Aditya birla fashion & retail Limited has announced the allotment of 12,140 fully paid-up equity shares under its Employee Stock Option Scheme 2017. The allotment was approved by the company's Stakeholders Relationship Committee through a Circular Resolution dated March 3, 2026, following the exercise of Restricted Stock Units under the scheme.

Share Allotment Details

The company has provided comprehensive details regarding the recent equity share allotment:

The newly allotted shares rank pari passu with the existing fully paid-up equity shares of the company in all respects, ensuring equal rights and privileges for all shareholders.

Impact on Share Capital

The allotment has resulted in an increase in the company's paid-up equity share capital structure:

The increase represents the issuance of additional equity shares pursuant to the exercise of stock options by eligible employees under the established ESOP framework.

Regulatory Compliance

The announcement was made in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was signed by Rajeev Agrawal, Company Secretary & Compliance Officer, ensuring proper regulatory adherence and transparency in corporate communications.

Aditya Birla Fashion & Retail Limited's board of directors approved a comprehensive scheme of amalgamation involving two of its wholly-owned subsidiaries during a meeting held on February 5, 2026. The merger involves Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited, both of which will be amalgamated with the parent company.

Amalgamation Structure and Financial Details

The scheme provides for the merger of both subsidiaries with Aditya Birla Fashion & Retail Limited under Sections 230 to 232 of the Companies Act, 2013. The financial position of the entities involved shows significant variation in their operational scale and performance.

Financial data as of March 31, 2025

Business Operations and Strategic Rationale

Jaypore E-Commerce Private Limited operates as a B2C entity engaged in selling ethnic fashion merchandise and home decor items in India and abroad under the "Jaypore" brand. In contrast, TG Apparel & Decor Private Limited has remained inactive, with no business activities conducted over the past three years.

The amalgamation serves multiple strategic purposes:

• Simplification of legal and operating structure
• Streamlining of business and administrative operations
• Reduction in administrative and operating costs
• Enhanced financial strength and flexibility for the amalgamated company
• Maximization of overall shareholder value through seamless integration

Regulatory Framework and Share Structure

Since Aditya Birla Fashion & Retail Limited holds the entire share capital of both amalgamating companies, no new shares will be issued in consideration of the amalgamation. The company, being the holding company, cannot issue or allot shares to itself under the regulatory framework.

The transaction falls under the exemption provided by Regulation 23(5)(b) of the SEBI Listing Regulations as it involves wholly-owned subsidiaries. Additionally, the Ministry of Corporate Affairs General Circular No. 30/2014 exempts such amalgamation transactions from Section 188 requirements of the Companies Act, 2013.

Approval Process and Timeline

The scheme requires statutory and regulatory approvals under applicable laws, including approval from the Hon'ble National Company Law Tribunal, Mumbai. The board meeting commenced at 3:30 p.m. and concluded at 17:32 p.m. on February 5, 2026, with the necessary disclosures made pursuant to Regulation 30 of the SEBI Listing Regulations.

Upon the scheme becoming effective, all equity shares issued by Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited will stand cancelled and extinguished, completing the consolidation process within the Aditya Birla Fashion & Retail Limited corporate structure.