Key Event and Dates

  • The certified copy of the NCLT order sanctioning the Scheme was filed with the Registrar of Companies (RoC), Mumbai on July 10, 2026.
  • Consequently, all conditions precedent to the effectiveness of the Scheme are satisfied.
  • The Appointed Date for the Scheme, as defined within it, is April 1, 2026.
  • The Effective Date for the Scheme is August 1, 2026, being the first day of the month following the month in which all conditions precedent were satisfied.

Parties Involved

  • Amalgamating Company No. 1: Jaypore E-Commerce Private Limited (CIN: U51900MH2012PTC422224). A wholly-owned subsidiary of ABFRL, engaged in dealing in linen, garments, textiles, jewellery, and providing marketplace services.
  • Amalgamating Company No. 2: TG Apparel & Decor Private Limited (CIN: U51109MH2015PTC430930). A wholly-owned subsidiary of ABFRL, currently not carrying any business activity.
  • Amalgamated Company: Aditya Birla Fashion and Retail Limited (ABFRL) (CIN: L18101MH2007PLC233901). The listed holding company engaged in manufacturing and retailing branded apparel and accessories.

Rationale for the Scheme

The stated rationale for the amalgamation includes:

  • Simplification of legal & operating structure.
  • Streamlining of business & administrative operations, consequently reducing administrative & other operating costs.
  • Seamless integration and better financial strength and flexibility for ABFRL, maximizing overall shareholder value.

Consideration and Capital Structure Impact

Since both amalgamating companies are wholly-owned subsidiaries of ABFRL, no consideration will pass from ABFRL. The shares held by ABFRL in Jaypore and TG Apparel will stand cancelled upon the Scheme becoming effective without the issue or allotment of any new shares by ABFRL. This transaction will not result in any dilution of ABFRL's share capital.

The share capital of the companies as of February 5, 2026, was disclosed in the Scheme:

  • ABFRL: Issued, Subscribed and Paid-up Capital of ₹1,221.08 Cr, comprising 1,220.53 Cr from equity shares and ₹0.56 Cr from preference shares.
  • Jaypore E-Commerce: Issued, Subscribed and Paid-up Capital of ₹21.37 Cr.
  • TG Apparel & Decor: Issued, Subscribed and Paid-up Capital of ₹0.01 Cr.

Regulatory and Compliance Proceedings

The NCLT order (C.P.(CAA)/52(MB)2026 IN C.A.(CAA)/38(MB)2026) was pronounced on July 2, 2026. The Tribunal noted that all requisite statutory compliances had been fulfilled, including:

  • Dispensation of meetings for shareholders and creditors of the amalgamating companies due to their wholly-owned subsidiary status and obtained consent affidavits.
  • Service of notices upon specified creditors of ABFRL (those with outstanding balances of ₹25 lakhs or more).
  • Publication of advertisements in Business Standard (English) and Loksatta (Marathi).
  • Consideration of reports from statutory authorities:
  • The Regional Director, Western Region raised observations which were addressed by petitioner undertakings regarding compliance with the Companies Act and accounting standards. The Regional Director subsequently had no objection.
  • The Official Liquidator reported that the affairs of the amalgamating companies had not been conducted prejudicially to the public or creditor interest.
  • The Central Goods and Services Tax (CGST) Authority raised an observation regarding an outstanding GST demand against TG Apparel & Decor. The petitioners clarified that the tax liability had been discharged, an appeal was being preferred, and Clause 10 of the Scheme preserves all pending legal proceedings, protecting the CGST Authority's rights.

The Tribunal concluded the Scheme was fair, reasonable, and not contrary to law or public policy.

Accounting Treatment

The Scheme mandates specific accounting treatments in the books of ABFRL:

  • For Jaypore E-Commerce, the amalgamation will be accounted for in accordance with Appendix C of Ind AS 103 (Business Combinations).
  • For TG Apparel & Decor, the assets and liabilities will be recorded at amounts required under relevant Ind AS, inter-company balances will be derecognized, and the investment will be derecognized, with any difference recognized in profit and loss.

The amalgamating companies will stand dissolved, so no accounting treatment is prescribed for their books.

Other Material Provisions

The comprehensive Scheme document details the transfer and vesting of all assets, liabilities, contracts, permits, legal proceedings, and employees of the amalgamating companies into ABFRL by operation of law, effective from the Appointed Date.

  • All employees of the amalgamating companies will become employees of ABFRL without any break in service, on terms overall no less favourable.
  • All legal and tax proceedings involving the amalgamating companies may be continued by or against ABFRL.
  • The Scheme is structured to comply with Section 2(1B) of the Income Tax Act, 1961, for amalgamation.

Next Steps and Instructions from NCLT

As per the NCLT order, the companies are directed to:

  • File a certified copy of the order and the Scheme with the concerned RoC in e-Form INC-28 within 30 days from the date of receipt of the order.
  • Lodge a certified copy of the order and Scheme with the concerned Superintendent of Stamps for adjudication of stamp duty payable within 60 working days from receipt.

The order and Scheme have been made available on the company's website at www.abfrl.com.