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.

Aditya Birla Fashion and Retail Limited held its Q3FY26 earnings conference call on February 6, 2026, where management discussed the company's performance and strategic direction across various business segments. The call provided detailed insights into the fashion retailer's consolidated operations and future growth plans.

Management Commentary on Q3FY26 Performance

During the earnings call, CFO Jagdish Bajaj highlighted that the overall demand environment remained mixed with consumption largely centered around festive and wedding-related shopping. The company faced headwinds from festive season shifts and conscious postponement of End of Season Sale (EOSS) by 12 days into Q4, which impacted reported sales growth particularly for masstige and premium brands.

Business Segment Strategic Updates

The management provided comprehensive updates on individual business segments during the call. The ethnic business portfolio continued its consistent margin expansion for the eighth consecutive quarter, with Q3 margin reaching 22.7%, up 350 basis points versus last year.

Pantaloons Repositioning Strategy Discussion

CEO Sangeeta Tanwani elaborated on Pantaloons' repositioning strategy during the Q&A session, emphasizing the shift from value-led fashion to building a premium brand proposition. She highlighted that the refreshed strategy is showing green shoots with encouraging trends in key performance indicators.

TCNS Turnaround Progress and Leadership Transition

Managing Director Ashish Dikshit discussed TCNS's turnaround progress, noting that losses have declined by over 50% on a YTD basis. The company expects TCNS to achieve breakeven on an annualized basis next year. Management also addressed the leadership transition, with Sooraj taking over from outgoing leader Anant, supported by a stable team and deliberate handover process.

Future Growth Trajectory and Investment Plans

The management outlined expansion plans across segments, including 50-60 store additions for TCNS next year and 40-50 stores for OWN! The company expects TMRW to achieve breakeven by FY29, while maintaining focus on driving profitability across the portfolio. Total capital employed in Galeries Lafayette is expected to be ₹180-200 crores with 15-20% store profitability target in steady state.

The earnings call demonstrated management's confidence in the strategic direction of the portfolio and its ability to deliver consistent value over time, with adequate cash availability of ₹2,100 crores providing financial flexibility for growth initiatives.