Aditya Birla Fashion & Retail Ltd has announced that its merger with Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited will be effective August 1, 2026. The National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned the Scheme of Amalgamation, and the certified copy of the order was filed with the Registrar of Companies, Mumbai on July 10, 2026. Consequently, all conditions precedent to the effectiveness of the scheme have been satisfied.

The appointed date for the amalgamation is April 1, 2026. The effective date is set as August 1, 2026, which is the first day of the month following the satisfaction of all conditions precedent. The scheme involves the amalgamation of Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited with Aditya Birla Fashion & Retail Ltd and their respective shareholders and creditors.

The disclosure was made to the stock exchanges in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company had previously intimated the exchanges regarding the scheme on February 5, 2026, and July 2, 2026.

Key Merger Details

The certified copy of the NCLT order along with the scheme has been enclosed with the regulatory filing. The information is also available on the company’s website.

The National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the Scheme of Amalgamation involving Aditya Birla Fashion & Retail Limited , Jaypore E-Commerce Private Limited, and TG Apparel & Decor Private Limited. The order dated July 2, 2026, approves the merger of the two wholly owned subsidiaries with the parent company, effective from the Appointed Date of April 1, 2026. The tribunal found the scheme to be fair and reasonable, noting that all statutory compliances had been fulfilled and observations from regulatory authorities were addressed.

Rationale Behind the Amalgamation

The amalgamation aims to simplify the legal and operating structure of the group, streamline business and administrative operations, and reduce costs. By integrating the subsidiaries, the company expects to achieve better financial strength and flexibility, which is anticipated to maximize overall shareholder value. The Board of Directors of all three companies had approved the proposed scheme on February 5, 2026.

Share Cancellation and No New Allotment

Since Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited are wholly owned subsidiaries of Aditya Birla Fashion & Retail Limited, no consideration will pass from the amalgamated company. The shares held by the parent company in the amalgamating companies will stand cancelled upon the scheme becoming effective, without the issue or allotment of new shares. The appointed date for the amalgamation is April 1, 2026.

Regulatory Observations and Legal Continuity

The tribunal considered reports from the Regional Director, Ministry of Corporate Affairs, and the Official Liquidator, who found no impediment to the sanction of the scheme. While the Central Goods and Services Tax Authority raised observations regarding an outstanding demand against TG Apparel & Decor Private Limited, the petitioners clarified that the liability had been discharged and an appeal was being preferred. The scheme preserves all pending legal proceedings, allowing authorities to proceed against the amalgamated company in accordance with law.

Compliance and Filing Requirements

Aditya Birla Fashion & Retail Limited has been directed to file a certified copy of the order with the Registrar of Companies within 30 days. Additionally, the company must lodge the order with the Superintendent of Stamps for adjudication of stamp duty within 60 working days of receiving the certified copy. The scheme was exempt from obtaining a No Objection Certificate from stock exchanges under Regulation 37(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as it involved a holding company and its wholly owned subsidiaries.

The following table summarises the entities involved in the amalgamation: