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:

Aditya Birla Fashion & Retail has re-designated Sangeeta Tanwani as a Non-Executive Non-Independent Director to ensure continuity in strategic guidance at the Board level following her transition to a new role within the Aditya Birla Group. Tanwani, who currently serves as Whole-time Director and CEO-Pantaloons, will relinquish her executive position effective the close of business hours on July 31, 2026. The Board approved her re-designation for a period of two years, commencing August 1, 2026, and ending July 31, 2028, subject to shareholder approval.

The Nomination and Remuneration Committee (NRC) and the Board of Directors recommended the appointment to leverage Tanwani's deep knowledge of the Pantaloons business. She brings over three decades of leadership experience across FMCG, retail, and pharmaceuticals. Since joining the company in 2018, she led the strategic transformation of Pantaloons, strengthening its brand positioning and adopting a capital-light model. She also spearheaded the company's entry into the deep-value fashion segment, building the Style Up brand and transforming it into OWND!.

Consequent to these changes, the Board advanced the date of appointment for Suraj Bahirwani as CEO-Pantaloons and Senior Management Personnel. Bahirwani will now assume the role on August 1, 2026, advanced from the previously approved date of October 1, 2026. The decision was based on the recommendation of the NRC.

The disclosures were made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that Tanwani is not related to any existing directors, key managerial personnel, or promoters and is not debarred from holding the office of director by SEBI or any other authority.

Key Appointments