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 & Retail Limited has announced key changes in its senior management structure, with the resignation of a division CEO and subsequent leadership restructuring effective from May 2026.

Leadership Transition in TCNS Division

Mr. Anant Kumar Daga, CEO of TCNS Division and Senior Management Personnel, has tendered his resignation from the company effective from close of business hours on April 30, 2026. The resignation has been attributed to personal reasons, as stated in the official communication to stock exchanges on January 29, 2026.

New Leadership Structure

To ensure continuity in operations, the company has appointed Mr. Sooraj Bhat to take additional responsibilities. Currently serving as CEO of Ethnic Business and Senior Management Personnel, Bhat will be re-designated to oversee both divisions.

Executive Profile

Mr. Sooraj Bhat brings extensive experience within the Aditya Birla Fashion and Retail ecosystem. His career trajectory includes:

• Current Position: CEO – Ethnic Business for ABFRL
• Previous Roles: Deputy CEO of Pantaloons, CEO of Fast Fashion division, and oversight of International Brands Division
• Tenure: Joined Madura Garments (now ABFRL) in 2002
• Recognition: Honored with "Exceptional Contributor for Business Success" in 2014 by the Aditya Birla Group Chairman
• Education: PGDM in Marketing and Strategy from IIM Bangalore, Mechanical Engineering from Regional Engineering College (now NIT) Calicut

Regulatory Compliance

The announcement was made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The company has provided requisite details in annexures as mandated by regulatory requirements.

Organizational Impact

The leadership transition represents a strategic consolidation of operations under experienced management. With Bhat's extensive background across multiple divisions within the company, the move ensures operational continuity while leveraging his deep understanding of both ethnic wear and contemporary fashion segments.