MRVL MANDHANA RETAIL VENTURES LTD. ESWIRMINAKIM Registered Office Plot No. E -132, M.I.D.C., Tarapur Industrial Area, Boisar, Dist : Palghar - 401506 CIN L523909,1H2011PLC213349 22nd August, 2017 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C-1, Dalai Street, G Block, Bandra Kurla Complex, Mumbai - 400 023 Bandra (E), Mumbai 400 051 Dear Sir/Madam, Sub: Notice of the 6th Annual General Meeting and Annual Report 2016-17 Ref: BSE Scrip Code — 540210 & NSE Symbol - TMRVL We wish to inform you that the 6th Annual General Meeting (`AGM') of The Mandhana Retail Ventures Limited (`Company') is scheduled to be held on Wednesday, the 20th day of September, 2017 at 12.00 noon at Plot No. C-2, M.I.D.C., Tarapur Industrial Area, Boisar, District Palghar - 401506. The Notice of the 6th AGM and the Annual Report of the Company for the financial year 2016-17 are enclosed herewith for your records. Kindly take the above on your records and oblige. Yours faithfully, for THE MANDHANA RETAIL VENTURES LIMITED ISH MANDHANA (Chi f Executive Officer) Encl.: As above. C.C.: National Securities Depository Limited Central Depository Services (India) Trade World "A" Wing, Limited Kamala Mills Compound, 4th Floor, 17th Floor, Phiroze Jeejeebhoy Towers, Senapati Bapat Marg, Lower Parel, Dalal Street, Fort, Mumbai - 400 033. Mumbai - 400 001. Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai - 400 083. THE MANDHANA RETAIL VENTURES LIMITED Corporate Office: 006-008, Peninsula Centre, Dr. S.S Rao Road, Parel, Mumbai 400012. Tel: 9 1-22-43 539 I 9 I Fax: 91-22-43539216/17/18 Email: info©mandhanaretail.com Website: www.mandhanaretail.com fent* Mandhana Retail Vefitulie Limited) PROMISE BEYOND BUSINESS ANNUAL REPORT 2016-17 Read Inside COMPANY OVERVIEW Promising Business 02 Geographic Presence 05 Diverse Offerings 06 Chairman’s Communiqué 08 Consistent Performance 10 Our Promise 12 Human Assets 20 Accolades 21 Eminent Board 22 Key Management Personnel 23 Corporate Information 24 STATUTORY REPORTS Directors’ Report 26 Management Discussion & Analysis 50 Report on Corporate Governance 55 FINANCIAL STATEMENTS Independent Auditors’ Report 69 Balance Sheet 74 Statement of Profit & Loss 75 Cash Flow Statement 76 Notes 77 Highlights 2016-17 NET SALES ` 216 cr EBIDTA ` 40.18 cr POST-TAX PROFIT ` 20.02 cr MARKET CAPITALISATION Forward-looking statement In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend ` cr our prospects and take investment decisions. This report and other statements – written and oral – that 473.78 we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words EARNINGS PER SHARE of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying ` 9.07 assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward- looking statement, whether as a result of new information, future events or otherwise. WE ARE YOUNG, AGILE AND EAGER TO MAKE A DIFFERENCE IN OUR BUSINESS AND BEYOND. We are crafting unique celebrity- Salman Khan designs for discerning enhances our popularity customers, supported by across a large consumer cost-effective product cross-section. development and efficient operations. At the same time, we have endeavoured to During the year, we make fashion a vehicle enhanced our retail for social empowerment. outreach, fostered We will continue to rewarding partnerships, focus on this aspect of focused more on digital our brand identity to presence and reinforced create value our expansion across for all. geographies. Being a global brand, we look Our stakeholder promise forward to tie-ups with transcends business large retailers in the US priorities for a larger and South-East Asia. social outreach. Our association with Being Human- The Salman Khan Foundation and its ambassador, the renowned Bollywood THE MANDHANA RETAIL VENTURES LIMITED / ANNUAL REPORT 2016-17 Promising Business The Mandhana Retail Ventures Limited (TMRVL) is one of India’s fastest growing retail company. At TMRVL, we create superior high-fashion products that are acclaimed globally. Our integrated operations include designing, development, production, marketing and distribution. Our brand ‘Being Human’ is the separate entity on the National Stock Limited to create one of India’s leading outcome of a powerful combination of Exchange of India Limited (‘NSE’) retail entities, The Mandhana Retail fashion, charity and association with the and BSE Limited (‘BSE’) in December Ventures Limited was a prudent Bollywood superstar and celebrity Salman 2016. We entered into a global exclusive step to create long-term value for all Khan. This uniqueness enables our brand trademark licence agreement to design, stakeholders. to stand out globally and differentiate manufacture, retail and distribute men’s itself among other fashion brands. wear, women’s wear and accessories under the ‘Being Human’ trademark FY 2016-17 was a landmark year as our until 31st March, 2020. The exercise of Company was successfully listed as a demerger with Mandhana Industries Being Human SS’17 Campaign with Salman Khan and Amy Jackson 2 PROMISING BUSINESS COMPANY OVERVIEW 01–24 OVERVIEW COMPANY STATUTORY REPORTS 26–68 REPORTS STATUTORY BEING HUMAN A clothing line with a heart, as is helps shape a life through education known to all. The renowned Bollywood and save a life through healthcare celebrity Salman Khan is our brand initiatives of the Foundation. ambassador. Being Human clothing personifies six humane expressions: At Being Human, customer 69–95 STATEMENTS FINANCIAL love, care, share, hope, help and joy. convenience is of utmost importance. These positive and strong values are To enhance our brand visibility embedded in our DNA and reflect in and reach, we are leveraging digital our thought and action. channels. Tie-ups with leading online Our brand has a rare combination of fashion stores such as Myntra, Abof commitment towards human well-being and many more has significantly through developing fashion. Being increased our reach. Partnering Human – the Salman Khan Foundation with popular retail chains, such as is a registered charitable trust to help Shoppers Stop, Lifestyle, Splash, Jade improve education and healthcare for Blue, All That Jazz, My Store and the underprivileged. Each garment Wardrobe, are bolstering our sales. OUR PHILOSOPHY 3 THE MANDHANA RETAIL VENTURES LIMITED / ANNUAL REPORT 2016-17 Promising Business (CONTD.) 600+ 5 405 145 RETAIL SELLING POINTS OVERSEAS STORES MULTI-BRAND OUTLETS OVERSEAS POS Minimal debt 15 STRONG BALANCE SHEET COUNTRY PRESENCE 604 7 TEAM STRENGTH DISTRIBUTION PARTNERS 18.41% 4 E-COMMERCE SELLING EBITDA MARGINS POINTS 29 24 EXCLUSIVE BRAND FRANCHISE STORES OUTLETS (INDIA) (INDIA) OUR BUSINESS CATEGORIES Our clothing business goes beyond profitability and stands for a noble cause. Our major share is occupied by the men’s wear clothing followed by women’s wear and accessories. Every penny earned is a smile earned. % 92 Menswear 4 Womenswear 4 Accessories 4 PROMISING BUSINESS / GEOGRAPHIC PRESENCE COMPANY OVERVIEW 01–24 OVERVIEW COMPANY Making a Style Statement Globally STATUTORY REPORTS 26–68 REPORTS STATUTORY FINANCIAL STATEMENTS 69–95 STATEMENTS FINANCIAL EBO & Franchise SIS Our International Presence 24 88 FRANCE 2 132 MIDDLE EAST 549 NEPAL 22 136 MAURITIUS DOMESTIC OUTLETS 458 INTERNATIONAL OUTLETS 150 OUR REVENUES % 84.4 Domestic 15.6 Global 5 THE MANDHANA RETAIL VENTURES LIMITED / ANNUAL REPORT 2016-17 Our Diverse Offerings MENSWEAR SHIRTS T-SHIRTS POLOS DENIMS TRACKS SHORTS CHINOS SWEATERS ACCESSORIES BELTS CAPS WALLETS 6 OUR DIVERSE OFFERINGS COMPANY OVERVIEW 01–24 OVERVIEW COMPANY STATUTORY REPORTS 26–68 REPORTS STATUTORY WOMENSWEAR FINANCIAL STATEMENTS 69–95 STATEMENTS FINANCIAL SHIRTS T-SHIRTS TOPS SKIRTS DRESS DENIMS SHORTS PANTS CHINOS SWEATERS FLIP FLOPSWRISTBANDS SOCKS BRIEFS 7 THE MANDHANA RETAIL VENTURES LIMITED / ANNUAL REPORT 2016-17 Chairman’s Communiqué ‘Being Human’ brand is a core strength of your company. It’s a unique brand in that it belongs to a charity organisation of the same name that is doing noble work in the area of health and education for those disadvantaged. Dear shareholders, I am very happy to present to you the very first annual report of The Mandhana Retail Ventures Ltd. as a public entity. A small personal anecdote first. When I young consumers with healthy personal such as ‘Being Human’. A brand that has started on my first job in the year 1972 incomes as now. There was no organised iconic Mr. Salman Khan associated with it. branded apparel was a rarity. A few years and vibrant retail sector either as we see Naturally, I am excited to be a part of this earlier two shirt brands were launched today; retail today accounts for 20% of company! with very competitive advertising the GDP according to reports. These campaigns in print media. Some of you promising brands just faded away. Little As you know that prior to the demerger, may remember ‘Armour’ and ‘Liberty’ that I knew then that one day I would be a your company was a division of shirts. Unfortunately back then the market part of a vibrant branded apparel industry Mandhana Industries Ltd, which had was limited since we didn’t have as many and be associated with a leading brand groomed it well since it started as its 8 CHAIRMAN’S COMMUNIQUÉ COMPANY OVERVIEW 01–24 OVERVIEW COMPANY Demonetisation also slowed the tempo in what is usually a busy festive season for the apparel industry.