DIRECTORS' REPORT

Your Company's directors hereby present the 1^st 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 (“year 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 (‘Board') at its
meeting held on April 19, 2024, had approved a Scheme of Arrangement amongst the Company, Aditya Birla Fashion
and Retail Limited (“ABFRL") and their respective shareholders and creditors under Sections 230-232 and other
applicable provisions of the Companies Act, 2013 (“Demerger Scheme"). ABFRL had made an application to the
Stock Exchanges for its “No Observation Letter".

The Company and ABFRL had jointly filed the Company Application with Hon'ble National Company Law Tribunal,
Mumbai Bench (“NCLT") 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)

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 channels—driving
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 platform—built 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 — 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 growth—shaping consumer preferences, redefining trends, and setting new standards for how India
dresses.

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 attire—bridging
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 ‘Air 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 (“financial statements") are in
conformity with the requirements of the Companies Act, 2013 read with the rules made thereunder (“Act") 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 ‘going 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:

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 (“Stock 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 (“SEBI 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 ("Board”)

(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:

The composition of the Board of Directors as on date of this report:

*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 1^st 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 1^st 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 (“KMP's”)

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:

The terms of reference of these committees are available on the Company's website at https://www.ablbl.in/

D. Corporate Social Responsibility (“CSR”)

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 “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" 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 “ordinary course of business" of the Company;

• on “an arm's length basis" and

• not “material".

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 “not at arm's length basis" and also which are “material 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

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 (“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 disclosures pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH 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