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 announced its Q3FY26 financial results, demonstrating robust consolidated performance with 8% revenue growth and significant EBITDA expansion. The fashion retailer's consolidated operations reached ₹2,374 crores in revenue, driven by strong performance across ethnic businesses and new format expansion, marking a substantial improvement from earlier reported standalone figures.

Consolidated Financial Performance Shows Strong Growth

The company's consolidated financial performance for Q3FY26 demonstrated significant improvement across key metrics. Revenue grew 8% year-on-year to ₹2,374 crores, while EBITDA expanded by 13% to ₹370 crores with margin improvement of 70 basis points to 15.6%.

For the nine months ended December 31, 2025, revenue grew 10% year-on-year to ₹6,187 crores, while EBITDA expanded 17% to ₹655 crores with margin improvement of 70 basis points to 10.6%.

Business Segment Performance Analysis

The company's diversified business portfolio showed strong performance across multiple segments, with ethnic businesses leading growth momentum. New businesses delivered rapid expansion driven by strong like-to-like performance and network expansion.

Ethnic Business Portfolio Drives Strong Performance

The ethnic business segment emerged as a key growth driver, posting 20% year-on-year growth with significant margin expansion. The designer-led brand portfolio delivered exceptional performance with over 30% growth, driven by strong occasion-led demand and continued category expansion.

Retail Network Expansion and Digital Growth

The company expanded its retail footprint significantly with approximately 50 gross store additions during Q3FY26, bringing total retail space to over 7.7 million square feet. The e-commerce channel sustained strong momentum with over 15% year-on-year growth, enabled by stronger omni-channel capabilities and faster fulfillment.

Labour Code Impact and Operational Developments

The implementation of new Labour Codes by the Government of India on November 21, 2025, created exceptional charges due to past service costs from revised wage definitions affecting gratuity and compensated absences calculations. The company also completed significant corporate restructuring with Board approval for amalgamation of two wholly-owned subsidiaries.

The financial results demonstrate the company's successful portfolio diversification strategy, with newer businesses maintaining strong momentum while established formats show resilience. The ethnic business segment's multi-quarter trend of improving operating performance, combined with TMRW's margin expansion of approximately 900 basis points year-on-year, positions the company well for sustained growth as it approaches an inflection point in scale and profitability.

Source: ABFRL Press Release dated February 5, 2026