Ladies and gentlemen, good day and welcome to the conference call of Aditya Birla Fashion and Retail Limited. The call will begin with a brief overview by the company's management on the recent corporate action, followed by a question-and-answer session. Please note that the company is still in its shut period, so request you to please restrict your questions to the specific event and cover strategic aspects only. Housekeeping questions can be separately dealt with by the IR team. We have with us today Mr. Ashish Dikshit, Managing Director, and Mr. Jagdish Bajaj, CFO. I want to thank the management team on behalf of all participants for taking valuable time to be with us. I must remind you that today's discussion may include certain forward-looking statements and must be viewed, therefore, in conjunction with the risks that the company faces. With this, I hand the conference over to Mr. Jagdish Bajaj Thank you, and over to you, sir. Thank you, dear all. Good day and welcome to the conference call. It gives me immense pleasure to share an important update with all of you about the merger. As you are already aware, on 1st of April, our board directed the management to evaluate the proposal of a restructuring exercise. Corresponding to that, this Friday, 19th April 2024, the board of Aditya Birla Fashion and Retail Limited has approved the proposal of vertical demerger of Madura Fashion and Lifestyle Business from ABFRL into a newly incorporated company named as Aditya Birla Lifestyle Brands Limited, which will be listed separately post the demerger. This demerger will enable creation of two separate listed entities as independent growth engines, purchasing distinct capital structures and parallel value creation opportunities, thus unlocking significant value for the shareholders through independent market-led valuation. On receipt of necessary approvals, the demerger will be implemented through an NCLT scheme of arrangement. Upon completion of this demerger, as per the share entitlement ratio recommended by the independent valuer and opined on by fairness opinion advisor, the shareholders of ABFRL will get one share of Aditya Birla Lifestyle Brands Limited for every one share in ABFRL, in addition to their existing shareholding in ABFRL. The business assets and liabilities will be split between the two companies in accordance with the prescribed regulatory framework. In line with the norms, the overall ABFRL borrowing, which is estimated to be approximately INR 3,000 crore as of 31st March 2024, will be split between the two companies as on the appointed date, that is 1st April 2024. As of this date, the estimated date to be transferred to ABLBL, that is Aditya Birla Lifestyle Brands Limited, will be approximately INR 1,000 crore, and the balance will continue to stay with ABFRL. These will be the opening date positions in two respective companies till the effectiveness of this scheme. Just to clarify further, the new corp, that is Aditya Birla Lifestyle Brands Limited, the opening date as on 1st April 2024 will be approximately INR 1,000 crore. Within 12 months after the completion of the demerger, ABFRL plans to raise approximately INR 2,500 crore equity capital to strengthen its balance sheet and fund the growth of remaining businesses housed within itself. Promoter Group will fully support the proposed equity raise in the company. Let me elaborate on the two business segments. As you know, ABFRL currently runs a diverse portfolio of fashion brands and retail formats with key business segments comprising of Madura Fashion and Lifestyle, Pantaloons, Ethnic portfolio, along with other new growth platforms. The Madura Fashion and Lifestyle business segment consists of four lifestyle brands, namely Louis Philippe, Van Heusen, Allen Solly, and Peter England, along with casual wear brands American Eagle and Forever 21, sports wear brand Reebok, and the innerwear business under Van Heusen will be demerged into a separate listed entity. Versus current run rate, this portfolio has a combined scale of INR 8,000 crore on annualized basis. This business, over the years, has built a leadership position in its segment and has a proven track record of delivering consistent revenue growth, strong profitability, and free cash flow generation, along with high ROCE. As a separate listed entity, the business will be able to pursue its independent growth and value creation trajectory in a more focused manner. Post demerger, the remaining ABFRL will be an attractive portfolio comprising of multiple distinct high-growth platforms in large addressable markets with significant value creation opportunities. The portfolio will comprise of the following four segments. First, the value and masstige segment, retail play under Pantaloons and Style Up. Second, Ethnic portfolio, one of India's most comprehensive ethnic wear portfolios, covering multiple occasions, price points, and consumer segments, including designer wear partnerships and recently acquired portfolio of TCNS brands. Third, the luxury portfolio, a fast-growing bridge to luxury and luxury platform of The Collective, Galeries Lafayette, and Select Luxury Brands. And the last four, TMRW, a leading portfolio of digital fast fashion brands. This portfolio within ABFRL currently has a run rate of approximately INR 7,000 crore plus on annualized basis and is expected to grow rapidly to suitably fund the growth of these businesses and to infuse strength in the balance sheet. ABFRL will raise external equity capital of INR 2,500 crore with backing from promoters. To conclude, over the years, our portfolio has evolved from four brands to more than 30+ brands across various lifestyle categories, mirroring the evolution of our consumers and their purchase patterns. For the next stage of growth in these businesses, we believe they need to be structured appropriately with a simplified architecture that could enable businesses to follow their own growth plans as well as unlock distinct value creation opportunities. The separate structures would sharpen strategic focus and ensure clear capital allocation. The two separately listed entities will allow participation of the right set of investors and strategic partners in line with the appropriate risk profiles and will encourage better capital market outcomes. The proposed demerger will be subject to necessary regulatory approvals and may take between nine to 12 months for implementation. Please note that the TCNS scheme, which is already in the NCLT process, will precede the implementation of this demerger scheme versus the approval of NCLT. Thank you for your time today, and we are happy to take your questions. Thank you very much. We will now begin the question-and-answer session. Anyone who wishes to ask a question may press star and one on the touch-tone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handsets while asking questions. Ladies and gentlemen, we will wait for a moment while the question queue assembles. The first question is from the line of Nihal Mahesh Jham from Nuvama. Please go ahead. Yes. Thank you so much, and good evening. Just checking, am I audible? Yes, Nihal. We can hear you. Three questions on my side. First is, was the trigger of this transaction mainly from a perspective of value unlocking or any other considerations that came to consider this demerger? You want to ask all three questions, or let me go at this one first. I think this is for Nihal. If you look at our business and our trajectory over the last four or five years, as we had identified the strategy to play in all meaningfully large segments of Indian apparel industry, and as a part of that strategy, we had invested in partnerships, we had entered new segments, we had acquired new businesses, and built a portfolio of multiple large platforms. At the next level of taking these businesses, we needed to raise capital, and we felt the best way to raise capital is to raise capital for the businesses who need capital and keep the businesses who are self-funded, mature in their sense, and are able to pursue their own growth trajectory separately. That led to thinking around separating it into two businesses: one, which has a clear proven track record, own ability to raise cash and pursue its own trajectory, which is the Madura part of the business. The other business, which needs capital, and therefore it's best to raise capital in that entity, which again has very high growth, perhaps even larger growth run, and multiple growth opportunities. That's the rationale for this funding, this structuring. That's clear. Ashish, so a related question to that was that in the future, right to think that Madura would continue to be these co-brands whereas all the incremental ventures into new opportunities would be via the existing ABFRL, which will include Pantaloons and new avenues. Would that be the right way to think of these two businesses in the future? I think a better way to think about it, Nihal, is we have been articulating and consistently executing on a strategy on where we want to play. We now, as we have said over the last couple of calls, have clearly well-defined canvas in each one of them, very strong assets in each one of them. Therefore, as we look at it medium-term over business, we don't see the need to actually add more vehicles to it. We now have clearly separated the two vehicles on where capital is required and where the capital is not required. I think we can pursue clear independent strategies with these two companies. Sure. The final question was, if you could at present give a ballpark split of the fixed assets and working capital and the lease liabilities for the two businesses as you've given a ballpark bifurcation for the debt. So Nihal, we are filing the scheme with the stock exchanges today or in the next few days with the December cutoff. But we have worked it out, the approximate date number, as on 31st December 2024 because my audit is still on. So let me tell you, the demerger is under Section 2(19AA) of the Income Tax Act. The section sets the framework for split-up of assets, liabilities, and borrowings. Borrowings could be specific and for general corporate purposes. In our case, the specific borrowing is relating to only one series of debentures, which will remain in ABFRL. Rest, all are general corporate purposes borrowings, which will be split up as per Section 2(19AA) Explanation 2C, that is, in proportion to assets transferred to the total assets of the company. The debt allocation is based on estimated borrowing as on 31st March 2024. That is, I already conveyed in the Madura part of business, it's estimated to be approximately INR 1,000 crore against the total borrowing of INR 3,000 crore. The allocation is also weighted by our tax and legal advisors and certified by auditors. I think, Nihal, you'll have to wait for our March results post-audit, and you'll have the exact details there. That is right. We'll try to give a sense of the debt number because that's a singular number on which we have a reasonable degree of visibility at this time. Thank you so much, sir. I'll come back if there's anything. Thank you. Thank you. The next question is from the line of Devanshu Bansal from Emkay Global. Please go ahead. Yes, sir. Hi. Thanks for the opportunity. I wanted to check if you mentioned that you'll be raising another INR 2,500 crore of money in the left entity, which is ABFRL. Can you highlight, as in, what will be the exact purpose of that capital? Will it largely be for the debt reduction, or will we remain with the debt and using it for growth purposes as well? It clearly is a combination of both. As you know, we have multiple businesses in that segment, and each one of them has a very large runway and growth potential. Essentially, the capital raise will fund the growth that these businesses have. To the extent there is a debt sitting on the book, we'll have to maintain the balance sheet also. We'll extend then the balance sheet to that extent. Mr. Dikshit, can you help us understand this INR 7,500 crore run rate that we have spoken about for this business? I guess we will still be at a Pre-Ind AS with a loss of about INR 250 odd crore, right, for this part of the business. As in, what is going to be the trajectory of at least operational losses in this part of the business if you can share some thoughts over that? We can't comment on that. I don't know which business are you talking about. I couldn't hear you correctly. Can you repeat your question? Sure, sure, Mr. Dikshit. I was speaking about the remnant business in ABFRL that we talked about that this is currently at a run rate of about INR 7,500 crore. What my sense is, this would still be at a Pre-Ind AS with a loss run rate of about INR 250 odd crore-INR 300 odd crore. I wanted to get some sense if you could help us understand what is the trajectory of profits going to be in this business. I think in this call, we are more focused on the structure of the scheme itself. I don't want to give any forward-looking projections at this point of time. But I'd like to reassure, I think the number that Jagdish was talking about was about INR 7,000 crore of the revenue run rate, which is the current run rate of that business. As far as EBITDA and other numbers that you're talking about, we'll perhaps at some point of time come and talk about the future projections for this business, but we are not talking about it in this call. Got it, sir. Thank you. Thank you for taking the time. Thank you. The next question is from the line of Tejas Shah from Avendus Spark. Please go ahead. Hi. Good evening, and thanks for the opportunity. Three questions from my side. So first, see, we always had this ambition to emerge into a fashion powerhouse in terms of having multiple formats, multiple categories, multiple brands. And then it always appeared, at least theoretically, it always appeared to be kind of appealing and synergistic. So just wanted to know, as the first question was also that the trigger of the transaction, and how do you see that vision getting compromised in terms of operational synergies or sourcing synergies or branding synergies going ahead? So yes, we have always run these businesses. As you know, you are aware of, these are fairly strong organizations by themselves, each one of the parts of the businesses, whether it is Madura business, Pantaloons business, innerwear business, ethnic businesses, in fact, multiple ethnic businesses in that sense, run by truly comprehensive and complete management teams led by a CEO of each one of the businesses. And the synergy which came through management, came through common best practices. Many of those things, these are two entities within Aditya Birla Group, and to the extent there is value in synergy, we will be able to extract that. But these are independent businesses, fairly differential business models, different rates, stages of their evolution. And to that extent, I think we felt that it would be more clearer to run them as, and particularly from capital allocation point of view, capital raise point of view, capital deployment point of view, there are two clear segments that are emerging. One which had reached both the size and scale and ability to grow and still pursue growth with their own capital, as well as other sort of businesses which have very long runway but needed additional capital. And therefore, raising capital together didn't make sense at that point of time, and both had become large enough. And therefore, that's really why it led to this structure. We feel we have been able to manage reasonably good synergies through management cooperation. These are both teams of Aditya Birla Group, and to that extent, we've found a mechanism by which the common learning, the best practices, etc., will continue to get shared. Got it. The second question, Pantaloons, so obviously, you kind of justified why this part of the portfolio and not with lifestyle brands. But I was just wondering, just from the explanation or the definition that you just gave, from ability to self-fund growth, Pantaloons was almost reaching there. So was there any thought that can Pantaloons be part of this portfolio of, let's say, as an investor, somebody wanted to play a mature portfolio of lifestyle brands and Pantaloons together? Yes. As you know, when you do these exercises, you think about multiple combinations of what is the best way to do it. We felt the opportunity for Pantaloons today, which is in a masstige retail segment, and a Style Up that is just under that, and overall opportunity in that segment combined with the slightly higher capital need model that a retail has versus a franchisable Madura small brand format, small store format model. We felt that the nature of the businesses is distinct enough, and a long-term need for capital in that segment will continue to perhaps be there as we pursue this opportunity at the next level of scale and size. We reached this conclusion that it's perhaps best done in this format. Got it. Got it. The last one, if I may. See, Madura portfolio, lifestyle brand portfolio, always had this imperative to support many emerging projects or emerging initiatives that we had taken on the other end. Now, with most of those being carved out, how should we think about capital allocation philosophy of lifestyle brand portfolio alone going forward? So there also, if you look at it over the last few years, we've done multiple things in the demerged entity that you talked about. The first one, I would say each of our brands has spent over the last few years significant effort in creating new categories, new occasions. Casualization has been a large theme. And therefore, multiple growth opportunities with the four lifestyle brands themselves have come. What we have added to that portfolio is the young denim and top fashion portfolio, as well as Reebok, which are both opportunities by themselves. You know the size of sportswear market in this country, as well as other brands in the segment. You combine that with the runway that innerwear business has, you have multiple growth options even in that brand, from the full lifestyle brands to youth casual brands to sportswear space where Reebok plays, as well as the innerwear market. Multiple growth opportunities there. All of them are of the kind that they don't need too much capital and are typically either small brand format for growth, which can be franchised far more easily, or in case of innerwear, includes wide distribution, which is, again, less capital intensive. Got it, sir. Thanks, and all the best. Thank you. The next question is from the line of Varun from ICICI Securities. Please go ahead. Am I audible? Yes, sir. Yeah, sure. Thank you for the opportunity. So my first question is, on the line of thinking while we were kind of deciding to bifurcate, kind of which brand to keep in which of the two separate entities. So, for example, why TCNS would be categorized in Aditya Birla Fashion and Retail? I mean, whereas I would maybe look at TCNS more as a brand compared to as a retail. And similarly, Forever 21 into Aditya Birla Lifestyle Brands Limited. That's my first question. So I think, Varun, my question, our division is not retail versus brands. All brands, typically and increasingly so, are becoming vertically integrated retailers in that sense. So most of the brands are owning their own retail. If you look back 10 years back, the share of retail used to be less in most brands. Increasingly, brands and retailers are difficult to extinguish beyond the point. So our division is not on that segment. We looked at parts of the businesses and the nature of businesses which have reached very distinct and, I would say, well-stabilized state and the businesses which have high growth potential but currently require capital to come to this table end. And TCNS is a part of the overall ethnic portfolio, along with the other ethnic brands which either we have invested in in partnership with designers or the brands that we have launched here, brands like Tasva, are in early stage. And our ethnic portfolio combined with the TCNS entity today is the largest ethnic portfolio in the country today, with close to INR 2,000 crore, a little bit more than INR 2,000 crore of annualized run rate. We feel that keeping them together will create a very powerful ethnic portfolio which can both learn from each other and, over a period of time, can feed into the entire ecosystem. Therefore, it needed to be kept together. That's the rationale for keeping it together. Okay. Understood. Right. And so my second question is, on the like how the organization structure in both the company will look like? Will it be similar compared to, I mean, what we see as on today for both the entities? At the highest level, Varun, as you said, these businesses for long have been run as fairly complete and comprehensive organizations run by fairly seasoned professionals and CEOs and so on. That's part of the overall management philosophy that Aditya Birla Group has for the business. As far as specific independent companies are concerned, during the next nine to 12 months and closer to the actual demerger, we'll look at the structure. I think the board will have to take some decisions regarding the management structure, and that will become clearer closer to that time. Okay. Okay. Understood, sir. That's it from my side, sir. Thank you. Thank you. The next question is from the line of Sameer Gupta from India Infoline. Please go ahead. Hi. Good evening, everyone, and thanks for taking my questions. I have three, and I'll be quick. So firstly, sir, just a broad indicative timeline on this demerger. I know you, Mr. Bajaj, said that it will happen post the TCNS 49% stake acquisition. But just any other sort of guideline as to six months, 12 months, for how do you envisage when this demerger will play out based on all the set of approvals and requisite things that you need to do? Sameer, I have said that we will try and complete this process in the next nine to 12 months' time, which include filing of the scheme with the stock exchange that will happen next week. After that, it will go to NCLT, and then the court-convened meeting, etc. Court-convened meeting, we propose to do only once the TCNS approval is in place. Got it, sir. Second question, sir, in the press release, we have written that the promoters will fully participate in the equity raise capital. Just want you to elaborate on what exactly does this mean. So, Sameer, to some extent, the exact nature of the fundraise is not finalized yet. This is still to be discussed, and we still have time, 6, 9 months, to come to the exact nature of fundraise. But this basically validates support from the promoter to the next company and the overall ambition which Aditya Birla Group has for its fashion business. It's a reconfirmation of that field. Got it, sir. So it doesn't really mean that only promoters will participate. It is still open, and there is a kind of certainty that this INR 2,500 crore will be raised. If not, the promoters will fully participate. Is that understanding correct? Yeah. So this is to indicate, one, a broad amount of fundraise that we want to do and the fact that Aditya Birla Group will be fully behind the fundraise. The nature and the mode of fundraise is still to be decided. Got it, sir. Last question from me. This net debt number based on FY 2024, there is a chance that there will be some changes till this process is finalized. How is that incremental debt, if any, will be split between the two entities? See, the 31st March 2024 audit is still on. So we have done the calculation. Therefore, I am telling you the approximate number, it will be in a range of around INR 1,000 crore, right? Not more than that, around that. So after that, this is the opening balance for the new corp on 1st April, this number. After that, they have their own cash generation, and we will run this business interest for them till the effective date. So there's unlikely to be a very large division, Sameer, because we are indicating a number which is close enough to what we see at this point of time. And there'll be marginal up and down which happens in the normal course of final audit, but it's unlikely to be any different. Got it, sir. That's all from me. Thanks for being very clear in the answers. Thank you. Thank you. Next question is from the line of Ankit Kedia from PhillipCapital. Please go ahead. There's one question on my side on the leadership structure of both the entities. We have Vishak, who is the CEO of Madura, and we have Sangeeta, who is the CEO of Pantaloons and Style Up. Both of them report to you. Going forward, how will this structure change? So just to complete, as we operate today, Vishak heads a large part of Madura business, most of the lifestyle brands, Reebok, American Eagle, Forever 21. We have a CEO who runs Innerwear, which is Puneet. Sangeeta runs the retail formats in the value and the masstige segment, which is Pantaloons and Style Up. We have a CEO, Sathyajit, who runs the luxury and the masstige-to-luxury formats of The Collective, international brands, and the proposed Galeries Lafayette project. Our ethnic wear business has multiple CEOs due to the nature of this business. TCNS is headed by its CEO, which is Anant. Sooraj heads other designer brands, and we have a separate CEO for Sabyasachi. So as you know, we focus on each of the large businesses as independent entities with clear management structure. TMRW has a separate CEO. Prashanth runs TMRW business as the CEO. As we go forward, as I mentioned in the earlier response, closer to the actual period, somewhere between now to next six to nine months, we'll figure out the kind of management structure that will be required to run the two companies separately. There'll be an announcement, and perhaps that will be done by the boards of the independent two companies separately. We'll let you know in the due course of time. One last question is, how much time will it take to complete the TCNS merger? We are awaiting direction from NCLT. That should come in this week. In the next four months' timeline, Ankit, we are hoping we will be able to complete it. Sure. Thank you so much, and all the best. Thank you. The next question is from the line of Ashish Kanodia from Citi. Please go ahead. Yes, sir. The first question was on the debt built up on the lifestyle part of the business. So that business has been a free cash flow generating business, a very high ROC business. So just wanted to understand when you look at that INR 1,000 crore kind of a number, if you can just give us a ballpark idea in terms of what led to that number and maybe how much was for the Innerwear business and how much was for the core lifestyle brands. See, Ashish, there is a prescribed formula which we have to adhere to if we have to qualify for the demerger. That is under Section 2(19AA), which I explained to you. That section provides how the general corporate purposes debt needs to be allocated. That is in proportion to the total assets transferred to the total assets of the company. That's how this debt number is derived and weighted by the legal luminaries, those who are advising us on these transactions. Got it. Maybe just the second question was, now, TMRW will be part of the ABFRL post the demerger, and there is a plan to raise INR 2,500 crore of equity in the new entity in the ABFRL entity. There was also a plan to raise external fund within TMRW because that was a separate strategy, and that business might continue to need more capital than other businesses. Does that strategy still remain intact, or will there be any change in TMRW's fundraise plan given the demerger? No, I think we have consistently maintained that TMRW will have its own funding trajectory. We'll continue to run TMRW as a separate independent entity, which will raise its own capital, and that journey will continue. So this INR 2,500 crore that we are talking about is for ABFRL. For its growth purpose, we'll separately continue to find the right time and opportunity to raise capital for TMRW, which probably will be during the course of this year. So that's a separate funding plan for TMRW. Sure. That's very helpful. Thank you. Sure. It's just that we feel that the different nature of the businesses will attract different kinds of investors. And therefore, we want to clarify that and bring different stages of business to different sets of investors. And that clarity is what we are providing through this structure. TMRW is always to be funded separately, and that's the plan that we follow. Sure. That's helpful. Thank you. Thank you. The next question is from the line of Naveen Baid from Nuvama Asset Management. Please go ahead. Yeah. Thank you for the opportunity. Sameer said the new entity is likely to have debt of roughly about INR 1,000 crore. Just wanted to clarify that this does not include the lease liabilities. No, no. This is the borrowings I'm talking about. Lease liabilities are specific to those assets, to this business that will come together. Okay. Thank you. Thank you. The next question is from Nisarg Vakharia from NV Alpha Fund Management. Please go ahead. Yes, sir. The reported EBITDA for Madura Fashion and Lifestyle comes separately as a part of the standalone business. There is an INR 176 crore reported Pre-Ind AS EBITDA loss in the lifestyle brands. Now, you have made it very clear that we are going to get The Collective, and we are going to get Reebok and Van Heusen and American Eagle. Can we know an indicative number of the EBITDA loss that is going to come into the listed company indicatively? Sorry, in the new company. It's too early for us to talk about. I don't know which Pre-Ind AS EBITDA loss, because we don't report Pre-Ind AS numbers. And to that extent, I don't think this entity has a loss in this period. But I think if you have any further sort of clarification, we can talk to Amit subsequently; reach out to him. This call, we are not giving any forward-looking numbers and want to focus more on the announcement and the rationale. No, no. This is not forward-looking. These are the numbers which are existing in the business today. So you are saying that there is no EBITDA loss that we are doing in the. It's not Pre-Ind AS numbers that we have ever put down in the public domain for the last few years. So I don't know where you're getting the numbers from. That's why I'm suggesting we reach out to Amit and clarify these numbers. Okay. I'm done. Thank you. Thank you. The next question is from the line of Ankit Babel from Subhkam Ventures. Please go ahead. Good evening, sir. First question is again on the INR 2,500 crore equity capital which you plan to raise. So I just wanted to know, since you have mentioned that the promoter will also participate, is it fair to assume that the promoter participation would be equal to their current holding in the company, which is around 52%, just so that they can maintain their shareholding? I think, as we discussed in the previous couple of questions, the nature of the fundraise and the instrument that you'll use is not decided. I think from what our intent is, it's obviously that the entire fundraise will have very strong support from promoters. At this point of time, since this instrument is not decided, it'll perhaps be speculated to get the exact shareholding and the nature of participation. So, instrument in the sense, but it would be an equity capital, either by way of QIP or a preferential or right or anything, but it will be equity capital. So yeah. So just wanted to know, is the promoter willing to maintain its current shareholding, or they are ready to dilute it? Depending on the nature of it, it's rights, preference, something else. And therefore, we'll have to decide at that point of time, and different shareholders will decide what the nature of it is. Okay. My second and last question is the lifestyle business. Now, I remember a few years back when you had conducted a big analyst meet where you had articulated the next five-year plans. In that, you had mentioned that in the lifestyle business, the potential of that business is to do around INR 1,000 crore of Pre-Ind AS EBITDA by FY26. And definitely, that's excluding the innerwear and the Reebok. Is it possible to achieve that kind of EBITDA now by FY 2026, what you had targeted at that time? Again, if you'd be amounting to giving an estimate for next year numbers, I think at this point of time, we'd stay away from it. But let me reassure that trajectory in lifestyle brands over the last 10, 15, 20 years has been fairly consistent, and the business has continued to track on the lines that we have indicated. And to that extent, our synergized, robustness, and predictability around that business, I don't want to give an exact number. We don't have it right now in front of us either, nor is that the purpose of today's call. But it's been a fairly stable business, which is growing at a fairly predictable rate and a very strong business model. Okay. And any plans of that INR 1,000 crore debt which will be there in this business? Any timeline that would you like it to be a debt-free company, say, in a couple of years, or you'll maintain that debt position will maintain? Because the free cash flows would be very good in that business. Yeah. I think the cash generation ability of that company, that part of the business, although we'll grow the business more aggressively, and it has multiple growth opportunities, including Reebok, innerwear, apart from the four lifestyle brands, but it's a fair observation. We expect over the next two to three years, debt to be significantly lower, if not complete zero. And I think that's the kind of trajectory we see for the business. Okay. Thank you, sir. Thank you so much. Thank you. Before we take the next question, a reminder to participants that you may press star and one to join the question queue. The next question is from Nishant Sharma from Nuvama Wealth Research. Please go ahead. Hi. Thanks for the opportunity. My question is more like a follow-up question to earlier participants related to the timelines. Sir, on the TCNS merger, are we yet to get shareholder approval from both the companies? Yes, please. We have yet to see the directions from NCLT. Only after that, we will go to shareholders. So it is still pending. But hopefully, we are hoping that it should be done in the next 120 days' timeline. Okay. And sir, can we file—I mean, can we file—another scheme of arrangement with NCLT when one is already going on? Unless and until we get a final verdict on TCNS merger, can we file the new scheme of arrangement with them for this demerger? Is that possible? In our scheme, we have said this is one of the conditions precedent. I think we are going with that assumption because we are trying to complete this in the next nine to 12 months' time. First, we will file with the stock exchange. After hearing from them, we'll go to NCLT. By then, hopefully, we'll have much more clarity about TCNS. We kept it as an CP in our scheme. Okay. So for our demerger, the next process ideally would be filing with the exchanges, which I don't think so require the NCLT filing, or the first NCLT filing will be done, and then based on their recommendation, we will go for exchange approval and subsequently shareholder approval. First, we'll go to stock exchange. Only after that, we'll go to NCLT. And then NCLT will direct us to hold the various meetings with the shareholders and creditors. Okay. Thank you, sir. I'll fall back into it. Thank you. The next question is from the line of Garima from Kotak. Please go ahead. Yeah. Thanks for the opportunity. One question, and this is mostly for the Madura business. Now that it actually has access to all of its cash flows, etc., can Madura itself become more aggressive with growth and think about more investments in the fields or various business segments that it is present in? So I think, honestly, Garima, at this point of time, we think the Madura part of the new entity, which is Lifestyle Brands Limited, has multiple growth opportunities in the form that it exists today, which is the four brands. Reebok is a very large opportunity in the broader sportswear space. It's very early stage, just a year from the time we have effectively taken control of the business. Innerwear business has a very long runway in front of it, and there are multiple brands that we could play that out in. The youth fashion is also a large space. I think our initial focus at this point of time is going to be on strengthening and accelerating the current portfolio that we have, which itself is both diverse and can grow much faster with that. And that will be the intent at this point of time. Of course, in the due course of that business, the board of that company may decide something else. But in the medium term, this is the strategy that we see going forward. Understood. Thanks, Ashish. Now, in the ABFRL, the post-demerger ABFRL, where do you think most of this capital allocation will go to? Should we construe that most of this goes towards the ethnic wear business, which is the most sort of nascent part of that entity? Yeah. I think among the portfolio, ethnic wear will take because particularly, TASVA needs capital. Some of the designer businesses have very large growth ambition and possibility there. They would need some capital. So total put together, I think that will be the largest part of it. There is a one-time investment in the Galeries Lafayette first store that we're talking about. So luxury will take a little bit of investment. Value retail, while Pantaloons perhaps will generate enough to fund its growth, the Style Up would need next level of capital. And as the market improves, we have obviously planned to grow Pantaloons and Style Up portfolio also much faster. So I think all the three businesses in ABFRL will take capital, but the order perhaps may be ethnic followed by value retail, followed by luxury. Thanks so much for that. Those were my questions. Thank you. Thank you. Next question is from the line of Sreejay from Swan Investments. Please go ahead. Hello. Thank you for the opportunity, sir. My first question is, sir, the INR 2,000 crore of debt that stands in Pantaloons business. So what is the timeline or the schedule, so to say, for the repayment of debt? And a related question to that is, what is our capital allocation sense in that business? Would we want to repay off debt, or would you want to chase growth in that business? So how do you look at this whole piece? The INR 2,000 crore debt is a mix of long-term, short-term, and the working capital today. But it is 3/4 portion, around INR 1,500 crore is more than two years, and the rest all is at the shorter end. The second question is, where will we use this equity-raised money? That is your second part. So I think the capital allocation part that you talked about, it's very similar to the question that Garima had asked earlier. See, if you look at it, all the three businesses within this portfolio, whether it's ethnic wear brands, Pantaloons plus Style Up portfolio, which is the value retail, or the luxury, to lesser extent, luxury, but between the value retail and ethnic wear, we have just acquired or launched multiple businesses, and the growth possibilities in each one of them are very large. There will be growth capital which will be required to get these businesses to the level of stability and size that they become self-sort of funding businesses. That's really where most of the capital will go. Okay. And secondly, sir, so we understand that you're targeting more the ethnic and then the others. But just what we wanted to understand is, would you be okay with a little bit of debt on the Pantaloons books or looking at the past trajectory of a company? Would you want to repay off debt and then chase growth? So just wanted some understanding on that. And second is on the Madura bit that comes in. So you're also, would you want to chase growth in Reebok, or do you think the four brands that we have there, the larger portion of your capital will be deployed? So just some sense on that business as well. And the second one, I think we've already talked about Sreejay, which is the four brands don't need much capital. Even to that extent, even Reebok doesn't need too much capital because it's mostly franchisee-led growth in small-format retail. And to that extent, that entity will generate positive cash flow after pursuing all options of growth for itself. And therefore, it's simpler response there. In the ABFRL entity, which has multiple opportunities, we have obviously invested and carefully created this portfolio of ethnic wear, of value retail, as well as entered the luxury segment. The whole intent of this strategy, we'll have to play it out over the next two, three years for each of these businesses to become meaningfully large, competitive, and achieve their full potential. And to that extent, the whole idea of this fundraise is to continue that journey. To that extent, if there is a small amount of manageable debt which sits in the company, that we'll have to manage. Okay. Okay. All right. That helps. Thank you so much. Thank you. The next question is from the line of Jasmine Surana from VT Capital. Please go ahead. Hi. I wanted a little long-term view from your perspective. I wanted to understand in case of any mergers and acquisitions that we might be doing in the long term, what would be your rationale, or what would be your view on deciding whether the business should come into Madura or whether the business should remain with the Pantaloons side of the segment? I wanted to understand how would we categorize those M&A opportunities, and if at all you feel the companies would be ready for M&A opportunities, if it is still on your mind after the demerger. I think I'll repeat what I've said several times over the last couple of quarters, that we had a clearly laid out strategy announced four or five years back. We have executed that strategy. As a part of that strategy, at this point of time, we don't have too many white spaces which are large, attractive, or meaningful for us to look at it. To that extent, the company is in a consolidation phase of making more out of what we have. But to your previous question, which is really how do we select which parts of the businesses lie where? Clearly, we have taken a path of value retail, which will lie in ABFRL, and luxury retail, which will lie in ABFRL. The only other thing that we have added here is the ethnic business, which is a combination of multiple formats that we have in that business. Very early stage, over the next three, four, five years, this will be a very large part of the business. As I said, it's already, ethnic wear is close to INR 2,000 crore annual annualized run rate. We expect it to be INR 4,000 crore-INR 5,000 crore in the next three years. That's really the size of opportunity we want to build at. While Madura side will build largely Western-branded small-format businesses, and that's the kind of opportunity that we have created on that side of the business, and that's the path that we'll pursue there. Thank you so much. Yeah. Thank you very much. Ladies and gentlemen, on behalf of the management, we thank all participants for joining us. In case you have any further queries, you may please get in touch with Mr. Amit Dwivedi. You may now disconnect your lines. Thank you.