Aditya Birla Fashion & Retail Ltd Auditor Reports

To the Members of

Aditya Birla Fashion and Retail Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Aditya Birla Fashion and Retail Limited ("the Company") which includes the financial statements of ABFRL Employee Welfare Trust, which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and total comprehensive loss (comprising of loss and other comprehensive loss), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the audit of the standalone financial statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

4. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter		How our audit addressed the key audit matter
Impairment assessment of goodwill		Our audit procedures included the following:
(Refer Note 5 to the Standalone Financial Statements)		l Understood and evaluated the design and tested operating effectiveness of Companys controls to assess impairment of goodwill on an annual basis.
The Company has goodwill of 1,859.60 crores as at March 31, 2024. The goodwill was acquired in business combinations recorded in the prior years and was allocated to Cash Generating Units (CGU) of the Company.
		l Evaluated whether the CGUs were determined and the goodwill allocation was performed in accordance with requirements of Ind AS 36 and our knowledge of the Companys operations.
In accordance with Ind AS 36, Impairment of Assets, goodwill acquired in a business combination is required to be tested for impairment annually.		l Evaluated the appropriateness of the approach selected by the management to determine the recoverable amount of the CGU. objectivity, and
Management has performed impairment assessment for each of the CGUs to which goodwill has been allocated by comparing the carrying amount of the CGU, including the goodwill, with the recoverable amount of the CGU which is higher of value in use and fair value less costs of disposal.		l Evaluated the competency independence of the management expert engaged by the Company.
		l Evaluated the reasonableness of the cashflow projections by testing the key management assumptions and estimates used in the impairment analysis and assessed the consistency of the cashflow projections with the budgets approved by the Board of Directors.
Impairment assessment of goodwill requires significant managementjudgementand estimates such as projected cash flows, discount rates, growth rates over the projection period and terminal growth rates. Given the judgement, subjectivity and sensitivity of key parameters to the changes in economic conditions, the impairment assessment of goodwill is considered to be a key audit matter.
		l Evaluated the sensitivity analysis performed by management on the growth rates and discount rates to determine whether reasonable changes in these key assumptions would result in the carrying amounts of individual CGUs to exceed their recoverable amounts.
		l Involved auditors expert to assist in evaluating the impairment assessment including certain assumptions used.
		Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
		Based on procedures above, managements impairment assessment of goodwill appears to be reasonable.
Key audit matter		How our audit addressed the key audit matter
Impairment evaluation of Investments in subsidiaries		Our audit procedures included the following:
(Refer Note 6(a) to the Standalone Financial Statements)		l Understood and evaluated the design and tested operating effectiveness of Companys controls to assess impairment of its investments in subsidiaries.
At March 31, 2024, the Company has investments in the following subsidiaries namely:		l Evaluated the appropriateness of the approach selected by the management to determine the recoverable amount.
Name of subsidiary	Amount ( In crores)	l Evaluated the objectivity, competency and independence of the Management expert engaged by the Company.
Jaypore E-Commerce Private Limited	254.75	l Evaluated the reasonableness of the cashflow projections by testing the key management assumptions and estimates used in the impairment analysis and assessed the consistency of the cashflow projections with the budgets approved by Board of Directors.
Finesse International Design Private Limited	97.77	l Evaluated the sensitivity analysis performed by the Management on the recoverable amount and assessed whether any reasonably foreseeable changes in key assumptions could lead to impairment loss or material change in valuation.
Sabyasachi Calcutta LLP	440.84	l Evaluated the Companys process regarding impairment assessment with the involvement of auditors valuation experts to assist in assessing the appropriateness of the impairment model including independent assessment of certain assumptions underlying the cash flow projections, discount rate, terminal value etc.
Indivinity Clothing Retail Private Limited (#)	254.20	l Obtained the audited Standalone Financial Statements of the subsidiaries for the year ended March 31, 2024 andevaluatedtheir
House of Masaba Lifestyle Private Limited	90.00	l Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
Aditya Birla Digital Fashion Ventures Limited (^)	650.00
TCNS Clothing Co. Ltd.	1,626.19
Based on the above work performed, Managements assessment of impairment of subsidiaries appears to be reasonable.
(#) including investment of 100 crores for which equity shares have not been allotted at March 31, 2024.
(^) including investment of 150 crores in Optionally Convertible Redeemable Preference Shares (OCRPS).
The Company evaluates the recoverability financial performance. of the carrying values of these investments in accordance with Ind AS 36 ‘Impairment of Assets. Impairment assessment is performed and recoverable amounts of the investments are determined if indicators of impairment are identified.
Management has considered losses suffered by these subsidiaries as an indicator for impairment assessment.
Management has therefore performed impairment assessment by determining the recoverable amount of the investments in these subsidiaries using the value in use method and comparing the same with the carrying value. Where the carrying value exceeds the recoverable amount, an impairment loss is recognized.
Determination of value in use involves use of projected cash flows based on financial budgets approved by the Board of Directors.
Management has involved external experts to determine the recoverable amounts. Impairment evaluation of investment in subsidiaries is considered as a key audit matter as it requires significant management judgement and estimates in addition to consideration of economic and entity specific factors in determination of the recoverable value used in impairment assessment such as projected cash flows, discount rates, growth rates over the projection period and terminal growth rates which are subject to management judgement and subjectivity and might be affected by changes in economic conditions.
Provision for Inventory obsolescence		Our audit procedures included the following:
(Refer Notes 2.4(d) and 12 to the Standalone Financial Statements)		l Understood and evaluated the design and tested the operating effectiveness of Companys controls to assess the adequacy of provision for inventory obsolescence.
The Company held inventories of 3,625.65 crores as at March 31, 2024. In accordance with Ind AS 2, Inventories, inventories are carried at lower of cost or net realizable value.		l Evaluated the methodology used by the management to determine the provision for inventory obsolescence and determined whether the method is consistent with that applied in the prior year.
The Company operates in a fast changing fashion market where there is a risk of inventory falling out of fashion and proving difficult to be sold above cost. Management has a policy to recognize provisions for inventory considering assessment of future trends and the Companys past experience related to its ability to liquidate the aged inventory.		l Assessed whether the changes in the methodology (if any) are reasonable and consistent with our understanding of the changes in the business.
		l Tested the ageing report including assessing its completeness and the underlying management judgements and estimates made. Further, assessed on a sample basis whether the calculation of provision for obsolescence is in accordance with Companys policy.
The provision for inventory obsolescence has been considered as a key audit matter, as determination of provision for inventory involves significant managementjudgment and estimates.		l Verified provisions and assessed their reasonableness on a sample basis.
		l Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
		Based on the above procedures performed, we did not identify any material exceptions in recognition and measurement of provision for inventory obsolescence.
Key audit matter		How our audit addressed the key audit matter
Provisions for discount and sales returns		Our audit procedures included the following:
(Refer Note 2.4(e) to the Standalone Financial Statements)		l Understood and evaluated the design and tested the operating effectiveness of Companys controls to assess the adequacy of provision for discounts and sales returns.
The Company has recognised provisions for unsettled discounts and sales returns amounting to 378 crores and 488.04 crores, respectively, as at March 31, 2024.		l Evaluated the periodic account reconciliations prepared by the management during the year.
Revenue from contracts with customers is recognised when the entity satisfies a performance obligation by transferring control of promised goods to a customer.		l Evaluated the management estimates and judgements in determining the provision for discounts and sales returns and assessed whether the same is consistent with the prior year.
Recognition of revenue requires determination of the net selling price after considering variable consideration including forecast of sales returns and discounts.		• Evaluated the contract terms for a sample of customer contracts to assess the reasonableness of the provision for discounts and returns and determine whether the same is in line with terms of the contract.
		l Verified credits notes issued to customers on a sample basis and assessed the validity of claims with the underlying documents and appropriate approvals.
The estimate of sales returns and discounts depends on contract terms, forecasts of sales volumes and past history of quantum of returns. The expected returns and discounts that have not yet been settled with the customers are estimated and accrued.
		l Evaluated the adequacy of the disclosures made in the Standalone Financial Statements.
		Based on the above procedures performed, we did not identify any material exceptions in recognition and measurement of provisions for discount and sales returns.
Determination of provisions for discounts and sales returns is determined as a key audit matter as it involves significant management judgement and estimation.

Other Information

5. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we approvals for specificobsolescence will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with governance for the standalone financial statements

6. The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors responsibilities for the audit of the standalone financial statements

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

9. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d) Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant in internal control that we identify during our audit.

11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 14. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the backup of certain books of account and other books and papers maintained in electronic mode has not been maintained on a daily basis on servers physically located in India during the year and the matters stated in paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ("the Rules").

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 14(b) above on reporting under Section 143(3)(b) and paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Rules.

(g) With respect to the adequacy of the internal financial controls with reference to standalone as financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. (Refer Notes 29 and 45 to the standalone financial statements)

ii. The Company was not required to recognise a provision as at March 31, 2024 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contract. The Company has made provision as required under the accounting deficiencies standards for material foreseeable losses, if any, on derivative contracts as at March 31, 2024.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed in Note 57 (vii) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 57 (vii) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account which has the feature of recording audit trail (edit log) facility, except for changes made by certain users through specific at application level and for direct database changes. During the course of performing our procedures, other than the aforesaid instances of audit trail not maintained where the question of our commenting does not arise, we did not notice any instance of audit trail feature being tampered with.

In respect of accounting software maintained by third party service providers, due to absence service auditors report related to audit trail, we are of orinsufficient unable to comment whether the audit trail feature of the aforesaid software were enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with.

15. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

ANNEXURE A TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 14(g) of the Independent Auditors Report of even date to the members of Aditya Birla Fashion and Retail Limited on the standalone financial statements as of and for the year ended March 31, 2024

Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause (i) of sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to standalone financial statements of Aditya Birla Fashion and Retail Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing deemed to be prescribed under Sectionaccess 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

6. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone financial statements

7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

ANNEXURE B TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 13 of the Independent Auditors Report of even date to the members of Aditya Birla Fashion and Retail Limited on the Standalone Financial Statements as of and for the year ended March 31, 2024 In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:

i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of property, plant and equipment.

(B) The Company is maintaining proper records showing full particulars of intangible assets.

(b) The property, plant and equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the property, plant and equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Notes 3(a) and 4(a) to the standalone financial statements, are held in the name of the Company, except for the following:

Description of property	Gross carrying value ( in crores)	Held in the name of	Whether promoter, director or their relative or employee	Period held - indicate range, where appropriate	Reason for not being held in the name of the Company
Freehold Land	5.92	Madura Garments Export Limited	No	8 years (from January 2016)
Factory Building	0.13	Madura Garments Lifestyle Retail Company Limited	No	8 years (from January 2016)
Leasehold properties (stores)	26.27	Pantaloons Fashion and Retail Limited	No	8 years (from January 2016)
Leasehold properties (stores)	78.09	Aditya Birla Nuvo Limited	No	8 years (from January 2016)	Title deeds are in name of erstwhile transferor companies.
Leasehold properties (Factories)	1.29	Aditya Birla Nuvo Limited	No	8 years (from January 2016)
Leasehold properties (Factories)	19.90	Crafting Clothing Private Limited	No	8 years (from January 2016)
Leasehold properties (Factories)	14.17	Madura Garments Lifestyle Clothing Private Limited	No	8 years (from January 2016)
Leasehold properties (Factories)	5.94	Madura Garments Exports Limited	No	8 years (from January 2016)

(d) The Company has not revalued its property, plant and equipment (including Right of Use assets) or intangible assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of property, plant and equipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in the standalone financial statements does not arise.

ii. (a) The physical verification of inventory (excluding stocks with third parties) has been conducted at reasonable intervals by the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory and have been appropriately dealt with in the books of account.

(b) During the year, the Company has been sanctioned working capital limits in excess of 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are in agreement with the unaudited books of account (Also, refer Note 57 (iv) to the Standalone Financial Statements).

iii. (a) The Company has made investments in eight companies, seventeen mutual fund schemes, granted unsecured loans to four subsidiary companies and granted loans to other parties (employees). The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans to subsidiaries and parties other than subsidiaries are as per the table given below:

	Amount
	( in crores)
Aggregate amount granted/ provided during the year
- Loans to subsidiary companies	267.60
- Loans to employees	0.63
Balance outstanding as at balance sheet date in respect of the above case
- Loans to subsidiary companies	253.60
- Loans to employees	0.28

(Also refer Note 7 and Note 13 to the Standalone Financial Statements)

(b) In respect of the aforesaid investments and loans, the terms and conditions under which such loans were granted/investments were made are not prejudicial to the Companys interest.

(c) In respect of the loans and advances in nature of loans, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the loans and advances in nature of loans, there is no amount which is overdue for more than ninety days.

(e) There were no loans and advances in nature of loans which have fallen due during the year and were renewed or extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans or advances in nature of loan.

(f) Following loans were granted during the year, including to related parties under Section 2(76), which are repayable on demand:

	All parties	Related parties
	( in crores)	( in crores)
Aggregate of loans/advances in nature of loan
Repayable on demand (A)	267.60	267.60
Agreement does not specify any terms or period of repayment (B)	-	-
Total (A+B)	267.60	267.60
Percentage of loans/advances in nature of loans as above to the total loans	99.76%	100%

(Also refer Note 7 and Note 13 to the Standalone Financial Statements)

iv. The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Companies Act, 2013 ("Act").

In our opinion, the Company has complied with the provisions of Section 186 of the Act, in respect of the loans and investments made. The Company has not issued or provided any guarantees and security.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74, 75 and 76 of the Act and the Rules framed there under.

vi. The Central Government of India has not specified the maintenance of cost records under sub section (1) of Section 148 of the Act for any of the products of the Company. Accordingly, reporting under clause 3(vi) of the Order is not applicable to the Company.

vii. (a) In our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of professional tax, tax deducted at source under the Income Tax Act, employees state insurance, labour welfare fund and goods and services tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, duty of customs, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) There are no statutory dues of provident fund, tax deducted at source, professional tax, labour welfare fund, employees state insurance and duty of customs which have not been deposited on account of any dispute. The particulars of other statutory dues referred to in sub-clause (a) as at March 31, 2024 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Gross Value ( in crores)	Paid Amount ( in crores)	Unpaid amount ( in crores)	Financial year to which the amount relates	Forum where the dispute is pending
Central Excise Act, 1944	Excise duty	0.50	-	0.50	2011-12 and 2012-13	Commissioner of Central Excise (Bangalore)
Orissa Entry Tax Act, 1999	Entry tax	0.00*	0.00*	0.00*	2002-03	Additional Commissioner - Appeals, Bhubaneswar
The Central Sales Tax Act, 1956 and Orissa Sales Tax Act, 1947	Sales Tax	0.01	0.00*	0.01	2002-03	Additional Commissioner - Appeals, Bhubaneswar
The Central Sales Tax Act, 1956 and Kerala Value Added Tax Act, 2003	Value added tax and Central sales tax	0.01	-	0.01	2004-05	Kerala Sales Tax Appellate Tribunal, Ernakulam
Karnataka Tax on Entry of Goods Act, 1979	Entry tax	0.03	-	0.03	2001-02 and 2004-05	Joint Commissioner of Commercial Taxes, Bengaluru
Andhra Pradesh Entry Tax Act	Entry tax	0.02	0.01	0.01	2006-07	Deputy Commissioner of Commercial Taxes, Secunderabad
The Central Sales Tax Act, 1956 and The Karnataka Value Added Tax Act, 2003	Value added tax and Central sales tax	2.01	2.01	0.00*	2004-05 and 2006-07	The High Court of Karnataka
The Central Sales Tax Act, 1956 and The Karnataka Value Added Tax Act, 2003	Value added tax and Central sales tax	5.31	1.59	3.72	2014-15	Karnataka Commercial Appellate Tribunal
Kerala Surcharge on Taxes Act, 1957	Surcharge on sales tax	3.14	0.70	2.44	2008-09 to 2016-17	Supreme Court of India
Goods and Service Tax, 2017	Goods and Service Tax	0.41	-	0.41	2017-18	Deputy Commissioner of State Goods and Service Tax, Maharashtra
The Central Sales Tax Act, 1956 and Kerala Value Added Tax Act, 2003	Value added tax and Central sales tax	0.73	0.15	0.58	2017-18	Assistant Commissioner (Appeals) of State Goods and Service Tax Department, Kozhikode
Textile Committee Act, 1963	Textile committee cess	1.19	0.60	0.59	1998-99 to 2004-05	The High Court of Karnataka
The Central Sales Tax Act, 1956 and The West Bengal Value Added Tax Act, 2003	Value added tax and Central sales tax	0.01	0.01	0.00*	2005-06	Appellate Tribunal, West Bengal
The Customs Act, 1962	Customs duty	2.98	-	2.98	2017-18 to 2021-22	CESTAT Mumbai
Goods and Services Tax Act, 2017, Rajasthan	Goods and Service Tax	0.63	0.03	0.60	2017-18	1st Appellate Authority (Rajasthan)
Goods and Services Tax Act, 2017, Gujarat	Goods and Service Tax	0.04	-	0.04	2017-18	The Superintendent of Central Tax, AR-IV, Div-VI, Ahmedabad South CGST
Goods and Services Tax Act, 2017, Haryana	Goods and Service Tax	0.90	0.04	0.86	2017-18	Excise and Taxation officer cum Proper officer of State Tax (GST)
Goods and Services Tax Act, 2017, Uttar Pradesh	Goods and Service Tax	17.99	0.83	17.16	2017-18	The JCCT (Corporate) of State Goods and Service Tax, Kanpur- II, Kanpur-C
Goods and Services Tax Act, 2017, Delhi	Goods and Service Tax	6.38	0.30	6.08	2017-18	Asst. Commissioner, Ward-201, 203 & 206/ KCS
Goods and Services	Goods and	0.55	0.02	0.53	2017-18	Deputy
Tax Act, 2017, Andhra Pradesh	Service Tax					Commissioner (ST), Regional GST Audit & Enforcement office, Visakhapatnam
The Customs Act, 1962	Customs duty	0.56	-	0.56	2017-18	Additional Commissioner of Customs Group III (Imports) Air Cargo Complex, Maharashtra

*All amounts in the table above have been rounded off to the nearest crores. The sign ‘0.00 indicates that the amounts are below fifty thousand and the sign ‘- indicates that amounts are nil.

viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.

(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government

(c) In our opinion, the term loans have been applied for the purposes for which they were obtained. (Also refer Note 22 to the Standalone Financial Statements)

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint venture.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has made a private placement of shares during the year, in compliance with the requirements of Section 42 and Section 62 of the Act. The funds raised have been used for the purpose for which funds were raised.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, a report under Section

143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has received whistle-blower complaints during the year, which have been considered by us for any bearing on our audit and reporting under this clause. As explained by the management, there were certain complaints in respect of which investigations are ongoing as on the date of our report and our consideration of the complaints having any bearing on our audit is based on the information furnished to us by the management.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the Standalone Financial Statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

xiv (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditor for the period under audit have been considered by us. xv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company. xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial or housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) has 8 CICs as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date will get discharged by the Company as and when they fall due.

xx. The Company was not required to spend any amount during the year for Corporate Social Responsibility under Sections 135(5) and 135(6) of the Act. Accordingly, there is no amount unspent as at March 31, 2024 and the reporting under clause 3(xx) of the Order is not applicable to the Company.

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

A. J. Shaikh

Partner

Membership Number: 203637

UDIN: 24203637BKENLU4780

Place: Mumbai

Date: May 28, 2024