6th AGM, covering the period from the Financial Year 2025-26 till Financial Year 2029-30. |
| Â |
¦ |
The Secretarial Audit Report for Financial year 2025-26 given by M/s Mitesh J. Shah & 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 his Report for the year under review. |
|
Cost Auditor |
¦ |
During 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. |
During the year under review, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Central Government under Section 143(12) of the Companies Act, 2013.
The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government, as may be amended from time to time.
Pursuant 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 subsidiary in Form No. AOC-1 is annexed as Annexure III to this Report.
In 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 subsidiary company is available on the website of the Company at https:// www.ablbl.in/investors/annual-general-meeting/.
Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company i.e., https://www.ablbl.in/wp-content/uploads/2025/06/Policv-for-Determining-Material-Subsidiarv.pdf. However, the Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations.
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.
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.
The Risk Management and Sustainability Committee Policy is available on the website of the Company at https://www. ablbl.in/wp-content/uploads/2025/06/Risk-Management-Policy.pdf.
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 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.
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 RPT and the said policy is available on the website of the Company at https://www.ablbl.in/wpcontent/uploads/2025/06/ Related-Party-Transactions-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 âordinary course of businessâ of the Company,
⢠   on âan arm's length basisâ and
⢠   not âmaterialâ.
All transactions with related parties are in accordance with the policy on RPT 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 ânot at arm's length basisâ and also which are âmaterial and at arm's length basisâ, is not applicable and hence does not form part of this Report.
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 âCorporate 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.ablbl.in/wpcontent/uploads/2025/06/Whistle-Blower-Policy.pdf
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 at https://www.ablbl.in/ investors/annual-general-meeting/
The Directors state that the applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to âMeetings of the Board of Directors' and âGeneral Meetings', respectively have been duly followed by the Company.
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.
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 âto 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 goodâ. The company has adopted a CSR Policy which is available on the website of the Company at https://www.ablbl.in/wp-content/ uploads/2025/06/Corporate-Social-Responsibilitv-Policv.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.
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.
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. Mitesh J. Shah & Associates, Company Secretaries, vide their certificate dated May 7, 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.
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.ablbl.in/wp-content/uploads/2025/06/Dividend-Distribution-Policy.pdf
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 âBusiness 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.
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 (âPOSH Actâ). 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 âThird 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. |
Particulars |
Pending as on |
Received during |
Disposed off |
Pending for more |
Pending as on |
|
no. |
 |
March 31, 2025 |
the year |
during the year |
than 90 days |
March 31, 2026 |
|
1 |
Employees (On roll) |
0 |
5 |
5 |
0 |
0 |
|
2 |
Others (Off roll/3rd party) |
1 |
4 |
3 |
1 |
2 |
| Â |
Total |
1 |
9 |
8 |
1 |
2 |
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.
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;
⢠   there were no 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;
⢠   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 financial 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 âGeneral Shareholder Information' forming part of this Annual Report.
>    On April 22, 2025, Company received the certified copy of NCLT order dated March 27, 2025, sanctioning the Demerger Scheme;
>    On May 1, 2025 the Demerger Scheme was effective, being first day of the month following the month in which all conditions precedents are satisfied.
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.
Demerger Scheme : Scheme of Arrangement among Aditya Birla Fashion and Retail Limited (ABFRL) (Demerged Company) and Aditya Birla Lifestyle Brands Limited (Resulting Company) and their Respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
"Pursuant to the Demerger Scheme, the entire share capital of the Company prior to the demerger stands cancelled.
#During the year under review, pursuant to Demerger Scheme, 5,55,000 8% non-cumulative non-convertible redeemable preference shares (âPreference Sharesâ) allotted to Birla Management Centre Services Private Limited (âBMCSPLâ), on the same terms and conditions as the preference shares issued by the Demerged Company, and are scheduled for redemption on March 27, 2029.
Mar 31, 2025
Your Company''s directors hereby present the 1st Annual Report of the Company together with the audited
financial statements of the Company for the period from April 9, 2024 to March 31, 2025 (âyear under review/
period under review").
STATE OF COMPANY''S AFFAIRS
The Company has been incorporated on April 9, 2024. The Board of Directors of the Company (âBoard'') at its
meeting held on April 19, 2024, had approved a Scheme of Arrangement amongst the Company, Aditya Birla Fashion
and Retail Limited (âABFRL") and their respective shareholders and creditors under Sections 230-232 and other
applicable provisions of the Companies Act, 2013 (âDemerger Scheme"). ABFRL had made an application to the
Stock Exchanges for its âNo Observation Letter".
The Company and ABFRL had jointly filed the Company Application with Hon''ble National Company Law Tribunal,
Mumbai Bench (âNCLT") and subsequently filed the joint petition with the Hon''ble NCLT. The Demerger Scheme
was sanctioned by Hon''ble NCLT on March 27, 2025.The Effective Date for the Demerger Scheme was May 1,2025.
The Appointed Date for the Scheme was April 1, 2024. Accordingly, the financial statements of the Company for
the period under review were prepared to give effect to the Demerger Scheme.
Your Company''s financial performance for the period ended on March 31,2025 is summarized as below:
(Amount'' in Crores)
|
Particulars |
Standalone |
Consolidated |
|
Period ended on March 31, 2025 |
||
|
Revenue from Operations |
7,830 |
7,830 |
|
EBITDA |
1,268 |
1,269 |
|
Finance Cost |
377 |
382 |
|
Depreciation and amortisation |
702 |
706 |
|
Profit / (Loss) before Tax |
91 |
83 |
|
Deferred Tax (change/credit) |
22 |
24 |
|
Net Profit/(Loss) After Tax |
69 |
60 |
BUSINESS OVERVIEW
Building a Lifestyle Powerhouse
Post-demerger, the Company operates a robust portfolio of lifestyle brands, including market-leading names such
as Louis Philippe, Allen Solly, Van Heusen, Peter England, and Simon Carter, alongside youth-focused American
Eagle, sportswear brand Reebok, and innerwear business under Van Heusen Innerwear. The Company''s strategy is
centered on scaling core brands, expanding product portfolios, and deepening distribution across channelsâdriving
sustainable, long-term growth in the premium lifestyle space.
History
In the years leading up to the 2000s, Louis Philippe, Van Heusen, Allen Solly, and Peter England established a dominant
presence in India''s formal and premium office wear segment. Each brand successfully carved out a unique niche,
strategically catering to distinct consumer needs.
In 1999, the Aditya Birla Group (ABG) acquired Madura Garments, gaining ownership or exclusive licensing rights
for all four brands. By 2004, the business transitioned from a wholesale-driven model to a retail-led strategy,
rapidly expanding its exclusive brand outlet network and deepening direct consumer engagement. Over time, the
brands expanded beyond their formalwear roots, entering casual wear, sportswear, kids wear, and women''s apparel,
broadening their relevance in everyday fashion. The group further ventured into the innerwear category with Van
Heusen, building a trade-led distribution model, and later diversified into youth western wear and sportswear by
adding global brands like American Eagle and Reebok to its portfolio.
A Robust, Scalable Business with Strong Fundamentals
Today, ABLBL operates as a formidable premium lifestyle platform, participating in a large and growing total
addressable market (TAM) with a proven and scalable operating model.
Over the years, the business has achieved a leadership position, consistently delivering:
⢠Steady revenue growth
⢠Strong and stable profitability
⢠Positive cash flow
⢠High Return on Capital Employed (ROCE)
In addition to its core categories, ABLBL has strategically expanded into high-growth segments such as innerwear,
sportswear, and youth casual wear, positioning itself for continued momentum.
Post de-merger and listing, ABLBL is set for the next phase of growth, suitably funded by internal cash generation. The
Company is targeting to double its size over the next five years, aiming for double-digit CAGR alongside improved
profitability. Having consistently delivered positive operating cash flows (pre-Ind AS), it now aspires to become a
dividend-distributing entity soon and plans to achieve a debt-free status within next 2-3 years.
A Future-Ready Premium Lifestyle Platform
ABLBL stands today as India''s most formidable premium lifestyle brand platformâbuilt on the backbone of strong
operational excellence perfected over years and powered by strong brands, innovation led culture and industry
leading talent.
FY25 ABLBL Performance Highlights
ABLBL continued to demonstrate a robust and profitable growth trajectory, with a marked improvement in
performance during the second half of the year. The business delivered mid single-digit like-to-like retail growth,
driven by consistently robust retail execution, continued product innovation, and a sharp focus on enhancing
customer experience. At the same time, the Company strategically rationalized low-margin channels and enhanced
the overall quality of its distribution network.
ABLBL reported normalized revenue of '' 7,830 crores with an normalized EBITDA margin of 16.2%, a 100-bps
improvement over the previous year.
As on March 31, 2025, ABLBL had a retail space spanning over 4.6 million sq.ft. across India, further a strong
network of 3,253 brand stores and presence across 38,000 multi-brand outlets and 7000 shop-in-shop across
departmental stores.
a) Lifestyle Brands
Your Company''s Lifestyle Brands segment comprises four of India''s most iconic apparel brands â Louis
Philippe, Van Heusen, Allen Solly, and Peter England. Each brand is uniquely positioned to cater to diverse
consumer preferences across formal and casual wear categories, while consistently reinforcing their distinct
value propositions:
⢠Louis Philippe: Lead excellence in fashion, responsibly
⢠Van Heusen: Empower achievers to build a better world
⢠Allen Solly: Make dressing-up fun, responsibly
⢠Peter England: Make High-Quality Fashion affordable
With one of the strongest and most versatile brand portfolios in the Indian fashion industry, the Lifestyle
Brands segment continues to set industry benchmarks and redefine market standards. Spanning multiple
categories, price points, and consumer occasions, the brands have maintained deep-rooted consumer trust
and aspirational appeal, reaffirming their salience amongst Indian shoppers.
In FY25, the Lifestyle Brands delivered a revenue of '' 6,575 crore and an EBITDA margin of 19.3%, reflecting
both operational excellence and brand strength
Despite a challenging external environment, the Lifestyle Brands have retained leadership across core categories,
driven by:
⢠Timeless design and innovation
⢠Consistent product upgradation with modern blends and premium finishes
⢠A differentiated brand identity and strong customer recall
The brands have strengthened their portfolio by catering to a broad spectrum of price points, while actively
pursuing product premiumization and category expansion. This includes deeper plays in casual wear, wedding
collections and non-apparel segments, ensuring relevance across evolving consumer needs.
Aligned with a strategy of profitable expansion, the Lifestyle Brands undertook multiple initiatives in FY25:
⢠Product premiumization to drive higher value per transaction
⢠Markdown management to protect margins and reduce discount dependency
⢠Rationalization of low-profitability channels and selective network optimization
These measures have contributed to robust like-to-like sales growth while continuously improving the
profitability profile of the business.
As of March 31,2025, the Lifestyle Brands network includes 2,900 stores (including value stores), a franchisee-
led expansion model supporting scalable growth and a robust omnichannel ecosystem, integrating offline
and digital retail for seamless consumer engagement.
The Lifestyle Brands continue to stand as a testament to the Company''s legacy of innovation, quality and
customer-centricity. As India''s fashion landscape evolves, these brands are well-positioned to lead the next
phase of growthâshaping consumer preferences, redefining trends, and setting new standards for how India
dresses.
|
Lifestyle brands (Retail KPIs) |
FY19 |
FY20 |
FY21 |
FY22 |
FY23 |
FY24 |
FY25 |
|
LTL value growth |
5% |
5% |
-20% |
46% |
40% |
-8% |
4% |
|
No. of Stores* |
1,980 |
2,253 |
2,379 |
2,522 |
2,650 |
2,679 |
2,489 |
|
Total Retail Area* (Mn. sq.ft.) |
2.56 |
2.83 |
3.01 |
3.24 |
3.55 |
3.73 |
3.50 |
b) Emerging Brands
American Eagle
American Eagle has continued to strengthen its foothold in the Indian market, building on its global reputation
for trend-driven, comfortable casualwear. The brand''s positioning resonates deeply with India''s young,
aspirational demographic, quickly establishing it as one of the top choices for premium denim and casual
fashion in the country. In FY25, the brand recorded impressive double-digit year-over-year growth, fueled by
robust like-to-like retail performance and an expanding distribution footprint.
Today, American Eagle operates 68 stores across 30 cities, alongside a growing presence in over 200
departmental stores and multi-brand outlets. This expanding geographic footprint reflects the brand''s rising
popularity and increasing traction among Indian consumers.
Reebok
Reebok, a globally recognized sportswear brand, continues to make strong strides in the Indian market with its
high-performance footwear, apparel, and accessories. Since its acquisition in FY2022, Reebok has significantly
strengthened the company''s presence in the youth-oriented activewear segment, complementing the lifestyle
portfolio with its rich heritage in fitness, innovation, and athleisure.
Operating on a well-established and profitable retail model, Reebok has witnessed renewed consumer interest,
fueled by the rising adoption of active lifestyles and the growing focus on health and wellness across both
urban and semi-urban markets. In FY25, the brand expanded its footprint by opening 25 new stores, taking
its total presence to over 170 exclusive outlets nationwide.
Over the past year, Reebok has strategically diversified its product range across key categories such as walking,
running, training, and lifestyle wear, while reinforcing its positioning in the fast-growing athleisure market.
Innovations like MAXFOAM , SPACEFOAM for Women, ZIGNITION, FLOATZIG, and NANOGYM have further
elevated its appeal amongst India''s fitness-conscious and style-driven youth.
Van Heusen Activewear, Athleisure and Innerwear
Your Company''s foray into the innerwear and athleisure segment through Van Heusen Innerwear &
Athleisure has witnessed noteworthy success since its launch in 2016. The brand has rapidly scaled
operations, driven by a sharp product strategy, continuous innovation and strong channel execution. Today,
Van Heusen''s innerwear and athleisure range is available across 36,500 trade outlets and 100 Exclusive
Brand Outlets (EBOs), with an additional 1,500 new counters added in FY25. The brand also maintains
a strong presence across leading departmental stores and e-commerce platforms, driving comprehensive
consumer coverage across channels.
Van Heusen Innerwear offers a thoughtfully curated collection for men, women, and kids, blending stylish
designs with advanced product features that prioritize comfort, fit, and everyday wearability. The brand
continues to drive growth in this segment through fabric innovation, ergonomic fits and category expansion.
Key product innovations include Classic , Vitals, Layer Zero, and Invisibles, each catering to specific consumer
needs while maintaining the brand''s hallmark of sophistication and quality.
Marketing efforts have been significantly scaled up, with national television campaigns and strategic
collaborations with influencers to amplify brand reach and deepen consumer engagement. These initiatives
are crafted to enhance Van Heusen''s visibility in this category and strengthen its connect with India''s evolving
lifestyle-conscious audience.
By seamlessly combining style, comfort, and functionality, Van Heusen Innerwear & Athleisure is
well-positioned to capture the growing demand in India''s premium athleisure lifestyle and fitness apparel
market.
BUSINESS STRATEGY
1. Accelerate growth of core brands and expand market share
Our Lifestyle Brands continue to execute a multi-pronged growth strategy, expanding across diverse product
categories and consumer segments. While men''s wear remains the core, we''ve made strong strides into casual
wear, women''s wear, kids wear, wedding wear, accessories, and non-apparel, broadening our portfolio to attract
new consumers and enhance customer lifetime value. A key focus remains on expanding into untapped and
high-potential markets, complemented by efforts to deepen consumer engagement through compelling
storytelling and community-building initiatives. Simultaneously, investments in strengthening brand.com
platforms with hyperlocal, personalized experiences are set to elevate the digital journey, enabling stronger
consumer connections and driving sustained growth.
2. Build Powerful Brands in targeted New High Growth Segments
Our strategic approach is aimed towards building a leadership position in large total addressable markets
and high growth segments through strong and distinct brands. We have identified key growth areas including
innerwear, sportswear and denim wear, where we have already established a meaningful presence via brands
Van Heusen, Reebok and American Eagle.
Reebok is set to drive rapid retail expansion in India while continuously innovating in high-performance
products. American Eagle will prioritize expanding its distribution network through Exclusive Brand Outlets
(EBOs) and Large Format Stores (LFS). Van Heusen Innerwear will continue to expand its trade network while
scaling a profitable retail model.
We are well-positioned to have a significant play in casual wear segment through our diverse brand portfolio
of leading brands.
3. Expand our Distribution Footprint
We have built a comprehensive and robust distribution network that spans both offline and online
channels, ensuring widespread accessibility of our brands across the country. Our offline presence is
among the largest in the western branded apparel space, with a growing number of exclusive brand outlets
strategically located nationwide. As of March 2025, our retail network includes 3250 stores, covering
~4.6 Mn sq.ft. Additionally, our brands are present in various multi-brand outlets and shop-in-shops within
large-format departmental stores, enabling deep market penetration and visibility.
Having established a strong footprint in our core markets, we are now focused on expanding into newer
geographies, particularly those with rising fashion aspirations and growing consumer spending. Our brand
equity, combined with high customer recall and loyalty, serves as a strong foundation as we enter untapped
regions. Tier II and III cities represent a significant growth opportunity. These markets are benefiting from
steady improvements in infrastructure, lifestyle and digital adoption, making them increasingly relevant to
India''s consumption story.
4. Continue to Focus on Product Innovation and Upgradation in Established and Emerging Categories
We continue to place strong emphasis on product innovation and enhancement to ensure our offerings
remain high-quality, trend-right, and aligned with evolving consumer expectations. This focus spans both
our well-established categories and high-growth emerging segments, supported by consistent investments
in research and development to create functional, stylish, and comfort-driven products.
Our Lifestyle Brands are leading the way in introducing new, trend-forward product extensions. For instance,
Indo-fusion collections offer a fresh, modern reinterpretation of traditional wedding attireâbridging
the gap between ethnic aesthetics and contemporary styling. Peter England has ventured into sports-
inspired collections, seamlessly blending athletic functionality with everyday fashion. Reebok, known for
its performance-driven apparel, continues to push boundaries with innovative gear tailored for both fitness
enthusiasts and casual wear. Van Heusen Innerwear''s âAir Series'' emphasizes lightweight, breathable comfort.
Across all our brands, there is a strong focus on youth-centric designs, ensuring they remain relevant and
appealing to today''s fashion forward consumers.
From occasion wear to casual and formal apparel, every brand under ABLBL is committed to offering something
unique and tailored to its target market, ensuring they maintain a leadership position across diverse fashion
segments.
5. Technology and Digital-Led Continual Improvement in Operating Efficiency
A core pillar of our growth strategy is the continued deployment of technology-driven solutions to enhance
operational efficiency and improve customer experience across both retail and e-commerce ecosystems.
By leveraging predictive analytics and AI, we are automating critical functions such as Assortment planning,
Buying decisions and Markdown and pricing optimization. We are investing in Product Lifecycle Management
(PLM) systems to streamline operations, reduce lead times, and improve supply chain agility. Our demand-
driven auto-replenishment models and next-generation warehouse management systems support the scalable
growth of offline & online operations and ensure prompt, omnichannel fulfillment.
We are scaling initiatives such as Buy Online, Ship-from-Store and multi-warehouse fulfillment optimization,
building a faster, more reliable and cost-effective delivery network.
Through this ongoing digital transformation, we are creating a tech-enabled, customer-centric retail
organization that is agile, scalable and well-positioned to thrive in the rapidly evolving fashion and retail
landscape.
DIRECTORS'' RESPONSIBILITY STATEMENT
The audited financial statements of your Company for the period under review (âfinancial statements") are in
conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder (âAct") and
the 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.
Your 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 period under review and the profit/loss of your Company for the period 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 âgoing concern'' basis;
e) adequate internal financial controls were laid down & followed by your Company and such internal financial
controls were operating effectively;
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 and
g) the Company has been in Compliance with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.
SHARE CAPITAL
As on March 31, 2025, the authorized as well as paid-up capital of the Company was '' 5,00,000 (Rupees Five Lakh
Only) divided into 50,000 equity shares of '' 10/- (Rupees Ten Only) each.
Consequent to effectiveness of the Demerger Scheme, the Authorized Share Capital of the Company was increased
as follows:
|
Authorized Capital |
Pre-Demerger Scheme |
Post-Demerger Scheme |
|
Equity Share Capital |
50,000 equity shares of |
2,00,00,00,000 equity |
|
'' 10 each |
shares of '' 10 each |
|
|
Preference Share Capital |
Nil |
5,55,000 preference |
|
shares of '' 10 each |
Paid-up share capital
As on March 31, 2025, the issued and paid-up capital of the Company was '' 5,00,000 comprising of 50,000 Equity
Shares of face value of '' 10/- each.
In accordance with the sanctioned Demerger Scheme, 1 (one) fully paid-up equity share of the Company having
face value of '' 10/- each for every 1 (one) fully paid-up equity share of '' 10 (Rupees Ten) each of ABFRL shall be
issued and allotted by the Company to the equity shareholders of ABFRL. The record date was fixed as May 22,
2025 for this purpose. The equity shares of the Company shall be listed on BSE Limited and the National Stock
Exchange of India Limited (âStock Exchanges").
DISCLOSURES IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 2013
The Company is in the process of making exemption application under Rule 19(2)(b) of the Securities Contracts
(Regulations) Rules, 1957 in accordance with the Securities and Exchange Board of India the Master Circular no.
SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and filing of information memorandum with the Stock
Exchanges as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
In view of this, the Board of the Company has been re-constituted in compliance with the Act and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing
Regulations"). The Company has also adopted various policies as required under rules/ regulations of Securities
and Exchange Board of India.
A. BOARD OF DIRECTORS ("Boardâ)
(i) Number of meetings
The Board met 6 (Six) times during the period under review. The maximum gap between any two
consecutive meetings was less than 120 (one hundred and twenty) days, as stipulated under Section 173(1)
of the Companies Act, 2013 and the Secretarial Standards issued by Institute of Company Secretaries
of India.
(ii) Appointment/Re-appointment/Cessation
A. Appointment/Re-appointment
The Company was incorporated with following as the first directors:
|
Sr. No. |
Names |
DIN |
Designation |
Date of |
|
1. |
Mr. Ashish Dikshit |
01842066 |
Non-Executive Director |
April 9, 2024 |
|
2. |
Mr. Anil Malik |
00170411 |
Non-Executive Director |
April 9, 2024 |
|
3. |
Mr. Jagdish Bajaj |
08498055 |
Non-Executive Director |
April 9, 2024 |
The composition of the Board of Directors as on date of this report:
|
S. No. |
Names |
DIN |
Designation |
Date of appointment |
|
1. |
Mr. Ashish Dikshit* |
01842066 |
Managing Director |
not-liable to retire by |
|
2. |
Mr. Vishak Kumar |
09078653 |
Deputy Managing |
w.e.f. May 1,2025 |
|
S. No. |
Names |
DIN |
Designation |
Date of appointment |
|
3. |
Ms. Ananyashree Birla |
06625036 |
Non-Executive Director |
w.e.f. May 20, 2025 |
|
4. |
Mr. Aryaman Vikram |
08456879 |
Non-Executive Director |
w.e.f. May 20, 2025 |
|
5. |
Mr. Arun Adhikari |
00591057 |
Independent Director |
w.e.f. May 20, 2025 |
|
6. |
Mr. Nish Bhutani |
03035271 |
Independent Director |
w.e.f. May 20, 2025 |
|
7. |
Ms. Preeti Vyas |
02352395 |
Independent Director |
w.e.f. May 20, 2025 |
|
8. |
Mr. Sunirmal Talukdar |
00920608 |
Independent Director |
w.e.f. May 20, 2025 |
|
9. |
Mr. Venkatesh Satyaraj |
01401447 |
Independent Director |
w.e.f. May 20, 2025 |
|
10. |
Mr. Yogesh Chaudhary |
01040036 |
Independent Director |
w.e.f. May 20, 2025 |
|
11. |
Mr. Pankaj Sood |
05185378 |
Non-Executive Director |
w.e.f. May 23, 2025 |
*re-designatedas Managing Director w.e.f May 1, 2025.
B. Cessation/ Retirement by rotation
During the period under review, no director has resigned / ceased from the Board of your Company.
After the period under review, w.e.f. from May 20, 2025, Mr. Anil Malik and Mr. Jagdish Bajaj ceased
to be the directors of the Company. The Board placed on record sincere appreciation towards
their valuable contribution to the Company.
Further in accordance with the provisions of the Companies Act, 2013 and the Articles of
Association, Mr. Vishak Kumar, Deputy Managing Director & Chief Executive officer, (DIN:
09078653) is due to retire by rotation at the ensuing 1st Annual General Meeting and being
eligible, has offered himself for re-appointment.
Resolution seeking his re-appointment along with his profile as required as per Secretarial
Standards-2 on General Meetings issued by the Institute of Company Secretaries of India forms
part of the Notice of the 1st Annual General Meeting of the Company.
C. Board Evaluation
During the period under review, the Company did not cross the threshold limits requiring Annual
evaluation of the Board and of individual Directors, therefore the evaluation process was not
carried out.
D. Declaration of Independence
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 Companies
Act, 2013 and
(ii) they have registered their names in the Independent Directors'' Databank.
The Board of Directors are of the opinion that the Independent Directors of your Company are
people of integrity, and they hold eminent expertise, relevant experience and proficiency to be
appointed as the Independent Directors.
B. Key Managerial Personnel (âKMP''sâ)
During the year under review, the Company was not required to appoint Key Managerial Personnel pursuant
to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
As on date of this report, the Company has following KMPs:
a. Mr. Ashish Dikshit, Managing Director;
b. Mr. Vishak Kumar, Deputy Managing Director and Chief Executive Officer;
c. Mr. Dharmendra Lodha, Chief Financial Officer and
d. Mr. Rajeev Agrawal, Company Secretary and Compliance Officer.
C. Committees of the Board
During the year under review, the Company was a wholly-owned subsidiary of Aditya Birla Fashion and Retail Limited.
Accordingly, the constitution of various committees was not mandatory.
After the year under review, the Board of Directors of the Company at its meeting held on May 20, 2025, has
constituted the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee and Risk Management & Sustainability Committee in
accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
The composition of various committees is detailed below:
|
S. |
Name of Committee |
Composition |
Designation |
Chairperson/ |
|
No. |
Member |
|||
|
a. |
Audit Committee |
Mr. Sunirmal Talukdar |
Independent Director |
Chairperson |
|
Mr. Nish Bhutani |
Independent Director |
Member |
||
|
Mr. Arun Adhikari |
Independent Director |
Member |
||
|
b. |
Stakeholders |
Mr. Yogesh Chaudhary |
Independent Director |
Chairperson |
|
Relationship Committee |
Mr. Arun Adhikari |
Independent Director |
Member |
|
|
Mr. Ashish Dikshit |
Executive Director |
Member |
||
|
c. |
Nomination & |
Mr. Arun Adhikari |
Independent Director |
Chairperson |
|
Remuneration Committee |
Mr. Sunirmal Talukdar |
Independent Director |
Member |
|
|
Mr. Nish Bhutani |
Independent Director |
Member |
||
|
d. |
Corporate Social |
Mr. Ashish Dikshit |
Executive Director |
Chairperson |
|
Responsibility Committee |
Mr. Nish Bhutani |
Independent Director |
Member |
|
|
Mr. Yogesh Chaudhary |
Independent Director |
Member |
||
|
Ms. Preeti Vyas |
Independent Director |
Member |
||
|
e. |
Risk Management |
Mr. Sunirmal Talukdar |
Independent Director |
Chairperson |
|
and Sustainability |
Mr. Arun Adhikari |
Independent Director |
Member |
|
|
Mr. Yogesh Chaudhary |
Independent Director |
Member |
The terms of reference of these committees are available on the Company''s website at https://www.ablbl.in/
D. Corporate Social Responsibility (âCSRâ)
During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR were not applicable
to the Company and as such, the details about the CSR Policy as mentioned in section 134(3)(o) of
the Companies Act, 2013 read with rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 were not applicable.
The Board of Directors of the Company at its meeting held on May 23, 2025, with a vision âto 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" has adopted a CSR policy which is available on the website
of the company i.e., https://www.ablbl.in/
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.
E. Related Party Transactions
All related party transactions entered into during the period under review were approved by the Board
from time to time and the same are disclosed in the financial statements of your Company. The contracts/
arrangements/ transactions entered into by the Company with its related parties, during the period under
review, were:
⢠in âordinary course of business" of the Company;
⢠on âan arm''s length basis" and
⢠not âmaterial".
Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Companies Act,
2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, for disclosure of details of related party
transactions, which are ânot at arm''s length basis" and also which are âmaterial and at arm''s length basis",
is not provided as an annexure to this Report.
F. Subsidiaries, joint ventures, associate companies
As on March 31, 2025, the Company does not have any subsidiaries, joint ventures and associate company.
Pursuant to the effectiveness of the Scheme, Aditya Birla Garments Limited has become the wholly owned
subsidiary of the Company.
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 I to
this Report.
In accordance with the provisions of Section 136 of the Companies Act, 2013 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 subsidiary
have been placed on the website of your Company viz. https://www.ablbl.in/
The Company does not have any material subsidiary.
G. Vigil Mechanism
As on March 31, 2025, the provision relating to establishment of vigil mechanism, pursuant to the provisions
of Section 177(9) of the Companies Act, 2013 read with rule 7 of the Companies (Meeting of Board and
its Power) Rules 2014 were not applicable to the Company. The Board of Directors of the Company at its
meeting held on May 23, 2025 adopted Vigil Mechanism/Whistle Blower Policy of the Company.
H. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering that the Company has not commenced its business operations, no comment is required on
conservation of energy and technology absorption.
Details of foreign exchange earnings for the period under review is '' 188.37 Crore and foreign exchange
outgo is '' 798.58 Crore.
I. Auditors and Auditors report
|
Auditor |
Auditors Report |
|
|
Statutory Auditor |
⢠|
The Board at its meeting held on May 23, 2025, upon the recommendation |
|
⢠|
Further, the Auditors'' Report âwith an unmodified opinion", given by the |
|
|
⢠|
The notes to the financial statements are self-explanatory and do not call for |
|
|
Secretarial Auditor |
⢠|
Based on the recommendation of the Board in its meeting held on May 23, |
|
Cost Auditor |
⢠|
During the year under review, your Company was not required to maintain |
Details in respect of frauds reported by auditors under Sub-Section (12) of Section 143 of the Companies
Act, 2013
During the period year under review, the Statutory Auditors have not reported any instances of fraud
committed against the Company by its officers or employees to the Central Government under
Section 143(12) of the Companies Act, 2013.
J. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY
WHICH HAVE OCCURRD BETWEEN MARCH 31, 2025 AND THE DATE OF THE REPORT.
⢠On April 22, 2025, Company had received the certified copy of NCLT order dated March 27, 2025,
sanctioning Demerger Scheme;
⢠On May 1, 2025 Demerger Scheme has become effective, being first day of the month following
the month in which all conditions precedents are satisfied. Appointed Date as per the Scheme was
April 1, 2024;
⢠W.e.f. May 1, 2025 Mr. Vishak Kumar, appointed as Deputy Managing Director & Chief Executive Officer
of the Company, pursuant to the Demerger scheme.
⢠W.e.f. May 1, 2025 Company has approved the appointment of Mr. Ashish Dikshit as Managing Director.
K. OTHER DISCLOSURES
In terms of the applicable provisions of the Companies Act 2013, 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 deposits from the public falling under Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2025, 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;
⢠it does not engage in commodity hedging activities;
⢠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 except as stated in Directors Report
⢠it has not transferred any amount to the Reserves;
⢠it has not paid or declared any dividend during the period under review;
⢠it has not made application or any proceeding 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 particulars of the loans, guarantees and investments, as required under Section
186 of the Companies Act, 2013 are disclosed in the financial statements of your Company for the period
under review.
L. ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 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.ablbl.in/
M. INTERNAL CONTROLS 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.
N. DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
As of March 31, 2025, the Company had no employees on its rolls. Pursuant to the effectiveness of the
Demerger Scheme, the employees of Aditya Birla Fashion and Retail Limited, who were engaged in Madura
Fashion and Lifestyle business of ABFRL were transferred to the Company.
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 (âPOSH 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 âThird 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 disclosures pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (âPOSH Act") pertains exclusively to the employees transferred from ABFRL to the
Company.
The details of complaints related to sexual harassment exclusively to the employees transferred from ABFRL
to the Company for the period under review are as follows:
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.
For and on behalf of the Board of Directors
Ashish Dikshit Vishak Kumar
Managing Director Deputy Managing Director &
DIN: 01842066 Chief Executive Officer
DIN:09078653
Place: Mumbai Place: Mumbai
Date: May 23, 2025 Date: May 23, 2025
|
Sr. No. |
Particulars |
Received |
Disposed off |
Pending for |
Pending as |
|
1 |
Employees (On roll) |
7 |
7 |
1 |
1 |
|
2 |
Others (Off roll/3rd party) |
5 |
4 |
1 |
1 |
|
Total |
12 |
11 |
2 |
2 |
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