History of Provogue [Indias] Ltd

The Comp. was incorporated on November 11, 1997 as Acme Clothing Private Limited. The Comp. was converted into a public limited company [i.e. Acme Clothing Limiteds] on March 11, 2005, in terms of a special resolution dated March 2, 2005 passed under Section 31 and Section 44 of Act in a Meeting of Shareholders of Company. The name of Comp. was subsequently changed to Provogue [Indias] Limited & a fresh certificate of incorporation dated March 14, 2005 was issued by Registrar of Companies, Maharashtra, Mumbai.

The Comp. launched the fashion brand `Provogue' in March 1998 and within a short span of seven [7s] years, it has established a strong brand identity in the minds of urban consumer. The Company's philosophy of `creating trends' in fashion, an aggressive marketing strategy, coupled with high profile promotional events & its distribution strategy of retailing through selective stores & malls has resulted in Provogue being now positioned as a leading fashion brand in India.

The Comp. has, over a period of time, entered into hospitality business by opening a lounge under the brand name Provogue Lounge. These lounges work as a store in the daytime & are converted into a restaurant & refreshment room in the evening with an extensive selection of food, beverages & entertainment at value prices. Recently, the Comp. acquired from Acme Global the entire business of export of textile; textile machinery & textile related chemicals and operates these businesses as its division under the name Acme Global.

Mr. Nikhil Chaturvedi promoted the Comp. along with his two brothers, Mr.Akhil Chaturvedi & Mr.Salil Chaturvedi, & friends Mr.Deep Gupta, and Mr.Nigam Patel. Later, Mr. Rakesh Rawat was also inducted into the company as a promoter.

The evolution of Comp. can be traced through the following phases;

Phase i : The launch

The beginning of 1998 saw Provogue being launched in a Multi Brand Outlet, i.e. The Bombay Stores, Mumbai & progressing to 120 Multi Brand Outlets by end of 1999. The first exclusive `Provogue' store was opened in Lokhandwala Complex, Andheri, Mumbai in the year 2000. The Comp. was able to achieve market penetration by hosting fashion shows across the country along with an aggressive advertising & PR campaign, which enabled it in persuading a potential customer to its brand & its outlets to buy the Company apparels.

Phase II : Building a brand

The Comp. has established a distribution network across the country covering Metro, A Class cities & B Class cities. Over the years, the Company introduced other product categories like men trousers, socks, wallets & t- shirts, which received an overwhelming response from its customers. Though the products introduced by Comp. were doing exceedingly well, the total retail area available to the Comp. was not adequate & restricted it to a few Multi Brand outlets & one exclusive store in Mumbai. However, in terms of sales, the Company achieved sales of Rs.1,400 Lacs [US $3 mn approx.s] in the year 2000.

Phase III : Building of scope & scale for brand

Although the sales continued to grow rapidly, expansion had still not reached its true potential on Acc. of limited retail area. To meet the growing demand of its products, the idea of having its exclusive stores was conceived & thirty-six Studio Stores were planned to be opened in a time frame of about two years. To achieve further growth in sales, bollywood actor Fardeen Khan was signed up as the brand ambassador in July 2001. This gave impetus to the Company's marketing initiatives & endorsement by brand ambassador reinforced the brand image as a trend-setting brand. The Company expanded its product lines to include knitwear, woolens, ties, scarves, handbags & other accessories. By December 2002, the Comp. had already opened twelve Studio Stores all across the country. Simultaneously, the Comp. also expanded its presence in large chain stores like Shopper Stop & Piramyd all over India & was the first brand to be introduced in Westside, a leading retail store.

The Comp. started its first manufacturing facility at Daman on April 7, 2003, with an installed capacity of 2000 shirts per day. However, the Comp. outsourced its requirements for trousers & other accessories. The manufacturers & suppliers are selected for supply to the Comp. only if they meet the Company quality standards. The manufacturer has to undergo quality control inspections & tests conducted by Comp. before the trousers & accessories are branded as that of Company.

Phase IV : Consolidation

With a view to expand its business & enter into the fabric processing business & exports, the Comp. entered into a Memorandum of Understanding ['MOD's] dated April 1, 2004 with Acme Global, a partnership concern, in which the existing promoters [other than Mr. Akhil Chaturvedi & Mr. Nigam Patels] are partners The understanding reached between the parties was formalized by executing an agreement for assignment dated September 28, 2004.

* The Comp. has taken over the business of Acme Global on a going concern business together with all of its assets & liabilities as on April 1, 2004 for a consideration of Rs. 2,84,14,814/-

* The said consideration is payable on or before March 31, 2005 or such extended time as may be mutually agreeable.

* The said consideration is represented by promissory notes made by the Company In favour of four [4s] partners of Acme Global & till such time that the said consideration is paid; it shall be treated as unsecured loans in the books of PIL.

* The Agreement is effective on & from April 1, 2004.

Acme Global

Acme Global was set up as a partnership firm on December 15, 1999 with Mr. Nikhil Chaturvedi, Mr.Salil Chaturvedi, Mr.Deep Gupta & Mr. Rakesh Rawat as the partners sharing profits in the ratio of 1:1:1:2. Acme Global was involved in the business of export of textile, textile machinery & textile related chemicals, dyes, etc.

Brief Financials of Acme Global

The brief financials of Acme Global prior to its acquisition were as follows:

[Rs. In Lacss]

2003-2004 2002-2003 2001-2002

Partners Capital 334.02 313.18 247.22 Fixed Assets 26.43 13.23 8.53 Total Income 2541.93 2667.01 1731.39 Net Profit after Tax 107.47 121.74 125.16

Benefits from Acquisition

The strategy behind acquiring the business of Acme Global was to consolidate the business of Company. Till now, the Comp. has been in the business of apparel manufacturing, outsourcing, branding and distribution [through its own outlets, national chain stores & multi brand outletss]. With this acquisition, the Comp. entered into the business of textile exports, export of textile machinery & textile related chemicals.

The fabric export business provides the Company, the necessary economies of scale & an understanding of global textile market. It also helps the Comp. in negotiating better rates for raw materials required by Comp. for its manufacturing facility.

Milestones achieved by Company:

Year Milestones

1997 * Acme Clothing Private Limited was incorporated on November 11, 1997

1998 * The Comp. launched its brand 'Provogue'

1999 * John Abraham was projected as the brand ambassador for Provogue.

* The Comp. introduced the brand 'Provogue' in National Chain Stores like Piramyd, Shopper Stop & Lifestyle

2000 * The Comp. opened the first 'Provogue Studio' [an exclusive brand outlets] in Lokhandwala, Andheri, Mumbai

2001 * The Comp. opened its second Studio Store in Chandigarh

* The Comp. signed bollywood actor Fardeen Khan as the Brand Ambassador

2002 * The Comp. set up its factory at Daman to manufacture apparel.

2003 * The Comp. introduced the concept of 'Provogue Lounge' at High Street Phoenix, Mumbai

2004 * The Comp. acquired Acme Global which enabled it to enter into fabric processing business

* The Comp. entered into a License Agreement with M/s. Rajni Frames for manufacture and sale of eye wear products under its brand name

* The Comp. acquired 15,906 shares of Acme Hotels and Hospitality Private Limited ['AHHPL's] pursuant to which AHHPL became its subsidiary

2005 * The Comp. changed its name to Provogue [Indias] Limited

Awards & Recognitions:

The Comp. has been consistently recognized as the most admired apparel manufacturer in India. Images, one of leading industry magazine, has instituted various awards known as Images Fashion Awards [IFAs] to recognize the best performers of fashion & retail industry. The Comp. has been recognized by industry for its various initiatives, which include Brand building, Setting up of own Exclusive Brand Retail chain & Fashion retailing concepts amongst others. The Comp. has a unique distinction of winning the `Most admired product launch' award & also being nominated for IFA Hall of Fame: `Most Admired Apparel Comp. in India' in the same year. A list of others awards won by Comp. over the years is in the table below:

Year Award

2000 IFA: Winner `Most Admired Product Launch' - Provogue

2000 IFA Hall of Fame: `Most Admired Apparel Comp. in India' - Acme Clothing

2001 IFA: Hall of Fame `Most Popular Fashion Campaign of The Year' - Provogue

2001 IFA Hall of Fame `Most Admired Apparel Comp. in India' - Acme Clothing

2001 IFA Hall of Fame: `Most Admired Brand Professional of The Year' - Nikhil Chaturvedi

2003 Lycra[Rs] IFA: Hall of Fame `Most Admired Fashion Campaign of The Year' - Provogue [for year 2002s]

2003 Lycra[Rs] IFA Hall of Fame: `Most Admired Brand Professional of The Year' - Akhil Chaturvedi [for year 2002s]

2003 Lycra[Rs] IFA: Winner `Most Admired Exclusive Brand Retail Chain Of The year' - Provogue [for year 2002s]

2004 Lycra[Rs] IFA: Winner `Fashion Retail Concept Of The Year' - Provogue Lounge [for year 2003s]

2004 Lycra[Rs] IFA: Hall of Fame `Most Admired Shirt Brand of The Year' - Provogue [for year 2003s]

2004 Lycra[Rs] IFA: Hall of Fame `Most Recalled Fashion Campaign Of The Year' - Provogue [for year 2003s]

2004 Lycra[Rs] IFA: Winner `Most Admired Exclusive Brand Retail Chain Of The year' - Provogue [for year 2003s]

2004 IFA: Hall of Fame `Retailer Of The Year in Fashion' - Provogue [for year 2003-04s]

2004 Golden Scale Award for Menswear Brand in Apparel by CMAI 2004

2004 DFU inside Fashion brand award for excellence in retail performance

2005

-Lycra[Rs] IFA Winner: `Most Admired Fashion Forward Brand of the year' - Provogue

-Master Brand Award for Menswear Apparel

-Provogue [Indias] Ltd signs an exclusive Licensee Agreement with M&B Footwear Pvt Ltd

2006

-Provogue India - WOS enters into MoU with Omaxe Construction, New Delhi

2008

- The Comp. has splits its face value from Rs10/- to Rs2/-.