Aditya Birla Fashion and Retail Ltd

Aditya Birla Fashion and Retail Limited — Trading Window closed from October 1, 2026 until 48 hours from the announcement of the unaudited standalone and consolidated financial results for the quarter and half year ended September 30, 2026

Ownership consolidation

• ABDFVL acquired an additional 15.62% stake in Imperial on Sep 17, 2026.
• Post-acquisition, Imperial becomes a 100% owned subsidiary of ABDFVL.
• Imperial is a step-down subsidiary of ABFRL.
• Paid-up equity capital of Imperial: ₹12.97 million; FY26 turnover ₹119.38 crore.
• Not a related party transaction; no promoter group interest; arms-length.
• No regulatory approvals required; transaction completed.
• Cash consideration; terms per Share Subscription and Shareholders' Agreement dated July 11, 2022.
• Imperial revenue history: FY24 ₹66.78 cr; FY25 ₹77.93 cr; FY26 ₹119.38 cr.

Subsidiary incorporation

• Sabyasachi Retail FZ-LLC incorporated in Ras Al Khaimah, UAE as SIL's wholly owned subsidiary.
• 100% equity stake held by Sabyasachi India Limited (SIL).
• Authorized capital: 3,458 shares of AED 1,000; paid-up capital: 3,458 shares.
• Turnover not applicable; entity newly incorporated.
• Objects: dealing in designer apparels, jewellery, and accessories in UAE.
• Subscription price: cash; initial share subscription at par value.
• Regulatory approvals: Not Applicable.
• Date of incorporation: September 16, 2026.
• This constitutes a step-down subsidiary of ABFRL via SIL.

AGM details

• Held Aug 25, 2026 via VC/AVM; 3:30–4:52 PM IST.
• Record date: 18 Aug 2026.

Resolutions

• Item 1: Adopt standalone and consolidated financial statements; reports approved.
• Item 2: Reappoint Aryaman Vikram Birla as Director.
• Item 3: Reappoint Price Waterhouse Co Chartered Accountants LLP as Statutory Auditors.
• Item 4: Re-designate Sangeeta Tanwani as Non-Executive Non-Independent Director.

Voting outcomes

• Item 1 passed; 99.996% in favour, 0.004% against, 180,137 abstained.
• Item 2 passed; 99.898% in favour, 0.102% against, 159,395 abstained.
• Item 3 passed; 99.994% in favour, 0.006% against, 159,395 abstained.
• Item 4 passed; 99.960% in favour, 0.040% against, 159,395 abstained.

Auditors & Directors

• Auditors: Price Waterhouse Co Chartered Accountants LLP re-appointed; tenure not disclosed.
• Director: Aryaman Vikram Birla reappointed.
• Director: Sangeeta Tanwani designated as Non-Executive Non-Independent Director.

AGM details

• AGM held on 25 August 2026 via VC/OAVM.
• Meeting duration 3:30 PM to 4:52 PM IST.

Key resolutions

• Adoption of audited standalone and consolidated financial statements for FY2026.
• Re-appointment of Aryaman Vikram Birla as director, retiring by rotation.
• Re-appointment of Price Waterhouse & Co Chartered Accountants LLP as statutory auditors.
• Re-designation and appointment of Sangeeta Tanwani as non-executive non-independent director.

Voting status

• Voting results not disclosed; e-voting outcomes to be intimated separately.

Director changes

• Aryaman Vikram Birla re-appointed as director (retiring by rotation).
• Sangeeta Tanwani appointed as non-executive non-independent director.

Auditors

• PwC re-appointed as statutory auditors.

Financial Performance

• Revenue for Q1 FY27: INR 2,026 crores, up 11% YoY.
• EBITDA: INR 167 crores; margin 8.2%.
• Net loss: INR 249 crores vs INR 234 crores prior year; higher depreciation and finance costs.
• Standalone cash ~INR 1,000 crores; annual funding ~INR 500–550 crores; FCF positive by FY29–30.
• Stores: 1,286 stores across 7.9 million sq ft; 45 stores added in quarter.

Segment Highlights

• Pantaloons: revenue INR 1,204 crores; 10% YoY; EBITDA margin 15.9%.
• Pantaloons growth 7%; OWND growth 55% YoY; 1 Pantaloons store, 9 OWND stores added.
• Ethnic portfolio: revenue INR 454 crores; 4% YoY; like-for-like +5%.
• TCNS: retail revenue up 10% YoY; non-retail de-growth; 8 new stores.
• Tasva: growth 35% YoY; 90 stores; revenue target 400–500 crores to reach profitability.
• The Collective & Mono-Brand: 51 stores; double-digit growth; Galeries Lafayette launch; break-even target in 2H.
• TMRW: primary sales +11% YoY; secondary +16%; cash losses narrowed; over 140 stores incl. Wrogn.

Cash and Balance Sheet

• TMRW has raised INR 500 crores for growth; ABFRL not required to fund.
• Standalone cash at quarter-end ~INR 1,000 crores; year-end cash around INR 500 crores.
• Total store count 1,286; retail space ~7.9 million sq ft.

Capex and Projects

• Capex guidance ~INR 450 crores this year (including working capital); ~INR 300+ crores to stores/renovations.
• Pantaloons H1 store additions ~20–22 stores.
• Tasva expansion: 25–30 stores this year; current network ~90 stores.
• TMRW capex not disclosed; plan to add 75+ stores across portfolio this year.
• Galeries Lafayette expected to break-even by 2H this year at a total level.
• Delhi store planned as next phase in 2–3 years.

Guidance and Outlook

• FY29 is the year TMRW is expected to become profitable; portfolio profitability by FY29–30.
• Portfolio expected to be FCF-positive by FY29–30.
• Inflation observed around 4% across Pantaloons and OWND; Pantaloons price hikes kept minimal.

Q&A Highlights

• Pantaloons: OWND incremental ~2–2.5% of segment growth; OWND not yet profitable; 20–22 stores in H1.
• TMRW: organic growth target 20–25%; losses narrowing; 140 stores now; 75+ stores this year.
• Gal eries Lafayette: break-even target in 2H; one full season to assess revenue base.
• TCNS: full ethnic portfolio growth ~20%+ in FY27; some drag from non-retail channels.
• Tasva: revenue target 400–500 crores to achieve profitability; 25–30 stores added this year.
• Inflation and pricing: ~4% inflation; Pantaloons limited price hikes; focus on inventory and throughput.