ARVINDFASNNSE21 February 2024

Arvind Fashions Limited has informed the Exchange about Transcript of conference call arranged by the company with analysts and investors on Wednesday, February 14, 2024 for post announcement of Finan...

Arvind Fashions Limited

ARVIND FASHIONS LIMITED A MEMBER OF THE LALBHAI GROUP Corporate Office: Du Parc Trinity, 8th Floor, 17, M.G Road, Bangalore – 560 001 Tel: +91-80-4155 0601, Fax: 91-80-4155 0651 Website: http://www.arvindfashions.com

February 21, 2024

To, BSE Limited Listing Dept. / Dept. of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

Security Code : 542484 Security ID : ARVINDFASN

Dear Sir/Madam,

To, National Stock Exchange of India Ltd. Listing Dept., Exchange Plaza, 5th Floor Plot No. C/1, G. Block Bandra-Kurla Complex Bandra (E) Mumbai - 400 051

Symbol : ARVINDFASN

Subject: Earning call Transcript with Analysts and Investors for the quarter ended December 31,

2023.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please refer below link of transcript of conference call arranged by the company with analysts and investors on Wednesday, February 14, 2024 for post announcement of Financial Results for the third quarter and nine months ended December 31, 2024.

On the website of the company:

Path: https://www.arvindfashions.com/overview/

Title: Earnings Call Transcript Q3 FY-24

This is for your information and records.

Thanking you,

Yours faithfully,

For Arvind Fashions Limited

Lipi Jha Company Secretary

Regd Office: Main Building, Arvind Limited Premises, Naroda Road, Ahmedabad – 380 025. CIN: L52399GJ2016PLC085595

Q3 FY2024 Earnings Call Transcript – Feb 14, 2024

CORPORATE PARTICIPANTS

• Kulin Lalbhai – Vice Chairman & Non-Executive Director

• Shailesh Chaturvedi – Managing Director & CEO

• Girdhar Chitlangia – Chief Financial Officer

• Ankit Arora – Head, Investor Relations and Treasury

Moderator:

Ladies and gentlemen, good day, and welcome to Arvind Fashions Limited

Q3 FY24 Earnings Conference Call. As a reminder, all participant lines will

be in listen-only mode and there will be an opportunity for you to ask

questions after the presentation concludes. Should you need assistance

during the conference call, please signal an operator by pressing * then 0

on your touchtone phone. Please note that this conference is being

recorded. I now hand the conference over to Mr. Ankit Arora – Head,

Investor Relations & Treasury at Arvind Fashions Limited. Thank you, and

over to you, sir.

Ankit Arora:

Thanks Michelle. Hello and welcome everyone and thank you for joining us

on Arvind Fashions Limited earnings conference call for the third quarter

and nine months ended Dec 31, 2023. I am joined here today by Mr. Kulin

Lalbhai, Vice Chairman and Non-Executive Director, Mr. Shailesh

Chaturvedi, MD and CEO and Mr. Girdhar Chitlangia, Chief Financial Officer.

Please note that result press release and earnings presentation had been

mailed across to you yesterday and these are also available on our website

www.arvindfashions.com. I hope you had the opportunity to browse

through the highlights of the performance. We will commence the call

today with Kulin providing his key strategic thoughts on our third quarter’s

performance. He will be followed by Shailesh who will share insights into

business highlights and financial performance. At the end of management

discussion we will have a Q&A session.

Before we start, I would like to remind you that some of the statements

made or discussed on this call today may be forward-looking in nature and

must be viewed in conjunction with risks and uncertainties we face. A

detailed statement of these risks is available in this quarter’s earnings

presentation. The company does not undertake to update these forward-

looking statements publicly. With that said, I would now turn the call over

to Kulin to share his views. Thank you and over to you Kulin.

Kulin Lalbhai:

Thanks, Ankit. A very good afternoon to you all. Thank you for joining us

today for the Q3 Results.

AFL continues on its journey of profitable growth, even though the overall

demand environment continues to stay subdued. We grew our sales by 5%,

which shows the resilience of our business model and the strength of our

five marquee brands. The highlight of the quarter was the 150-basis point

lift in our EBITDA margin, even after we invested 130 basis points higher in

marketing costs. This was made possible due to better gross margin, lower

discounting, and tight control on expenses. We continue to strengthen the

balance sheet with a reduction in gross working capital of 5 days in Quarter

3. This quarter's growth was largely driven by the retail and MBO channels.

Our growth was impacted due to a de-growth in our online B2B channel.

Our growth in the offline channels for the year to date remains at double

digits. As a strategy, we are pivoting our online business towards the

marketplace model, where we hold the stock and have full control over

pricing and visibility. In doing this pivot, we have a one-time de-stocking of

our B2B online channel, which affects our primary billing. While this affects

short-term revenue, it lays the foundation for a healthy online channel.

Our B2C online channel, on the other hand, has almost doubled, leading to

strong tertiary consumer sales growth in the online channel. The negative

impact on revenue growth for the online channel may persist for another

quarter or so, after which the channel will revert to normal growth rates.

While the environment continues to remain soft, we remain confident of

the inherent strength of our brands and the growth drivers that we have

put in place to scale up our business. We will continue to stay focused on

our path of profitable growth and expect to further expand our margins

and significantly improve the bottom-line in the medium term.

I would like to now hand it over to Shailesh to take us through the specifics

and more details about our financial performance.

Shailesh Chaturvedi: Thank you, Kulin. Good afternoon, Girdhar and Ankit here, and good

afternoon everyone else on this call.

With NSV of Rs. 1,125 crores and EBITDA of Rs. 150 crores in Q3, AFL has

registered revenue of Rs. 3,165 crores in 9 months of this financial year and

EBITDA of nearly Rs. 400 crores. Revenue growth is 5% in Q3 with a 2-year

CAGR of 12% growth in NSV. EBITDA growth in Q3 is 18% and 2-year CAGR

growth in EBITDA is 21%.

The quarter had started with trading for Diwali festival, but that got

impacted by Cricket World Cup, seven-odd weekends featuring India

Cricket matches saw like-to-like decline resulting in overall flat like-to-like

growth during Diwali festival period. The industry followed it up with an

early end of season in mid-December to liquidate inventory. Since at AFL,

inventory is managed tightly, we registered the temptation of participating

in this early EOSS, which helped with lower discounting by 1% in Q3 over

last year Q3. With strength of our brands in seasonal winterwear products

and continued casualization favoring our brands, offline channels have

grown double digits in this YTD as well as in this quarter.

The performance of the retail channel is especially salient, where we are on

course to meet plan of our square foot expansion. The margin from the

retail channel has also increased because of lower discounting, especially in

our key brand USPA where discounting is down sharply. MBO channel has

also grown more than 15% with a healthy margin. This offline growth of

double digits is driving EBITDA gains. Online B2C has also doubled in

revenue this year through various efforts including buildup of exciting

online exclusive collections, healthier stock levels, and required marketing

support.

Besides the impact of India Cricket during Diwali, we also saw lower

business from online B2B wholesale, which has declined sharply this year

because of our strategy to de-stock this channel for healthy and controlled

consumer experience with tighter control on discounting, as explained by

Kulin earlier. AFL growth is in double digits, even in these muted market

conditions, but for the sharp decline in B2B online channels, linked to de-

stocking there. Our growth will continue with investment behind growth

drivers like store expansion, premiumization, whole-hearted marketing

investment, and development of adjacent categories. Once markets

improve, we are keen to see growth moving towards 10% to 12% and even

15% if things go right.

Our key brand, USPA, saw a very healthy business in this quarter with

reduction in discounting, growth in kids business of nearly 20%, large

investment in marketing through highly visible legends campaign, and

opening up two iconic large-size flagship stores like the one in Goa and

Jayanagar High Street in Bangalore. The quarter saw healthy growth in

EBITDA for USPA.

Most channels grew well for Arrow also, and we further invested into

marketing campaign with Hrithik Roshan. We saw emerging leadership of

Arrow in key categories, including blazers, formal shirts, formal trousers,

and through youthful Arrow NewYork line. The quarter also saw a rollout of

more stores with a new retail identity in Arrow, for example, at Mall of Asia

Store of Arrow in Bangalore.

Flying Machine refresh is going on and efforts are underway to grow this

subscale brand through distribution expansion and product update for

higher sales and better profitability. Key channels like value department

Stores and MBO Channel have shown enthusiasm already for this new

avatar of FM and this brand refresh for FM will be continuing during 2024.

The premium portfolio of Tommy Hilfiger and Calvin Klein continue to

outperform with very healthy growth and margin profile. These brands

continue to set benchmarks in the industry on key retail KPIs. Our revenue

growth could have been higher if we had participated in early EOSS, but we

made a choice of focusing on profitability and discount reduction, given our

tight control on inventory. We also made a choice of increasing marketing

investment by 130 basis points in order to support growth and keep our

brands top of mind. We chose investment in marketing over investment

into discounting.

Our decisive focus remains on profitable growth through sell-thru

improvements, full price like-to-like growth and reduction and discounting,

all leading to an increase in GP and better EBITDA. EBITDA has grown value

by 18%, an increase of nearly 150 basis points with EBITDA margin of 13.3%

in Q3. EBITDA has grown due to the efficiency in sourcing, lower

discounting and better channel mix. We continue our sharp focus on

balance sheet de-leverage, ensuring price control on working capital which

saw a further five days reduction in GWC with gains coming from reduction

in debtor days. We saw a reduction of inventory value as market consumed

inventory in festival time, and stock turns remain close to guidance of 4x. In

these muted market conditions, we count our blessings through double

digit revenue growth in offline channel, doubling of online B2C business,

EBITDA growth of 18%, positive like-to-like growth in retail, reduction in

discounting, and further tightening of working capital resulting in ROCE of

higher than 15%.

Ankit Arora:

Thanks, Shailesh. We can now open it up for Q&A.

Moderator:

Thank you very much, sir. We will now begin the question-and-answer

session. The first question is from the line of Priyank Chheda from Vallum

Capital. Please go ahead.

Priyank Chheda: My first question is on how should we view the two contrasting data

points, one on the SSG for our retail network which is muted at 2% while

our wholesale MBO channel has grown at 15%. How should we use these

two contrasting data points is the first question? And to the adjacent

question on the same, is the strategic decision to do away with higher

discount to our customer, are we compromising one of our customer

loyalty who is still now being habituated to buy at a discounted price? So,

these are the two questions on the strategic part.

Shailesh Chaturvedi: I just want to address the discounting bit. See our mantra has been

profitable growth and anything we do we have to look at in the light of

growth in EBITDA of close to 18% and we have been managing our

inventory very tightly. So, always the question is on how we get the best

realization for that inventory we are holding. And if you look at our 2% like-

to-like growth in the market, one is yes, markets are muted. It got really

impacted by the cricket in Diwali festival and those are big days of retail.

And that is why, when I look at the industry number, our numbers are

probably on the sort of better side and it could have been higher if the

Diwali was not impacted, also the EOSS decision impacted, but we believe

that this 2% has come on the back of last quarter where we had grown 9%

like-to-like and previous year, same quarter we had grown by 12%. So, you

will see in that context that on that 12% like-to-like we have grown further

2% and we have been continuously growing at a healthy pitch. Discounting

is something we want to avoid as much as possible because it goes against

our business rhythm because we need to do a certain number of weeks of

discounting and the new season has to come at a particular time. So,

anything earlier breaks that rhythm and we lose margin. So, we are very

clear that we don’t want to discount and our brand we have invested very

heavily, our investment has gone up by 130 basis points in marketing, our

brands are very salient, our sell-thru’s are fairly healthy, industry leading.

So, we didn't see the need to discount earlier and we believe amongst our

consumers, our equity is very strong, we are very top of the mind, our full

price sell-through, our EBITDA growth, our realization, premiumization, a

lot of indicators give us the confidence not to take shortcuts and focus on

the long-term profitable growth. As far as the MBO channel is concerned, it

is the like-to-like and the full price sales are very similar, MBO also has

grown at 15% because of large distribution expansion. So, it is a multiplying

factor of new distribution as well as the like-to-like growth in those

channels. And also, EBO, our sales density are much higher. On that base,

further increase becomes a little difficult. In MBO channel, we will be

increasing our sales density. As we go along also, large expansion is

happening which is resulting into the 15% growth. Tertiary growth if you

look at MBO, they are also similar healthy, but sales density wise EBOs are

higher than MBO and MBO will also catch up with higher growth there.

Priyank Chheda:

And it is very clear on the strategic decision that we have taken to clean up

the online B2B channel, which is clearly visible with the lower sales, so is a

large clean up done or is there something more to come up which we

should read because it is one of the significant sales contributor to the

whole of the revenues which is online B2B?

Shailesh Chaturvedi: It is a kind of courage to do the right thing. We believe that online should

be played through a marketplace model as explained by Kulin earlier. And

we are building that business very aggressively through the marketplace,

through our own website, through only linkages. And that business

fortunately is really growing, it is doubled in the Q3 this year, the B2C part.

As far as B2B is concerned, since COVID did, that business had grown and

now we believe the time has come to de-scale, de-stock that business, but

consumer sales on B2B are still healthy. In fact, in Q3, even in B2B, where

our primaries are down significantly because of de-stocking, our consumer

sales are in double digit growth. So, we are very careful about growing the

online channel. We are committed to that. Just that we believe it is better

done through our own marketplace, through our own control on pricing

and discounting, and through our own assortment that we believe in, and

we can do a better job also. So, B2B is a short-term issue, in long term, we

are looking at how we grow the tertiary sale with online channel and we

may have one more quarter at best two more quarters of pain with B2B

wholesale, but it will actually move towards B2C growth and our channel

partners and we both are all aligned on this and we will grow the tertiary

sales of our brand on online space also.

Priyank Chheda:

And just a last question on a very broader portfolio perspective, which is all

now clean power brands with more than Rs. 4,000 crores of sales, right,

how should we view in terms of what should be a sustainable SSG if you

can break down with ASP or a mix change plus a volume growth for a

sustainable SSG we should view? And as well as if you can touch up upon,

there is a portfolio like CK, Tommy, USPA which has a very industry leading

retail KPI, so which are the areas that we would have to work on for our

other two brands in the coming years which you can highlight also on that

part?

Shailesh Chaturvedi: See, if you look at the last couple of seasons, we have been delivering

really the industry leading like-to-like growth. I mentioned last quarter we

had 9% in muted conditions. Previous year in Q3, we were at 12%. Last

year in Q4, we were 18%. We have really pushed the same store growth

agenda in full price season quite aggressively and markets are dull and

when a big season like Diwali gets impacted by cricket, then the retail

numbers in that month impacts the overall numbers, but we are very

committed and we are seeing that between 5% and 7% should be our

target. Actually, last 2 years we have been growing at a much faster pace

than that. This quarter we are 2%, but we have seen industry is flat or

maybe slightly negative. So, we continue to put the rigor in retail for same

store growth - right from the whole storytelling that we do, the way we do

the layout of our store, the way we train the staff, the way our visual

merchandising happens, how the whole science of category wise

assortment happens, the marketing support, consumer offer, so a lot of

efforts are going behind it, we just wish the market improves a little bit and

then that 5% to 7% like-to-like growth is possible. Also, I would say that this

could be the base expectation from big brand and smaller brand, it could

be even higher like-to-like growth because they may have lower sales

density. So, a brand like U.S. Polo may be close to Rs. 2,000 crore, but the

market size is very large. So, there is no need for us to worry about future

growth. This brand can continue to grow at a rapid pace from here

onwards and we will continue to open larger store. We will continue to

invest wholeheartedly behind marketing to keep the brand salient and all

other category, if you really look at the science of like-to-like, it is about

walk-ins into conversion into market size. So, the walk-in, if we keep the

brand salient, and the store experience good through word of mouth, walk-

in keeps happening. As far as conversion is concerned, the store layout and

the consumer walk-in and category assortment, adjacent category

expansion, earlier, they were not buying underwear, maybe they are

buying underwear now, earlier they were not buying footwear, they are

buying footwear now, or tomorrow, women's wear. So, we continue to

meet all the usage occasions of a consumer and also the age groups of the

consumer so that we can convert the consumer at a percentage which is

higher than the industry and then all these efforts also help the market size

that not just a T-shirt in U.S. Polo, they may buy jeans also, they may buy

underwear also, they may buy footwear also. So, all the science behind the

walk-in into conversion into basket size, we are really working really hard

towards driving all the aspects of retail science and we want to continue to

grow better than industry as far as the same store growth is concerned.

Priyank Chheda:

And just on the key retail KPIs, versus the stronger brands, versus the two

other brands like Arrow and FM, where is the further work and energy

required to be done in coming two years?

Shailesh Chaturvedi: See, what happens is a weaker brand may have a lower sales density,

sales per square foot per month or year, and it could have a higher

discounting. Those are the two things broadly, there are many more things,

but I am just saying the walk-ins could also be lower in weaker brand

compared to a larger brand. So, those things, we need to just push the

agenda on sales density as well as on reduction of discounting and it is

done through many things like new store identity, new product category,

better product. So, like I said, we look at all the signs of it and in weaker

brand we need to push the SSPD higher and reduce the discounting.

Moderator:

Thank you. The next question is from the line of Varun Singh from ICICI

Securities. Please go ahead.

Varun Singh:

Sir, my first question is that like we have got just five brands, which we call

as power brands, and maybe promoted Calvin Klein from emerging to

power. So, like how are you thinking about capital allocation among these

five brands to drive growth?

Shailesh Chaturvedi: So, I think what you are seeing the adjusted portfolio is the result of a

capital allocation strategy that we have shut down many businesses to

focus on few marquee brands and these are the brands that we all believe

in and we are going to invest wholeheartedly behind each of these five

brands or whatever it takes to build and we have the required financial sort

of strength to push the agenda. So, now, since we have five power brands,

each one is very uniquely placed. So, if you look at Tommy, CK is in certain

segment, US Polo is in a different segment, and Flying Machine and Arrow

are also very uniquely placed. So, we have a very differentiated five brands,

and there is nothing which is stopping us investing wholeheartedly beyond

each one of these five brands. So, we have done the capital allocation

strategy, and that is how we have reached this short list of highly focused,

decisively focused five brands. And now we will invest wholeheartedly

whatever it takes to build these brands and revitalize the growth of these

businesses.

Varun Singh:

Sir, my question is more related to the marketing spends to drive growth

and so how are you, for example, going to make a decision with regards to

drive growth, maybe whatever kitty that we have given the overall

consolidated revenue, or you want to drive it as an individual P&L driven

investment into each of the brands?

Shailesh Chaturvedi: If you see investment in marketing used to be in 3.5% of NSV in that zone,

now we are up to about 4% and that increase has happened across the

brands, now the base of each brand is different. For U.S. Polo, 4% plus will

mean lot more crores given the scale and size of that brand and Flying

Machine, which is subscale, will need a higher percentage of NSV even with

a lower crores of spend behind marketing. So, that is the decision we take

because there is a minimum threshold of marketing required to make an

impact and that is what we will do. Now, if I have to say if I am left with

only Rs. 1 and this Rs. 1 has to go to one brand, then we would put behind

U.S. Polo because at the end of it, U.S. Polo is our marquee brand, and it is

very important for AFL. And this is where, if there is an unlikely situation

where to make a decision among these five brands, then I would make that

decision in favor of U.S. Polo, but I don't see a need to reach that stage. We

will invest behind marketing, and we have increased 130 basis points in this

quarter during muted market condition, because we believe it is important

to keep these brands salient and grow these brands through higher

marketing investments.

Varun Singh:

Sir, my second question is on the large size stores that you made a

mention, given that retail is incrementally becoming more important

channel, and it is likely to become even more important going forward,

given that the only maybe linear growth which is more under our control.

So, given that context and given our aspirations of adding, maybe if not all,

maximum franchisee owned, franchisee operated stores, I understand the

customer experience in large size stores is superior, we have more real

estate available to maybe put more categories that we are venturing out,

but still having said that large size stores also create, I mean, it comes with

the baggage or the obligations of higher rental, higher capex requirement

and as a consequence, the necessity of the business are to be dependent

on customer footfall. I mean, it cuts both way, right? If it goes right, we

enjoy more, we will benefit, if it goes wrong, the downside is also

incrementally much higher. So, what is the need for going for a larger size

stores other than, the more real estate and category with that we need to

put that as a reasoning. And in this context, if you can give some

competitive successful examples, if not from India, maybe even globally is

also fine?

Shailesh Chaturvedi: See, we are looking at only a certain number of large size stores. We are

not saying that every store will be large size store. So, take U.S. Polo, our

current visibility is that we want to open the next 10 large size, these 4,000

plus kind of square feet stores, and these have been identified in a very key

location where, as a brand, we want to make a statement, and it is a very

competitive decision, and also we want the brand to remain top of mind in

the key location in the country and it is a long term asset that we are

building. So, it will be very carefully modeled. We already done last two

years a lot of stores model that are large scale and we have seen good

result and now we are rolling out. So, rarely we do something where we

have not modeled and seen the success and then based on those success

parameters we take open. So, we will open only a certain number of stores

and it becomes very important for image and for like you rightly said about

the categories of women and kids and adjacent category etc. are coming in.

So, whole lifestyle of the brand can be displayed in these chosen few

lifestyle stores, which are also on franchisee system, FOFO, where we have

like-minded partners who are building that business, and we have good

experience of running large scale among our portfolio of five brands. So,

we are very confident about that strategy. Also, we link these stores with

Omni connectivity, so we get online visibility also. So, we go out of the way

to push all our categories and make sure the sales density is comparable to

our slightly smaller store, so that the stores remain profitable. And

whatever we have seen till now of large-scale stores, they are fairly

profitable stores and they are in key locations and with high sales density.

So, we are rolling out, we believe in that strategy, but not all stores will be

large, there will be limited number of very well-chosen stores like that.

Varun Singh:

In that context, like how many stores we would have closed in the current

year? And the reason that I am asking is also, for example, last quarter, you

highlighted or maybe guided that U.S. Polo stores may be larger size from

the current 1500-2000 square feet model. Therefore, I was having this

maybe if not concerned, seeking to understand that if not larger than 2000

means maybe 3000. So, when you say 200 more store addition going

forward, if not in FY24, so a bulk of it would be a 2000 square feet and like

as you mentioned ten stores in U.S. Polo of 4000. So, I mean, in this

scheme of thing, basically how is your store evolution strategy? That is my

last question.

Shailesh Chaturvedi: You rightly said, this is a store evolution, I give you an example that in

Indiranagar High Street in Bangalore, we had a store of a certain size and

then we decided to make a bigger store. So, we had to shut down the old

store. So, let us not look at it as shutting down a store, it’s more as a

relocation of the store to a bigger and more prominent location. We have

done exactly the same in Goa also. And we keep doing this across our

brands. So, this right word that you use is the evolution of the retailing

standard as more and more categories come. And we have added Denim as

a big category. We are adding women, we have added kids, we have added

footwear, we added innerwear, and belts and wallet, and the need for

square foot in brand like U.S. Polo is increasing. Same is for Arrow and

Flying Machine and Tommy and CK. So, we are increasing the size and for

that, sometimes we have to shut down the previous store as we find the

new store. So, it is not so much as a store closure strategy, it is more as a

relocating, evolution of the store to a better, bigger store with higher

revenue and hopefully higher profit also. And that is done in a case-to-case

basis. I can't give you a number. We continue to look for, right now maybe

we are looking at 15 locations in the country where we want to open

bigger store for U.S. Polo alone and as we find something, then we shut the

old store and when we open the new store, then evolution happens.

Varun Singh:

Just one question if I may squeeze in, what is the revenue contribution

from non-apparel side of the business?

Shailesh Chaturvedi: Currently, that adjacent category, especially in U.S. Polo is now hitting

close to 15% of the revenue and it is growing very rapidly.

Moderator:

Thank you. The next question is from the line of Palash Kawale from

Nuvama Wealth. Please go ahead.

Palash Kawale:

Congratulations on the healthy expansion in margins. So, sir, my first

question is on gross margins only. So, do you think that gross margins that

you have achieved in the first 9 months are sustainable?

Girdhar Chitlangia: The gross margin that we have achieved in the first 9 months, we are

seeing that as of now, it is going to be on a sustainable basis because the

trend on the cotton prices continues. We have also maintained a very high

level of sell-throughs and a control on discounting. So, all these put

together will ensure that we will deliver sustainable base of gross margins.

Palash Kawale:

And my next question is, so opex for first 9 months has increased by

around 14% versus 5% increase in overall revenue. So, any brand which

you would like to point out which is responsible for this or any comment on

this?

Shailesh Chaturvedi: If you look at YTD, our capex is at Rs. 61 crores, this quarter was Rs. 26

crore so we are at an annualized rate of Rs. 80 to Rs. 85 crores of capex.

Now, the only place, our expansion plan is very asset light, so most of our

store expansion is on a FOFO basis with franchisee except that in Tommy

Hilfiger we have taken over close to 25 stores where accounting happened

in Quarter 3 and that is one change, there is no other major change that is

happening from capex. Ankit, do you want to add anything?

Ankit Arora:

Palash, I think your question also was on opex as well and maybe Shailesh

just added a bit of flavor on capex, we understood kind of that. You would

need to kind of also understand the piece around the channel mix change

playing a role here as to what we really said when you grow retail, the

franchisee commission expenses, which of course flow through the gross

margins and that is the reason which is where you are seeing a trend going

up. So, that also has a role to play in other expenses going up and of

course, you would have heard Shailesh speak at length about advertising

expenses being higher on a YTD basis also from a last year standpoint since

we have invested significantly in advertisement. There will be more than

about 100 basis points on the YTD level advertisement increase, which is

forming part of other expenses on opex, which is what the line item you

are seeing.

Palash Kawale:

And if only one question that I could squeeze in. So, you were like,

discussed focusing on margin expansion and return on capital, but what

would be those levels for margin and return on capital after that you can

see that now the focus would be on growth. Now you can push the pedal

there. So, what would be those levels?

Shailesh Chaturvedi: If you really see that the profitable growth of a brand is critical, and we

have been extremely tight on balance sheet. You will see on our inventory

days, on our debtor days, we have maintained the best hygiene possible.

So, when the working capital is tight and the brands hopefully will grow

much faster pace profitably, then it will generate free cash flow and that is

how we want to grow our ROCE. I think we have now crossed 15% and

medium term we are looking at a ROCE of more than 20%. That is the first

benchmark, and we believe that if we grow at the guidance that we have

given and the kind of margin expansion we are saying at least 100 basis

points every year in EBITDA. So, if you really do the math then we are

confident that in the medium run we will see about 20% ROCE.

Moderator:

Thank you. The next question is from the line of Sagar Parekh from One Up

Financial. Please go ahead.

Sagar Parekh:

Sir, the channel mix that you have given in the quarterly sales break up in

the presentation, if I look at retail, so last quarter I am assuming would also

have Sephora within the retail channel. Am I right in that?

Shailesh Chaturvedi: No, we have removed the Sephora data, it is like-to-like.

Sagar Parekh:

So, then like-to-like, the growth is 3%-4% only, which includes 2% L2L and

the rest would be new store additions?

Shailesh Chaturvedi: See, yes, I mean, also the annualization kicks in. So, the retail growth in

this quarter is 10%, double digit, and 2% is the like-to-like growth plus,

whatever you had stores opened more than 12 months, annualization of

that and then the new store that we opened all adds up to 10%.

Sagar Parekh:

And secondly, did I hear it correctly, you said U.S. Polo grew by 20% for this

quarter?

Shailesh Chaturvedi: No, I mean what I said is that the discounting has come down in U.S. Polo

and margins have been good. I didn't say 20% increase in U.S. Polo. What

we mentioned was adjacent category that Kidswear maybe you would have

heard somewhere the Kidswear, in my opening comment I mentioned that

the kids category had grown at 20%. I get it now. So, I think that was about

kids.

Sagar Parekh:

Just U.S. polo kids?

Shailesh Chaturvedi: Yes.

Sagar Parekh:

But you said 15% is the overall contribution of revenues from all adjacent

categories for all brands put together, like including Tommy?

Shailesh Chaturvedi: U.S. Polo is where the highest share of adjacent category happens, it is a

large business between among, innerwear, footwear, Kidswear, and on

that large scale of USPA, the adjacent categories are now more than 15% of

the revenue for U.S. Polo.

Sagar Parekh:

And how much is the debt number as of end of December after the

Sephora sale?

Shailesh Chaturvedi: Our net debt is now close to Rs. 225 crores.

Sagar Parekh:

So, then next year basically we can be like debt free, right, because you

have like Rs. 80-Rs. 85 crores of capex and you are talking about 100 bps

margin expansion, so next year the entire growth is all FOFO related

expansion largely, so basically your free cash flow will be very strong next

year, so then we can assume like full debt repayment by next year?

Shailesh Chaturvedi: That is our medium-term aspiration and we have mentioned earlier that

we have a desire in the medium term to be a debt-free company. Now, we

will see, we are generating some free cash flow even now this year. And we

don't have a major need for capex and that is why the profit is going into

free cash flow and we will see how it goes. It is also a function of how much

capital is required for growing the brand because that is the first agenda

that we want to grow our brand's profitability to their potential and then

whatever else surplus comes we surely use it to pay down our debt.

Whether it will become zero, I don't know. Ankit, you want to comment

further on the net debt where it will reach.

Girdhar Chitlangia: As Shailesh said, our aspiration is basically to be debt-free in the medium

term. Any surplus cash that we will generate obviously will be used to pare

off the debt.

Moderator:

Thank you. The next question is from the line of Abhijeet Kundu from

Antique Stock Broking. Please go ahead.

Abhijeet Kundu:

Congrats on good set of numbers. My first question was on the

discontinued businesses. You have said that the provision for royalty for Ed

Hardy and Aeropostale will accrue us profit because those losses will go

away, we have got Rs. 39 crores in this quarter. So, these brands are

dormant brands, or have we discontinued the sales?

Shailesh Chaturvedi: When the Sephora transaction happened, we had two brands which were

dormant and were not active, but we are paying royalty for them as per the

legal contract, which are the Ed Hardy and Aeropostale. So, we are not

doing any production or sale or business of that, but we had a certain legal

contract commitment. This was coming to close to Rs. 10-Rs. 12 crores a

year for next couple of years and this year, that figure was around Rs. 15-

20 crores. So, what we have done is that we have taken the present value

of these future royalty expenses plus some other expenses linked to these

brands and that we made the provision of Rs. 39 crores there.

Abhijeet Kundu:

So, technically, we are not selling these brands anymore, so no royalty has

to be paid, no expenses have to be paid, but these two brands are coming

for renewal in two years, right?

Ankit Arora:

So, Abhijeet, Ankit, let me just clarify that for your benefit. See these

brands were already made dormant because we were very decisively

allocating capital towards the five marquee brands, which is what Shailesh

has spoken at length. We were not investing behind these brands. So,

because there is no sale, but of course there is a minimum commitment on

royalty, which is what we have to pay, and we have mentioned this on the

call earlier as well in Q2. And so, the expense on account of that is what we

have made a provision netted off against the gain on the Sephora

transaction sale is what the number which is what you are looking at. So,

there is not going to be any further drag coming on the profitability of

these five marquee AFL brands going forward on account of this minimum

royalty commitment is what we had to pay for the next two years

pertaining to Ed Hardy and Aeropostale.

Abhijeet Kundu:

How should we account for it? So, say for FY24, the discontinued

operations, profit from discounted operations, so Sephora would be Rs. 74

crores only?

Ankit Arora:

Your estimation is correct. So, there is no NSV coming in from Ed Hardy and

Aeropostale. It was very marginal. So, the only NSV which is what was

coming in, which has been discontinued, is only Sephora. And your

estimation is broadly in line with the number, which is what you just

mentioned.

Abhijeet Kundu:

And my second question was, it has been asked earlier, but still two things

in that. One is the accelerated store expansion that you had talked about

200 stores through FOFO route, which will essentially more of EBOs. So, in

this, one is what would be the capex requirement, Rs. 85 crores is the

capex requirement that you are saying per year, one is that?

Shailesh Chaturvedi: Yes, annual. You are right.

Abhijeet Kundu:

Rs. 85 crores per annum

Shailesh Chaturvedi: Yes.

Abhijeet Kundu:

And second is that we are talking about the gross space addition, the net

space addition, how should we look at it? I know earlier also you said that it

is difficult to say that, but the color on what would be the net space

addition would help us to derive the overall sales growth because there

would be element of a same store sales growth and there would be

element of a store expansion which will play out over the next two years?

Shailesh Chaturvedi: I would put this gross addition, net addition into two parts. One is, there is

a regular business. In regular business, typically 3% to 4% of distribution

gets shut because those markets become not good or the store is not

viable, we make mistakes or something else happens. The market is very

dynamic and moving. So, that is a normal 3%-4% of your distribution. You

do clean up on an ongoing basis. That is a reality, some malls become

ineffective, some high streets become ineffective etc., that number

happens. So, what we track more than the number of store, because when

we shut, they are smaller store, maybe larger numbers, but we open larger,

bigger number of fewer stores. But I think that emphasis on square footage

internally, we look at how many square foot or what is the CAGR on square

foot that we are looking at. And that is the target we are looking at to grow

forward more than the store number. Store numbers are also important

and they indicate eventually the square foot expansion, but our internal

KPI is more and more on square foot expansion and the plus minus of the

store evolution, transfer, closure, etc., keep happening, but we are very

keen on adding a certain high quality square footage in our brands.

Abhijeet Kundu:

And what would be the targeted one? Like 10% of that 3%-4% will go off,

so 7% is the square foot addition?

Shailesh Chaturvedi: If you look at our square foot expansion, it is more like 1.75 lakh to 2 lakh.

It depends on the markets also. So, it is in that zone that we are targeting

right now.

Moderator:

Thank you. The next question is from the line of Niraj Mansingka from

White Pine Investment Management Private Limited. Please go ahead.

Niraj Mansingka:

Just two questions. One, what was the growth in the square footage on a Y-

o-Y basis?

Shailesh Chaturvedi: We have opened more than 120 stores. We can just check the number

and I can just confirm.

Ankit Arora:

We will have to just check the exact data. Niraj, I can settle back separately

on this.

Niraj Mansingka:

So, the reason I asked you is that what you said is more of a gross number

of opening of stores, right? And what is the net number of stores if you can

give that on a regular basis also, and now also it will be useful because that

shows how much you have actually added on a net basis rather than gross?

Shailesh Chaturvedi: We will take this as feedback, and we will ensure that data is made

available on a regular basis.

Niraj Mansingka: But what is the number for the quarter? How many stores you might have

added on the net basis?

Shailesh Chaturvedi: We added more than 20 stores in this quarter and more than 120 stores in

the year. That is the number we have currently.

Ankit Arora:

We added 31 stores on gross basis in Q3.

Niraj Mansingka: Please let us know the net store in future, so that will be more realistic way

to look at rather than the gross number. The second question is on revenue

growth. Can you share what is the revenue growth for each of these brands

like U.S. Polo Assn, Tommy?

Shailesh Chaturvedi: We don't share brand-wise data for a competitive reason and also, a lot of

our brands are licensed, so our global partners are also very sensitive to

that and industry also, our competitors also don't share. But we give

enough color so that we mention how the brands have done and how they

are doing. So, we have not given in the past a very specific brand-wise sales

number or EBITDA number.

Niraj Mansingka: But it can be from color on, which is the highest growing brand and how is

the lowest one, just wanted to have some color on that actually?

Shailesh Chaturvedi: The Tommy CK business has a very premium portfolio; they are growing

faster because, people say K-shaped recovery or premiumization is working

well right now. People are buying little more differentiated products. So,

last couple of quarters, we have seen a higher growth in premium

categories in Tommy Hilfiger and CK, and also the premium parts of Arrow

i.e. 1851 or premium parts of U.S. Polo also has grown well. And as far as

the lowest growth right now, FM is under a new refresh, and we are

waiting for a lot of piloting to happen in FM. Once we see the fruits of that

piloting we are doing, we will expand. So, right now, the growths are

lowest in FM and the highest in Tommy/CK.

Niraj Mansingka: And the last question, can you just share some color on what you are doing

so that you shared about refreshing the brand on FM, can you share what

you are doing and how you want to compete with other brands which have

taken over your market share over on that front?

Shailesh Chaturvedi: If you look at FM, it is a very strategic asset in our portfolio, it is owned by

us. We don't pay any royalty in that and it is our own brand, which we have

a partnership with the Flipkart group. And that partnership also gave us a

unique edge in online space, understanding of that space. So, when we

looked at the brand, we said, let’s refresh the brand. This was one of the

first Jeanswear brands, maybe the first Indian Jeans brand in country and

we have done refresh of CK, we have done refresh of Arrow, and then we

said now do it for Flying Machines. So, what we did is that we said that the

Flying Machine will be a brand which will be built on four pillars. One pillar

is Jeanswear. Now it is a very large market in India, especially in the MBO

channel, etc., a very large business happens in the Jeanswear, and FM is

the first authentic heritage Jeanswear brand, so we said that is the first

pillar. Second pillar is youthful, and you look at how India is a young

country, the Gen-Zs are becoming important, millennials continue to

remain important. So, we said, this is a brand where youthfulness, the

appeal to Gen-Z and millennials may be very important. Third, what we

said will be kind of a value proposition that will be attractively priced for

the product that we give, not the cheapest in that sense, but it will be

attractively priced. So, the third pillar that we have decided to focus in

Flying Machine was to focus on value proposition and the fourth was the

most emotional pillar that we said, in a young country where social media

is very important, we want to target online imagery of young customers

where they are nobody, but they should feel like somebody really hot. And

this expression of that fire emoji that people get, people crave for that

emoji coming as a reply to them on social media of the fire emoji. So, being

hot and the internal phrase we use is damn hot. And the fourth pillar will

be that it should look like a damn hot and it should solve the problem of

somebody towards his journey, as a machine will take it from an

anonymous person to somebody damn hot. So, those are the four pillars.

And in terms of execution, how we are doing it is that we first changed the

logo of the brand, we changed the font of the brand, we got a new

propeller, the new font, we got a new color scheme, we got a completely

new merchandise architecture which is targeted Gen-Z customer so that

the product also looks damn hot. We got a new retail identity developed

for Flying Machine that we opened in a Commercial Street, a high Street in

Bangalore around a year back. And now we are using this pillar of new

merchandise direction, the new retail identity, new ad campaign, which is

focusing on being damn hot, we are trying to excite the young customers,

Gen-Z plus millennials, so that they feel that they are damn hot when they

wear Flying Machine. Now, early journey we are testing a lot of these

things and what we have seen is that the MBO channel and the value

department store have already got very enthused by the new avatar of

Flying Machine. Also, we have renovated almost like 12 odd stores with a

new identity, and we have seen very like good like-to-like growth or

double-digit like-to-like growth in those stores. Still early days, we see a full

effort, another year to get everything right to build it, but that journey has

started and if you see our vision is also for Flying Machine to be a Rs. 1,000

crores brand, it will also have to have all the adjacent categories that we

talk about, and we are very keen that we will add three-four new adjacent

category in Flying Machine, and we will build distribution, we will build new

product category and expand through value department store and as well

as through our EBOs eventually. So, that journey has started.

Niraj Mansingka: And just, you said the 12 stores that you have renovated have seen very

high double-digit growth?

Shailesh Chaturvedi: Yes. Since you asked that specific question, because typically when you

are early stage, we want to keep quiet and keep doing the right thing and

once we see a model work, then we talk about it and expand it. So, it is a

very early stage of, we are seeing green shoots, but still, it is early days of

the recovery for Flying Machine.

Moderator:

Thank you. The next question is from the line of Jatin Sangwan from

Burman Capital. Please go ahead.

Jatin Sangwan:

I noticed that deprecation has increased Q-o-Q. I guess that was because of

the addition of Tommy Hilfiger and Calvin Klein on COCO model, so if you

could breakup deprecation by ROU assets and PPE, and the same for

interest, breakup on lease liability and interest due to borrowings?

Ankit Arora:

Jatin, Ankit here. So, just want to kind of clarify, interest is a very small

portion, quarter-on-quarter, it has increased only by about Rs. 2 crores,

which is generally on account of our IndAS adjustment because of our

COCO stores. Yes, your observation is absolutely right on the depreciation

side of it, it has increased by about Rs. 7 odd crores. There is a one-off in

the depreciation on account of COCO store conversion, which had

happened in PVH, which is what we have been speaking to you all about.

Since the entire documentation and lease signing of all those COCO

conversion stores got done in Q3 and hence there is a one-off charge and a

cumulative impact in Q3 to the extent of about Rs. 5 to Rs. 6 crores in this

quarter out of that Rs. 7 crores and this depreciation number will come

down by about Rs. 3 odd crores, Rs. 3 to Rs. 4 crores from Q4 onwards. So,

there is a one-off cumulative impact in depreciation on account of that.

Jatin Sangwan:

And if you could give the breakup also deprecation by ROU and similarly for

interest?

Ankit Arora:

So, interest on our borrowing usually is around Rs. 18 to Rs. 20 crores and

rest is on interest on lease liability and on depreciation the number is on

fixed assets is about Rs. 15 odd crores and the rest is deprecation on ROU

assets.

Jatin Sangwan:

And what is the gross debt number that we are carrying as of December

23?

Ankit Arora:

You asked about the gross debt number, right?

Jatin Sangwan:

Yes, gross debt number.

Ankit Arora:

So, that will be under Rs. 350 crores.

Jatin Sangwan:

And what was the similar number on September 23?

Ankit Arora:

I will have to just check that. Our net debt number was Rs. 476 crores as of

September. You can look at the reported balance sheet which is what

would have been part of the H2 financials.

Moderator:

Thank you. The next question is from the line of Ankit Kedia from Phillip

Capital. Please go ahead.

Ankit Kedia:

Sir, my first question is regarding the MBO, you mentioned that the tertiary

sales are in line with the retail like-to-like growth while we have reported

15% overall growth. So, just wanted to know how much are the MBO

counter additions in the quarter, Y-o-Y growth and over the next two years,

what is the aspiration for the MBO counter addition? And of the four

brands which we have, if U.S. Polo is the highest counter addition or Arrow,

what would be the other two brands like Flying Machine or the other brand

versus the leader? So, how much of the depth we can increase by and also

the width from the MBO channel?

Shailesh Chaturvedi: So, MBO is growing, in the Q3 is grown at more than 15%. Also, if I look at

the YTD data, also it has grown double digit. It is growing well now, it is a

function of, like I said earlier, expansion, annualization, and like-to-like

growth. Also, MBOs are working at a lower sales density than our EBO. EBO

have at much higher sales density. So, the growths are higher in MBOs

because there is a scope to increase the sales density and by putting our

own manpower to build more category assortment correctly, reducing

category, putting the right category. Also, our sourcing has been very

efficient, our OTIFs have been very efficient, so we have been launching

the season really on time among the best in the industry, so MBO channel

is benefiting from better sourcing and better supplies also from our side.

So, that is the growth picture, and if you see aspiration, again it is a very

large market and the market share of different brands or companies will be

still not that good and huge ability to grow and go to newer towns with the

MBO channel and like every other channel. So, I think there is a secular

growth possible in MBO channel and we will be very careful on hygiene and

that is very important for us that the inventory level at the MBO channel as

well as the debtor situation with the MBO channel, we are very careful,

watchful, and we are growing with very good hygiene. That is very

important in terms of our aspirations. As far as the scope is concerned, U.S.

Polo is leading brand. That is the first brand we take to a new city or to a

new counter or new MBO channel because the desire for that brand is very

high. It is a very large brand, country’s leading, probably the biggest men

casual brand in the country. Every MBO counter wants that brand first.

Tommy CK have a little more exclusive reach because that price point

doesn't work everywhere. So, that is a really careful expansion of Tommy

CK. Arrow and Flying Machine both show very good potential to grow the

MBO channel further. In the last two years, we have really expanded the

Arrow MBO channel significantly. As the model started working, we started

expanding. FM, we are doing that and the last number I remember in

spring-summer 24 and the fall-holiday 23, the previous season and the

current season, we are opening almost like 90 shopping shops in Flying

Machines between the two seasons and we will continue to expand as the

brand starts proving itself in the MBO counter and we continue to grow.

So, overall, I think it will grow at a healthy pace, but I think the important

thing is to maintain the hygiene of inventory and the collection.

Ankit Kedia:

Sir, specific number I was looking at the number of counters we are

present in MBO today and over the next two years what will be the counter

addition?

Shailesh Chaturvedi: I am sorry, I don't have specific data on that and like somebody

mentioned earlier on the store count these are the areas that I think we

will take this as a note of better information sharing with the investors. So,

this time please excuse me, we will come back with this kind of

information.

Ankit Kedia:

Sir, for last quarter also same feedback was shared with the team. Sir, my

second question is regarding discounting. Now if I go online on U.S. Polo or

the footwear brands and other brands, discounting is very high in online

channels. Obviously, you are moving away from online B2B, where the

discounting is higher. So, how much inventory is still in the system where if

a consumer goes online and sees the discounting, it remains high versus

the store where you are actually controlling the discounting. And over the

next two years, where do you want the online B2B business to be

positioned or reduce the inventory out there?

Shailesh Chaturvedi: So, if you look at our aspiration, we will want our B2C model with the

partnership with these portals that are key marketplaces, we want it to be

close to 75% of the overall online business. Currently, it is inching towards

50%. So, that is the scope to sort of convert the business towards more and

more B2C and our aspiration should be as high as possible, because then

we assort the product very scientifically and also we manage the

experience and the pricing and control the discounting. So, that is one part

of it. Now, as far as the current discounting on B2B portal is concerned, let

us look at two ways. One is that we are de-stocking, like Kulin mentioned

earlier and I also elaborated that we are very keen to de-stock, and the

consumer sales are growing, but we are reducing that stock level, and in a

couple of quarters where the de-stocking will get done and it will reach a

BAU level where the inventory should be. Also, I want to explain you that

fact that when the discounting happens the large part is what is known as

OSM, the old season merchandise which we pull back from our physical

stores and other distribution and online is a very efficient way of

liquidating OSM. What should we do in outlets, etc., so online one side is a

very efficient outlet model, and that model continues as OSM merchandise

and also we do some online exclusive merchandise that’s called SMU,

which B2B people pick up and sell. But a large part of that online exclusive

merchandise now we are doing in B2C with our own marketplace, and we

are building that business with our own control and our own sense on

pricing. So, that process is on, that strategy is being implemented and

initial primary billing hits we are taking, and I think in a couple of quarters

this will stabilize.

Ankit Kedia:

And sir, my last question is regarding U.S. Polo kids and footwear, we have

seen a very healthy growth in both these categories from a U.S. Polo side.

So, how many counters or how many EBOs today are both these categories

present? Or do you think there is scope to now linked only on consumer

demand or there is still penetration remaining for both these categories?

Shailesh Chaturvedi: Yes, so we started the journey of adding footwear to all the stores and

now majority of our U.S. Polo stores have the footwear and it accounts for

a healthy share of U.S. Polo stores and you will see neighboring key U.S.

Polo store where you will see footwear being present. As far as Kidswear is

concerned also opens up opportunity to open exclusive stores of Kidswear

in future, so we will look at that version also. Also, footwear is sold through

our own, we have a footwear chain where we do multi-brand stores. That

also pilot is happening, and we sell footwear through those stores also. So,

you see our expansion will happen and clearly that feedback on how many

stores is present etc., we will provide that information.

Moderator:

Thank you. The next question is from the line of Rajiv Bharati from DAM

Capital. Please go ahead.

Rajiv Bharati:

Sir, what part of this 120 gross additions are COCO stores?

Shailesh Chaturvedi: Very few. The number will be less than 20.

Rajiv Bharati:

And in terms of this depreciation increase, Y-o-Y, is it safe to assume that

bulk of this can be attributed to your COCO conversion on the TH side?

Shailesh Chaturvedi: And like Ankit just explained in previous question that accounting

happened in Q3 and that is why there is a one-off, Rs. 7 odd crores

depreciation compared to the Q2 has happened and now it has come down

by Rs. 3-Rs. 4 crores as this stabilizes. So, COCO, our expansion is based on

asset light model and in Tommy, particularly where we have taken over

almost like 25 stores and some new stores will open on a COCO basis

because the capital efficiency there and increase in ROCE. So, in Tommy,

we will continue to open the COCO Store, but other than that, they will be

only on very specific occasion, bulk of our retail expansion in other brands

will be on a FOFO basis.

Rajiv Bharati:

Because when I see the minority interest part, which is for your Tommy CK

piece, which is I think -2% decline, and if I adjust this depreciation

difference, it seems that you have grown 15%-20% profitability on Tommy

CK combined, is that number right?

Shailesh Chaturvedi: We are growing at something similar to what you are saying.

Moderator:

Thank you. Ladies and gentlemen, due to the paucity of time, that was the

last question for today. I would now like to hand the conference over to

Mr. Ankit Arora for closing comments. Over to you, sir.

Ankit Arora:

Thank you. I understand some of you may have a few unanswered

questions, but management had a paucity of time, so we will have to close

this call. Thank you everyone for joining us on the call today. If you have

any other follow-up or any more questions, we can take that separately

and I am always available to answer those. Thank you so much for your

time and have a lovely evening.

Moderator:

Thank you members of the management. Ladies and gentlemen, on behalf

of Arvind Fashions Limited, that concludes this conference. We thank you

for joining us and you may now disconnect your lines. Thank you.

Note: This is a transcription and may contain transcription errors. The transcript has been edited for clarity. The Company takes

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