DIRECTORS' REPORT

(3) Investments includes ' 2,367 Crore towards investments in Subsidiaries and Joint Venture (Previous year: ' 2,302 Crore).

(4) 4s 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 ' 1,995 Crore.

Revenue

During the financial year, your Company reported revenue of ' 5,906 Crore (previous year ' 5,609 Crore), recording a growth of 5% over the previous year.

Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”)

The EBITDA of the Company is ' 945 Crore (previous year ' 958 Crore). The EBITDA margin for the Company has slightly decreased from 17.08% to 16.01% during the year.

Finance cost

The average borrowing cost for the Company decreased to 7.49 % as compared to 7.55% in the previous year. The finance cost of the Company is ' 334 Crore (previous year' 447 Crore), significant decline on account of repayment of borrowing towards end of the previous year leading to reduction in weighted average borrowings for the year under review.

Dividend

In view of accumulated losses, your directors have not recommended payment of any dividend for the year under review. Borrowings

Borrowings have decreased from ' 758 Crore in the previous year to ' 748 Crore. The Company has raised ' 258 Crore through fresh borrowings and has repaid borrowings of ' 268 Crore during the year.

Credit Ratings

The details of credit rating as on March 31, 2026 are disclosed in the ‘General Shareholder Information' forming part of this Integrated Annual Report.

Non-Convertible Debentures (“NCDs”)

The details of outstanding NCDs as on March 31, 2026 are disclosed in the ‘General Shareholder Information' forming part of this Integrated Annual Report.

There was no issuance or redemption of NCDs during the year.

*Compaby has excess liquid Investment and cash over its debt.

Note: For the purpose of calculating ratios for the periods upto March 31, 2025, all relevant amounts pertaining to continuing and discontinued operations have been considered.

Details of significant changes (i.e., change of 25% or more as compared to the immediate previous financial year) in the key financial ratios:

There is a change of 25% or more in Debtors turnover, Inventory turnover, Interest Coverage ratio, Operating margin, Net Profit margin, Return on Net Worth and Return on Average Capital Employed as compared to the immediate previous financial year.

The detailed explanation for change of 25% or more as compared to the immediately previous financial year in the key financial ratios is as stated in Note no. 53 of the Standalone Financial Statements.

CONSOLIDATED PERFORMANCE

At consolidated level, your Company reported a revenue of ' 8,177 Crore (previous year ' 7,355 Crore) and EBITDA of ' 967 Crore with EBITDA margin at 11.82% (previous year ' 854 Crore with EBITDA margin at 11.62%).

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Director retire by rotation

In accordance with the provisions of the Companies Act, 2013 (“Act”) and the Articles of Association of the Company, Mr. Aryaman Vikram Birla (DIN:08456879) is due to retire by rotation at the ensuing 19^th Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment.

Resolution seeking his re-appointment alongwith his profile as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings (“SS -2”) issued by The Institute of Company Secretaries of India (“ICSI”), forms part of the Notice of the Annual General Meeting.

b) Re-appointment of Directors

During the year under review Board of Directors have re-appointed the following Directors:

The Board placed on record its sincere appreciation for the valuable contribution and services rendered by the Directors during their tenure with the Company.

d) Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company:

e) Nomination Policy and Executive Remuneration Policv/Philosophv

In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee (“NRC”), had adopted a Nomination Policy, which inter alia enumerates the Company's policy on appointment of directors, Key Managerial Personnel (“KMPs”) and senior management. Further, the Board, on recommendation of NRC, had also adopted a policy entailing Executive Remuneration Philosophy, which covers remuneration philosophy covering the directors, KMPs, senior management and other employees of the Company.

Both the aforesaid policies, as amended from time to time pursuant to the amendments in the applicable regulatory provisions, are available on the website of the Company i.e. https://www.abfrl.com/corporate-governance/policies/

Salient features of the aforesaid policies are as under:

Nomination Policy

The Nomination Policy is enacted mainly to deal with the following matters, falling within the scope of the NRC to:

• institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as KMPs and/or in senior management and recommend to the Board of Directors their appointment and removal from time to time;

• devise a policy on board diversity;

' • review and implement the succession and development plans for managing director, executive directors and

officers forming part of senior management;

• formulate the criteria for determining qualifications, positive attributes and independence of directors;

• establish evaluation criteria of Board, its committees and each director and

• recommend the Board, all remuneration, in whatever form, payable to senior management.

Executive Remuneration Policv/Philosophv

This Policy supports the design of programmes that align executive rewards - including incentive programmes, retirement benefit programmes, promotion and advancement opportunities - with the long-term success of the Stakeholders of the Company.

The executive remuneration program of the Company is designed to attract, retain, and reward talented executives who will contribute to our long-term success and thereby build value for our shareholders and intends to:

• provide for monetary and non-monetary remuneration elements to our executives on a holistic basis and

• emphasize “Pay for Performance” by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.

f) Annual Evaluation

The Board undertook an annual evaluation of its own performance, the performance of individual Directors, and the effectiveness of its Committees in compliance with Act and SEBI Listing Regulations and the Nomination Policy of the Company, as amended from time to time. The evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. Furthermore, the performance of the Chairman of the Board is assessed, taking into account the views expressed by the Executive Directors, Non-Executive Directors, and Independent Directors.

The Board at its meeting discussed the performance of the Board, as a whole, its Committees, Chairman and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

Further, pursuant to the applicable provisions of the Act, the performance evaluation criteria for the Independent Directors is provided under the Corporate Governance Report forming part of this Integrated Annual Report.

g) Independent Director

The Company has received necessary declaration from each Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations (“said declarations”).

(ii) they have registered their names in the Independent Directors' Databank.

Based on the said declarations received from the Directors, the Board confirms, that the Independent Directors fulfill the conditions as specified under Schedule V of the SEBI Listing Regulations and are independent of the management.

h) Number of Board meetings

The Board met 5 (Five) times during the year under review. The details of such meetings are provided separately in the ‘Corporate Governance Report' forming part of this Integrated Annual Report.

i) Committees of the Board

The Board has constituted five Statutory Committees, viz. Audit Committee, Corporate Social Responsibility Committee, Risk Management and Sustainability Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee and is authorised to constitute other functional Committees, from time to time, depending on business needs.

Details of all the Statutory Committees, along with their charters, composition and meetings held during the year, are provided separately in the Corporate Governance Report forming part of this Integrated Annual Report.

4. STRATEGIC INITIATIVES AND SIGNIFICANT DEVELOPMENT Demerger of Madura Fashion & Lifestyle Business (“MFL Business”)

The Board of Directors of the Company at its meeting held on April 19, 2024, subject to the necessary approvals, considered and approved demerger of Madura Lifestyle Fashion Business (“MFL Business”) under a Scheme of Arrangement amongst the Company and Aditya Birla Lifestyle Brands Limited (“Resulting Company”), wholly owned subsidiary of the Company and their respective shareholders and creditors (“Demerger Scheme”).The Demerger Scheme was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench (Hon'ble NCLT) on March 27, 2025. The Company received the certified true copy of the order on April 22, 2025. Consequent upon filing of the certified copies of Hon'ble NCLT orders by the Company and the Resulting Company with the respective jurisdictional Registrar of Companies on April 23, 2025, the Scheme has become effective from May 1, 2025. Upon the Scheme becoming effective, the MFL Business was transferred to the Resulting Company on a going concern basis.

Amalgamation of Jaypore E-Commerce Private Limited & TG Apparel & Decor Private Limited with the Company

The Board of Directors of the Company at its meeting held on February 5, 2026 approved the amalgamation of Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited, wholly owned subsidiaries of the Company (“Transferor Companies”), with the Company. The said amalgamation is subject to the necessary statutory and regulatory approvals under applicable laws, including the approval of the Hon'ble National Company Law Tribunal, Mumbai Bench (“Hon'ble NCLT”). The Company and the Transferor Companies filed a Joint Company Application with the Hon'ble NCLT on February 25, 2026, and received the order on April 6, 2026. Post completion of the directions of the Hon'ble NCLT order, the Company and the Transferor Companies filed a joint petition with the Hon'ble Hon'ble NCLT on April 16, 2026.

5. PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT AND PREFERENTIAL ISSUE

The details of utilization of funds as on March 31, 2026, raised through Qualified Institutional Placement and Preferenial Issue is mentioned hereunder:

During the year under review, there has been no deviation in the use of proceeds of the Qualified Institutional Placement & Preferential Issue (“aforesaid Issues”) from the objects stated in the respective Offer documents as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the uses/ application of proceeds/funds raised from the aforesaid Issues and also filed with the Stock Exchanges on a quarterly basis, as applicable.

6. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of Directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure I to this Report.

The Executive Remuneration Policy/Philosophy of the Company, as formulated by the NRC of the Board is available on the Company's website at https://www.abfrl.com/wp-content/uploads/2023/10/7.-EXECUTIVE-REMUNERATION-POLICY-.pdf.

The statement containing the particulars of top ten employees and particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, forms part of this Report.

Further, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. In terms of the second proviso to Section 136(1) of the Act, any Member interested in obtaining the copy of the same may write to the Company Secretary & Compliance Officer at secretarial@abfrl.adityabirla.com.

7. EMPLOYEE STOCK OPTION SCHEME (ESOS), RESTRICTED STOCK UNITS (RSU), PERFORMANCE STOCK UNITS (PSU) AND STOCK APPRECIATION RIGHTS (SAR)

ESOS, RSUs & PSUs

Your Company regards employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. Accordingly, in terms of the provisions of applicable laws and pursuant to the approval of the Board and the members of the Company, the Nomination and Remuneration Committee (“NRC”) has duly implemented the:

a. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2017 (“Scheme 2017”)

b. Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2019 (“Scheme 2019”)

c. Aditya Birla Fashion and Retail Limited -TCNS Division Employee Stock Option Scheme 2024 (“Scheme 2024”)

d. Aditya Birla Fashion and Retail Limited - Employee Stock Option and Performance Stock Unit Scheme 2025 (“Scheme

2025”)

to grant the stock options, in the form of Options, Restricted Stock Units (“RSUs”), and Performance Stock Unit (“PSUs”) to the employees of the Company.

All the Schemes of the Company i.e. Scheme 2017, Scheme 2019 , Scheme 2024 and Scheme 2025 are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) and in terms of the approvals granted by the shareholders of the Company, the NRC inter alia administers, implements and monitors the aforesaid schemes, thereby governing the grant of share based benefits to its employees, in the form of employee stock options.

The details of Stock Options, RSUs and PSUs granted pursuant to schemes and the other disclosures in compliance with the provisions of the SEBI SBEB Regulations, are available on Company's website at https://www.abfrl.com/

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid schemes have been implemented in accordance with the SEBI SBEB & SE Regulations and will be open for inspection at the ensuing 19^th Annual General Meeting.

SAR

Your Company has instituted Aditya Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2019 (“SAR Scheme 2019”) in the year 2019 and Aditya Birla Fashion and Retail Limited Stock Appreciation Rights Scheme 2024 (“SAR Scheme 2024”) in the year 2024.

The SAR Scheme 2019 and SAR Scheme 2024, do not give rise to any right towards any equity share of the Company and hence, they are not covered under the provisions of SEBI SBEB & SE Regulations. On exercise of the SARs granted under the said plan/scheme, the employee exercising the SARs becomes entitled to receive cash, in terms of the SAR Scheme 2019 and SAR Scheme 2024.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

The audited financial statements of your Company for the year under review (“financial statements”) are in conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder (“Act”) and the Indian Accounting Standards. The financial statements reflect the form and substance of transactions carried out during the year under review and present your Company's financial condition and results of operations, fairly and reasonably.

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 year under review and the loss of your Company for the year under review;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of your Company have been prepared on a ‘going concern' basis;

e) adequate internal financial controls were laid down & followed by your Company and such internal financial controls were operating effectively and

f) proper systems have been devised by your Company to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

9. AUDITORS AND AUDITOR REPORTS Statutory Auditor

Ý Price Waterhouse & Co Chartered Accountants LLP (FRN: 304026E/E-300009) (“PW & Co.”), was appointed as the Statutory Auditors of the Company at the 14^th Annual General Meeting (“AGM”), for a term of 5 (five) consecutive years, till the conclusion of the 19^th AGM.

Ý The Board of Directors based on the recommendation of the Audit Committee, at its meeting held on May 25, 2026 , has approved and recommended to the Shareholders at the ensuing 19^th AGM of the Company, re-appointment of PW & Co. as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, to hold office until the conclusion of the 24^th AGM.

Ý PW & Co. has provided its eligibility certificate dated May 23, 2026 to act as the Statutory Auditors of the Company.

Ý Further, the Auditors' Report “with an unmodified opinion”, given by the Statutory Auditors on the financial statements of the Company for financial year 2025-26, forms part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review.

Ý The notes to the financial statements are self-explanatory and do not call for any further comments.

Secretarial Auditor

Ý M/s BNP & Associates, Company Secretaries (Firm registration no: P2014MH037400), was appointed as Secretarial Auditor of the Company at 18^th Annual General Meeting (“AGM”), for a term of 5 (five) consecutive years, till the conclusion of the 23^rd AGM to be held in the year 2029.

Ý The Secretarial Audit Report for Financial year 2025-26 given by M/s BNP & Associates, Secretarial Auditor of the Company is annexed as Annexure II to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report for the year under review.

Cost Auditor

Ý 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.

10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013

Except for one instance of fraud reported by the Statutory Auditors to the Central Government under Section 143(12) of the Companies Act, 2013, no other instances of fraud were reported by the Statutory Auditors.

11. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (Ind-AS) recommended by The Institute of Chartered Accountants of India (“ICAI”) and prescribed by the Central Government, as may be amended from time to time.

12. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES

During the year under review, Goodview Fashion Private Limited, a subsidiary of the Company, approved the incorporation of its wholly owned subsidiary namely Tarun Tahiliani Fashions Trading L.L.C S.O.C, Dubai on September 26, 2025.

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 subsidiaries and associate 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 subsidiaries, joint ventures/associate companies have been placed on the website of your Company viz. https://www.abfrl.com/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.abfrl.com/wp-content/uploads/2023/1Q/11.-POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-.pdf

However, the Company does not have any material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate Internal Control Systems that are commensurate with the size of its operations. Internal Control system comprise of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information, and compliance.

14. RISK MANAGEMENT

Your Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 21 of the SEBI Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The policy is reviewed periodically by the Risk Management and Sustainability Committee along with the key risks and related mitigation plans. More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis.

Further, in view of the ever-increasing size and complexity of the business operations, your Company is exposed to various risks emanating from frauds. Accordingly, the Board, on recommendation of the Audit Committee, has adopted an Anti-Fraud Policy and a Whistle Blower Policy, to put in place, a system for detecting and/or preventing and/or deterring and/or controlling the occurrence of frauds.

15. RELATED PARTY TRANSACTIONS (“RPTs”)

All RPTs entered into during the year under review were approved by the Audit Committee, from time to time and the same are disclosed in the financial statements of your Company for the year under review. Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has, on recommendation of its Audit Committee, adopted a Policy on RPTs and the said policy is available on the website of the Company at https://www.abfrl.com/wp-content/ uploads/2023/1Q/9.-RELATED-PARTY-TRANSACTION-POLICY-.pdf.

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/arrangements/transactions entered into by the Company with its related parties, during the year under review, were:

• in “ordinary course of business” of the Company,

• on “an arm's length basis” and

• not “material”.

All transactions with related parties are in accordance with the policy on RPTs formulated by the Company.

Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of RPTs, which are “not at arm's length basis” and also which are “material and at arm's length basis”, is not applicable and hence does not form part of this Intergrated Annual Report.

16. VIGIL MECHANISM

The Board, on recommendation of its Audit Committee, has adopted a Vigil Mechanism/Whistle Blower Policy and the details of which are provided in the ‘Corporate Governance Report' forming part of this Integrated Annual Report.

Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairperson of the Audit Committee is provided to them. The details of establishment of Vigil Mechanism are also available on the website of the Company at https://www.abfrl.com/wp-content/uploads/2025/Q3/WHISTLE-BLOWER-POLICY. pdf.

17. ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form no. MGT-7 is available on the website of the Company i.e., https://www.abfr!. com/investors/annual-general-meeting/

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' issued by The Institute of Company Secretaries of India (“ICSI”) respectively, have been duly followed by the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company consciously makes all efforts to conserve energy across all its operations. A report containing details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure IV to this Report.

20. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Pursuant to the Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, Company has constituted Corporate Social Responsibility Committee with a vision “to actively contribute to the social and economic development of the communities in which your Company operates and in doing so, build a better, sustainable way of life for the weaker sections of society and raise the country's human development index, Be a force for good”. Company has adopted a CSR Policy which is available on the website of the Company i.e. https://www.abfrl.com/wp-content/ uploads/2025/03/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf

The scope of the CSR Policy is as under:

i. Planning Project or programmes which the Company plans to undertake falling within the purview of Schedule VII of the Act and

ii. Monitoring process of such project or programmes.

The CSR Policy of the Company inter alia includes the process to be implemented with respect to the identification of projects and philosophy of the Company, along with key endeavours and goals i.e.

• Education - to spark the desire for learning and knowledge;

• Health care - to render quality health care facilities to people living in the villages and elsewhere through our hospitals;

• Sustainable livelihood - to provide livelihood in a locally appropriate and environmentally sustainable manner;

• Infrastructure development - to set up essential services that form the foundation of sustainable development and

• Social cause - to bring about the social change we advocate and support.

CSR initiatives taken during the year

Your Company's CSR activities are mainly focused towards Education, Health and Sanitation, Water, Digitisation, Sustainable livelihood, Institutional Building and Social Causes. An annual report on CSR activities of the Company for the financial year 2025-26 is annexed as Annexure V to this Report.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Integrated Annual Report.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations and M/s. BNP & Associates, Company Secretaries, vide their certificate dated May 25, 2026 have confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure VI to this Report.

22. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI Listing Regulations, your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company at https://www.abfrl.com/wp-content/uploads/2023/10/14.-DIVIDEND-DISTRIBUTION-POLICY-.pdf

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”)

Your Company's sustainability initiatives are aligned with the Aditya Birla Group's sustainability vision and Sustainable Business Framework. In accordance with our sustainability vision and in terms of Regulation 34(2)(f) of the SEBI Listing Regulations, a ‘Business Responsibility and Sustainability Report' forms part of this Integrated Annual Report.

The Company's BRSR includes our responses to questions about our practices and performance on key principles defined by SEBI Listing Regulations as amended from time to time, which cover topics across all ESG dimensions. Further SEBI vide its Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, updated the format of BRSR to incorporate BRSR core, a subset of BRSR indicating specific KPIs under nine principles of business responsibility which are subject to mandatory reasonable assurance by an independent assurance provider. In compliance with this requirement, the Company has received a certificate from BSI Group India Private Limited as the assurance provider for BRSR Core.

24. DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment.

This policy is applicable to all employees, irrespective of their level and it also includes ‘Third Party Harassment' cases i.e. where sexual harassment is committed by any person who is not an employee of the Company.

Your Company has also set up an Internal Complaints Committee at each of its administrative office(s) which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions

for all the employees, to build awareness amongst employees about the policy and the provisions of POSH Act. The details of complaints related to sexual harassment, during the financial year 2025-26:

25. COMPLIANCE WITH MATERNITY BENEFIT

Your Company remains committed to supporting women employees by complying with the Maternity Benefit Act, 1961

and Code on Social Security, 2020 by introducing initiatives focused on their well-being, safety and career development.

The Aditya Birla Group's Maternity Support Program is designed to support the health, well-being and worklife balance

of women employees during and after pregnancy.

26. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations, your Company additionally discloses that,

during the year under review:

• there was no change in the nature of business of your Company;

• there was no revision in the financial statements.

• it has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2026, there were no deposits which were unpaid or unclaimed and due for repayment, hence, there has been no default in repayment of deposits or payment of interest thereon;

• it has not issued any shares with differential voting rights;

• it has not issued any sweat equity shares;

• no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status operations of your Company in future;

• it does not engage in commodity hedging activities;

• it has not made application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 and

• it has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

It is further disclosed that:

• there is no plan to revise the 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 ‘Shareholders' Information' forming part of this Integrated Annual Report.

27. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR, TO WHICH THE FINANCIAL STATEMENT RELATES, AND THE DATE OF THE REPORT.

There have been no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this Report.

28. NATIONAL FINANCIAL REPORTING AUTHORITY

The Board noted the guidance issued by the National Financial Reporting Authority (“NFRA”) vide its Circular dated January 7, 2026 (“said Circular”), on effective communication between Statutory Auditors and Those Charged with Governance (“TCWG”), including the Audit Committee. Pursuant to the said Circular, the Board has approved Guidance Note on framework for communication between TCWG and Statutory Auditors of the Company.

For the purpose of implementing the framework, the Board has designated the following as TCWG:

a. All Members of the Audit Committee, as constituted by the Board

b. Managing Director (MD); and

c. Whole-time Director (WTD)

29. AWARDS AND RECOGNITION

Your Company has been a proud recipient of many awards and recognitions during the year under review and significant ones amongst them are as under:

Sustainability Leadership

• “Most Admired Sustainability Company of the year” in Global Sustainability Award 2025

• Sphera “ESG Impact Award”

• Recognized in “India's Top 60 Most Sustainable Companies” & “Amongst top 4 in Retail Sector” at BW World (IMSC)

• CII-ITC Award for Significant Achievement in Social Impact / CSR domain

Brand & Marketing Accolades

• Tasva won Gold in the Best Campaign in the Fashion & Lifestyle category at the afaqs! Communicon Awards 2026

• LoveChild Masaba won the ‘Emerging Beauty and Wellness Retailer of the Year' award at the Industry of Retail and eCommerce (IReC) Awards 2025.

• W for Woman won (i) Silver award for Marketing campaign of the year at Business World Marketing Merit Awards 2025 (ii) Bronze award for Best use of AI for W x New York Fashion Week at AFAQS Brand Storyz 2025 and (iii) Bronze at ET Shark Awards 2025 - Best Integrated Marketing Campaign

PR & Communication Excellence

• Gold for its entry in the category House Journal - Print (English) at the 15TH PRCI EXCELLENCE AWARDS 2025; and

• Silver for its entry in the category Best PR Campaign at the 15TH PRCI EXCELLENCE AWARDS 2025

30. ACKNOWLEDGEMENT

We take this opportunity to thank all the customers, members, investors, vendors, suppliers, business associates, bankers and financial institutions for their continuous support. We also thank the Central and State Governments and other regulatory authorities for their co-operation.

We acknowledge the patronage of the Aditya Birla Group and above all, we place on record our sincere appreciation for the hard-work, solidarity and contribution of each and every employee of the Company in driving the growth of the Company.