Aditya Birla Fashion and Retail Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2023

Notes:


3 The above standalone financial results, as reviewed and recommended by the Audit Committee, have been approved by the Board of Directors at its meeting held on May 22, 2023.

4 The figures for the quarters ended March 31, 2023 and March 31, 2022 are the balancing figures between the audited figures in respect of the full financial years ended March 31, 2023 and March 31, 2022 and the unaudited published year-to-date figures upto December 31, 2022 and December 31, 2021 respectively, being the dates of the end of the third quarters of the financial years which were subjected to limited review.

5 The audit as required under Regulation 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) has been completed by the Auditors of the Company and the related report is being submitted to the concerned Stock Exchanges.


6 The segment information as per Ind AS 108 “Operating Segments” is provided on the basis of consolidated financial results, hence the same is not provided separately for the standalone financial results.

7 "The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to Ind AS 116 - Leases, by inserting a practical expedient w.r.t. “Covid-19-Related Rent Concessions” effective from the period beginning on or after April 01, 2020 and vide notification dated June 18, 2021, extended practical expedient upto June 30, 2022. The Company has applied the practical expedient with effect from April 01, 2020.

"

The Company has offset the amount of unconditional rent concessions against rent expenses, to the extent available, and balance has been presented under "Other Income" as follows:

Particulars Quarter ended Year ended
March 31, 2023 December 31, 2022 March 31, 2022 March 31, 2023 March 31, 2022
(Unaudited) "(Audited)
" "(Audited)
"
Rent concession offset against rent expenses, to the extent available Nil Nil 22.27 0.17 215.43
Rent concession included in above for periods beyond Nil Nil - - -

8 ESOP Share Allotment: Pursuant to various Employees Stock Option Schemes, following Equity Shares of Rs. 10/- each were allotted /transferred to the option grantees:
Particulars Quarter ended March 31, 2023 Year ended March 31, 2023
Allotment [Non-Trust Route] 40,649 2,70,225
Allotment [by way of transfer from ESOP Trust] 2,91,603 4,11,939

9 "Rights Issue - 2020:
a) Approval: On May 27, 2020, the Board approved fund raising by way of a Rights Issue. On June 25, 2020, it further approved the terms of the issue i.e. 9,04,65,693 equity shares of face value of Rs. 10 each (""RES"") at a price of Rs. 110 per Rights Equity Share (including premium of Rs. 100 per RES), aggregating to Rs. 995.12 Crore, in the ratio of 9 RES for every 77 existing fully-paid shares held by the eligible equity shareholders as on the Record Date i.e. July 1, 2020.
b) Application: On July 28, 2020, 9,02,77,042 RES of face-value Rs. 10 each were allotted as Partly paid shares (“PPS”) to the eligible applicants who paid the application amount of Rs. 55 per RES (including premium of Rs. 50). Allotment of 1,88,651 RES was kept in abeyance, pending regulatory/ other clearances.
c) First Call: On January 11, 2021, the ‘First call’ money of Rs. 27.50 per PPS (including premium of Rs. 25) was called for. On 8,99,09,500 PPS, the amount due, was successfully received. 3,67,542 PPS were forfeited due to non-payment, in accordance with the Articles of Association and Letter of Offer [dated June 28, 2020] (“LoF”)." d) Final Call: On July 5, 2021, the final call money of Rs. 27.50 per PPS (including premium of Rs. 25) was called for and the payment period ended on July 19, 2021.
e) Annulment of Forfeiture: On September 1, 2021, the Board of Directors approved annulment of 3,67,542 partly paid-up shares (“PPS”) which were earlier forfeited. The Company issued a ‘Final Demand Cum Forfeiture Notice - Partly Paid-Up Equity Shares’ on September 28, 2022 to those shareholders who were yet to pay the amount due, thereby allowing further time until October 31, 2022. The Company has received payment towards 3,08,645 PPS.
f) Forfeiture: On November 4, 2022, the Board of Directors approved the forfeiture of 86,900 Equity shares on which first and/or final call amount remains unpaid.
g) There has been no deviation in the use of proceeds of the Rights Issue, from the objects stated in the LoF."

10 "Acquisition of TCNS Clothing Co. Ltd:
On May 5, 2023, the Board of Directors approved the acquisition of TCNS Clothing Co. Ltd (“Target Company”). The Acquisition is subject to approval of the Competition Commission of India, Securities and Exchange Board of India (SEBI) and other regulatory approvals.  The acquisition of the Target Company is planned to be achieved in the following  manner:
a) Acquisition of between 1,41,92,448 to 1,98,76,757 equity shares of Target Company representing ~22.0% to ~30.81% of the Expanded Share Capital of the Target Company, as defined in the Public Announcement from the promoters for a consideration of Rs. 503 per equity share (subject to closing adjustments).
b) Making an open offer for up to 1,87,08,227 equity shares, constituting 29.0% of the Expanded Share Capital, at a price of Rs. 503 per equity share to the public shareholders of the Target Company, conditional upon a minimum level of acceptance of 1,30,23,918 equity shares, constituting ~20.19% of the Expanded Share Capital (“Minimum Level of Acceptance”);
c) Subsequent to completion of steps a) and b), amalgamation of the Target Company (as a going concern) with the Company under the Companies Act, 2013 read with relevant circulars and regulations of Securities and Exchange Board of India, and other applicable laws.  Equity shares of the Company will be issued to the shareholders of the Target Company (other than the Company) in the ratio of 11 fully paid up equity shares of INR 10 each of the Company for every 6 fully paid-up equity shares of INR 2 of the Target Company (“Share Exchange Ratio”). The effectiveness of the Scheme will be subject to inter alia the approval of Competition Commission of India, National Company Law Tribunals and completion of the Acquisition and filing of the approved schemes with the Registrar of Companies; 
d) Approval of the acquisition by the Board of Directors is a non-adjusting subsequent and therefore no adjustments have been made in the Standalone Financial Results."
11 Additional disclosures as per Regulation 63 read with Regulation 52 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Quarter ended Year ended
Particulars March 31, 2023 December 31, 2022 March 31, 2022 March 31, 2023 March 31, 2022
" (Audited)
" (Unaudited) " (Audited)
" " (Audited)
" " (Audited)
"

Debt service coverage ratio (times)1 (4.13) 0.23 2.53 0.52 0.04
Interest service coverage ratio (times)2 (4.52) 2.97 2.95 2.25 0.14
Net profit/ (loss) after tax (Rs. in Crore) (128.10) 56.90 49.67 132.52 (80.70)
Earnings per share (not annualised)
- Basic (Rs.) (1.33) 0.59 0.53 1.40 (0.87)
- Diluted (Rs.) (1.33) 0.59 0.53 1.39 (0.87)
Bad debts to Account receivable ratio (times)3 - - - - -
Debtors turnover (times) (annualised)4 11.28 12.47 11.58 14.77 11.55
Inventory turnover (times) (annualised)5 2.82 3.52 3.47 3.62 3.50
Operating margin (%)6 -1.94% 5.67% 6.68% 5.03% 2.90%
Net profit margin (%)7 -4.83% 1.69% 2.28% 1.13% -1.03%
Debt equity ratio (times)8 0.28 0.08 0.17 0.28 0.17
Outstanding redeemable preference shares
- Quantity (Nos)  5,00,500  5,00,500  5,00,500  5,00,500  5,00,500
- Value (Rs. in Crore) 0.51 0.51 0.51 0.51 0.51
Net worth (Rs. in Crore) 3,786.89 3,911.42 2,882.14 3,786.89 2,882.14
Current ratio (times)9 1.13 1.04 1.03 1.13 1.03
Long term debt to working capital (times)10 1.60 1.21 1.71 1.60 1.71
Current liability ratio (times)11 0.71 0.81 0.79 0.71 0.79
Total debts to total assets (times)12 0.16 0.07 0.13 0.16 0.13

Ratios have been computed as follows:
1. Debt service coverage ratio = Earnings before interest* and tax / (Finance cost* + Principal repayment of borrowings )
2. Interest service coverage ratio = Earnings before interest* and tax / Finance cost*
3. Bad debts to Account receivable ratio = Bad debts / Average of opening and closing Accounts receivables
4. Debtors turnover (annualised) = Revenue from Operations for the period / Average of opening and closing Trade Receivables
5. Inventory turnover (annualised) = Revenue from Operations for the period / Average of opening and closing Inventories
6. Operating margin = Earnings before interest and tax / Revenue from Operations
7. Net profit margin = Profit After Tax / Revenue from Operations
"8. Debt equity ratio = Debt / Equity
Debt = Borrowings (excluding Lease Liabilities accounted as per Ind AS 116) - Cash and Bank Balance (includes fixed deposits) - Liquid Investments
Equity = Equity share capital + Other equity (excluding impact of Ind AS 116)"
9. Current ratio = Current Assets / Current Liabilities (excluding Lease Liabilities accounted as per Ind AS 116)
"10. Long term debt to working capital = Long term debt / Net working capital
Long term debt = Non current borrowings + Current maturity of long term borrowings
Net working capital = Inventory + Trade receivable + Cash and Bank balances + Other Assets - Trade payables - Other liabilities (excluding impact of Ind AS 116)"
11. Current liability ratio = Current Liabilities (excluding Lease Liabilities accounted as per Ind AS 116) / Total liabilities (excluding Lease Liabilities accounted as per Ind AS 116)
"12. Total debts to total assets = Total Debts / Total Assets
Total Debts = Non current borrowings + Current borrowings
Total assets = Non-current assets (excluding right of use assets accounted as per Ind AS 116) + Current assets"
* Finance cost/ interest comprises of Interest expense on borrowings and excludes interest expense on lease liabilities and interest charge on fair value of financial instruments.
13. The Company is not required to maintain Debenture Redemption Reserve as Non Convertible Debentures are privately placed debentures. The Company is also not required to maintain Capital Redemption Reserve as the preference shares are not to be redeemed during the financial year.
14. The Sector specific equivalent ratios are not applicable to the Company.

12 The next due dates for the payment of interest and repayment of principal:
NCDs issued by the Company in the year 2020, under Series 7, at Coupon rate of 8.75% p.a. Coupon payment is due annually commencing from May 22, 2021 and payment of the redemption amount is due on May 22, 2023;
NCDs issued by the Company in the year 2021, under Series 8, at Coupon rate of 5.80% p.a. Coupon payment is due annually commencing from September 09, 2022 and payment of the redemption amount is due on September 09, 2024;
NCDs issued by the Company in the year 2023, under Series 9, at Coupon rate of 7.80% p.a. Coupon payment is due annually commencing from January 30, 2024 and payment of the redemption amount is due on January 30, 2026;

- Details of the outstanding redeemable preference shares are as under:
500,000, 8% Cumulative redeemable preference shares of Rs. 10/- each, redeemable at any time after completion of 15 years from March 31, 2009; and
500, 6% Cumulative redeemable preference shares of Rs. 100/- each, redeemable at any time after completion of 15 years from October 14, 2009.

13 The Company is in compliance with the requirements of the Chapter XII of SEBI operational circular dated August 10, 2021 applicable to Large Corporate Borrowers.





Place : Mumbai Ashish Dikshit
Date : May 22, 2023 Managing Director


Aditya Birla Fashion and Retail Limited
"Registered Office: Piramal Agastya Corporate Park, Building 'A', 4th and 5th Floor,
Unit No. 401, 403, 501, 502, L.B.S. Road, Kurla, Mumbai - 400 070"
CIN: L18101MH2007PLC233901 E-mail: secretarial.abfrl@adityabirla.com
Tel: (+91) 86529 05000 | Fax: (+91) 86529 05400 Website: www.abfrl.com