Auditor Report of Aditya Birla Lifestyle Brands Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial statements of Aditya Birla Lifestyle Brands Limited
(“the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, 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 period from April 9, 2024 to March 31,2025,
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, 2025, and total comprehensive
income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the
period 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 “Auditor''s 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 standalone financial statements under
the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

4. We draw attention to Note 48 to the standalone financial statements regarding the Scheme of Arrangement
(the ‘Scheme'') between the Company, Aditya Birla Fashion and Retail Limited, and their respective
shareholders and creditors, as approved by the National Company Law Tribunal (‘NCLT'') vide its order dated
March 27, 2025. The Company was incorporated on April 9, 2024. However, the Scheme has been given effect
to in the standalone financial statements from the ‘appointed date'' of April 1, 2024, as per the Scheme
approved by NCLT.

Our opinion is not modified in respect of this matter.

Key audit matters

5. 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 (Refer Note 5 to the standalone financial statements) The Company has goodwill of '' 627.67 crores at March 31, 2025. The goodwill was acquired through a business combination which occurred prior to transfer of business from Aditya Birla Fashion and Retail Limited. Goodwill was allocated to a Cash Generating Unit (CGU) of the Company. In accordance with Ind AS 36, Impairment of Assets, goodwill acquired in a business combination is required to be tested for impairment annually. Management has performed impairment assessment for the CGU to which goodwill has been allocated by comparing the carrying amount of the assets relating to the CGU, including the goodwill, with the recoverable amount of the CGU. Recoverable amount is the higher of value in use and fair value less costs of disposal. Impairment assessment of goodwill requires significant management judgement and 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.

Our audit procedures included the following: • Understood and evaluated the design and tested operating effectiveness of Company''s controls to assess impairment of goodwill on an annual basis. • Evaluated whether the CGU was determined and the goodwill allocation was performed in accordance with requirements of Ind AS 36 and our knowledge of the Company''s operations. • Evaluated the appropriateness of the approach selected by the management to determine the recoverable amount of the CGU. • Evaluated the objectivity, competency and independence of the management expert engaged by the Company. • Evaluated the reasonableness of the cashflow projections by testing the key management assumptions and estimates used in the impairment analysis. • 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 carrying amount of CGU to exceed its recoverable amount. • Involved auditor''s expert to assist in evaluating the impairment assessment including certain assumptions used. • Evaluated the adequacy of the disclosures made in the standalone financial statements.

Key audit matter How our audit addressed the key audit matter

Provision for Inventory obsolescence Our audit procedures included the following:

(Refer Notes 2.4(c) and 12 to the standalone • Understood and evaluated the design and tested the
financial statements) operating effectiveness of Company''s controls to assess the

The Company held inventories of '' 2,107.52 ^adeq^uacy ^of p^{rovision for inventor}y °^bs°^lescence.

crores at March 31, 2025. In accordance with • Evaluated the methodology used by the management to
Ind AS 2, Inventories, inventories are carried at determine the provision for inventory obsolescence.

^{lower of cost or net realizable value}. • tested the ageing report including assessing its completeness

The Company operates in a fast changing fashion and the underlying management judgements and estimates

market where there is a risk of inventory falling made. Further, assessed on a sample basis whether the

out of fashion and proving difficult to be sold calculation of provision for obsolescence is in accordance

above cost. with Company''s policy.

Management has a policy to recognize provisions • Verified appropriate approvals for specific obsolescence
for inventory considering assessment of future provisions and assessed their reasonableness on a sample
trends and the Company''s past experience basis.

^{related to its ability to liquidate the aged} • Evaluated the adequacy of the disclosures made in the

^inventory. standalone financial statements.

The provision for inventory obsolescence has
been considered as a key audit matter, as
determination of provision for inventory involves
significant management judgment and estimate.

Provisions for discount and sales returns Our audit procedures included the following:

(Refer Note 2.4(d) to the standalone financial • Understood and evaluated the design and tested the
statements) operating effectiveness of Company''s controls to assess the

The Company has recognised provisions for ^adeq^uacy ^of p^{rovision for discounts and sales returns}.
unsettled discounts and sales returns amounting • Evaluated the periodic account reconciliations prepared by
to '' 289.84 crores and '' 499.11 crores, the management during the period.

^respectively ^{at March 31, 2025}. • Evaluated the management estimates and judgements in

Revenue from contracts with customers determining the provision for discounts and sales returns.

^{is recognised when the entity satisfies a} • Evaluated the contract terms for a sample of customer

p^{erformance obli}g^{ation b}y ^transferring rairtrd contracts to assess the reasonableness of the provision for

^{of promised goods to a customer.} discounts and returns and determine whether the same is

Recognition of revenue requires determination in line with terms of the contract.

^{of the net sellin}g p^{rice after considerin}g ^variable • verified credits notes issued to customers on a sample basis
^{consideration includin}g ^{forecast of sales returns} and assessed the validity of claims with the underlying

^{and discounts.} documents and appropriate approvals.

^{The estimate of sales returns and discounts} • Evaluated the adequacy of the disclosures made in the

^dep^{ends on contract terms}, ^{forecasts of sales} standalone financial statements.
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.

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

6. The Company''s Board of Directors is responsible for the other information. The other information comprises
the information included in the Director''s report, but does not include the financial statements and our
auditor''s reports thereon.

Our opinion on the standalone financial statements does not cover the other information and we do 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 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. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact.

We have nothing to report in this regard.

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

statements

7. The Company''s 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 Indian 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
standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

8. In preparing the standalone financial statements, Board of Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the audit of the standalone financial statements

10. 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 auditor''s 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 standalone
financial statements.

11. 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 sufficient and 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 standalone 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 the Management.

d) Conclude on the appropriateness of management''s 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 Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report
to the related disclosures in the standalone 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
auditor''s 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.

12. 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 deficiencies in internal control
that we identify during our audit.

13. 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.

14. 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 auditor''s 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

15. As required by the Companies (Auditor''s 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.

16. 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 for the matters stated in paragraph 16(h)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
Further, in the absence of sufficient appropriate audit evidence, we are unable to verify whether the
backup of certain books and papers maintained in electronic mode has been maintained on a daily basis
on servers physically located in India during the year.

(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 Indian 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 31,2025, 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 16(b) above on reporting under Section 143(3)(b) and
paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014 (as amended).

(g) With respect to the adequacy of the internal financial controls with reference to 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 Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 Note 44 to the standalone financial statements)

ii. The Company was not required to recognise a provision as at March 31,2025 under the applicable
law or Indian Accounting Standards, as it does not have any material foreseeable losses on long¬
term contracts. The Company has made provision as required under the accounting standards for
material foreseeable losses, if any, on derivative contracts as at March 31, 2025.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company during the period ended March 31,2025.

iv. (a) The management has represented that, to the best of its knowledge and belief, as disclosed

in Note 52(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 (Refer Note 52(vii) to the standalone financial statements);

(b) The management has represented that, to the best of its knowledge and belief, as disclosed
in the Note 52(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 (Refer Note 52(vii)
to the standalone financial statements); 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 period.

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,
and that have operated throughout the period for all relevant transactions recorded in the software,
except for changes, if any, made by certain users with specific access at the application level and
for direct database changes. During the course of performing our procedures, we did not notice
any instance of the audit trail feature being tampered with, except for the aforesaid instances
of audit trail not maintained where the question of our commenting on whether the audit trail
feature has been tampered with does not arise. Further, the audit trail, to the extent maintained
in the prior year, has been preserved by the Company, as per the statutory requirements for record
retention.

In respect of accounting software maintained by third party service providers, due to absence of
or insufficient information in the service auditors'' report related to audit trail, we are 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. Further, the audit trail was not
maintained in the prior year and hence the question of our commenting on whether the audit
trail was preserved by the Company as per the statutory requirements for record retention does
not arise.

17. The Company has not paid any remuneration to its directors during the year. Accordingly, reporting under
Section 197(16) of the Act is not applicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

A. J. Shaikh

Partner

Membership Number: 203637

UDIN: 25203637BMKSJQ9630

Place: Mumbai

Date: May 23, 2025