Aditya Birla Fashion & Retail Limited

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Aditya Birla Fashion and Retail Limited (“ABFRL” or the “Company”), is one of India’s leading branded apparel retailers. ABFRL (https://www.abfrl.com/) operations include nine (9) manufacturing units (7 units in Bengaluru, 1 each in Tamilnadu and Odisha); seven (7) warehouses; and a retail network of stores offering a cumulative total retail space of around 9.2 million sq. ft. spread across India (retail network comprise of 3,977 brand stores, 33,535 multi-brand outlets and 6,723 point of sales in department stores). ABFRL is a part of the Aditya Birla Group (“AB Group”), a global conglomerate (https://www.adityabirla.com/about-us), in the league of Fortune 500, with business interests spanning from metals, pulp and fibre, chemicals, textiles, carbon black, telecom, cement, financial services, fashion retail and renewable energy. ABFRL is in discussions to acquire TCNS Clothing Company Limited (“TCNS” or “the Target”), one of the other branded apparel retail market players (https://www.tcnsclothing.com/) in women ethnic wear segment. IFC has proposed an A loan of up to US$100 million to ABFRL to finance the target acquisition (the “Project”). TCNS Clothing began its operations in 2001 with a capability to design, manufacture, market and retail a diverse portfolio of women’s branded apparel and ethnic wear across multiple categories of product lines. TCNS product portfolio includes top-wear, bottom-wear, drapes, combination-sets, and accessories including every-day wear, casual wear, work wear and occasion wear. TCNS has grown its brand portfolio to four brands (W, Elleven, Aurelia and Wishful). Evolving from being an apparel-only brand to a lifestyle brand, TCNS has introduced new categories like footwear, jewelry, and cosmetics in the recent years. As on date, TCNS operations include 50+ staff in its in-house design team in its Corporate Office in New Delhi; four (4) warehouses in New Delhi and about 4000+ points of retail sales. The retail store network includes: 675 Exclusive Business Outlets (EBO) across India and six EBOs in Nepal, Mauritius, and Sri Lanka markets; 1098 Multi Brand Outlets (MBO); Online Partners; 2298 Large Format Stores (LFS); and about 44 Shop-in-Shop (SIS) stores. TCNS does not own any kind of garment manufacturing facilities and instead engages job workers (Ready Made Garment manufacturing units/garment finishing units) for manufacturing all its products with a significant majority located in the National Capital Region of New Delhi. There are about 250+ job workers (ranging from artisanal groups to large mills) and raw material suppliers as part of its supply chain. TCNS does not own any parcel of land or buildings and spaces for offices, warehouses and retail stores operation are located on leased or rented buildings.