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July 2, 2026 BSE Limited National Stock Exchange of India Limited Scrip code: 535755 Symbol: ABFRL Sub.: Pronouncement of Order by Hon’ble National Company Law Tribunal, Mumbai Bench, (“NCLT”) regarding the Scheme of Amalgamation amongst Jaypore E-Commerce Private Limited, TG Apparel & Decor Private Limited and Aditya Birla Fashion and Retail Limited and their respective shareholders and creditors Ref.: 1. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Our earlier intimation dated February 5, 2026 Dear Sir/ Madam, The Hon’ble NCLT vide its order dated July 2, 2026 (“Order”) has sanctioned the Scheme of Amalgamation amongst Aditya Birla Fashion and Retail Limited (“Amalgamated Company” or “Company”) and Jaypore E-Commerce Private Limited (“Amalgamating Company 1”) and TG Apparel & Decor Private Limited (“Amalgamating Company 2”) and their respective shareholders and creditors, under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (“Scheme”). In this regard, a copy of the Order as uploaded on the website of the NCLT is enclosed herewith. The certified copy of the Order is awaited. This intimation is also being uploaded on the Company’s website i.e. www.abfrl.com. This is for your information and records. Thanking you. Sincerely, For Aditya Birla Fashion and Retail Limited Rajeev Agrawal Company Secretary & Compliance Officer ACS 18877 ADITYA BIRLA FASHION AND RETAIL LIMITED Registered Office: Piramal Agastya Corporate Park, Building ‘A’, CIN: L18101MH2007PLC233901 Website: www.abfrl.com 4th and 5th Floor, Unit No. 401, 403, 501, 502, Tel.: +91 86529 05000 E-mail: secretarial@abfrl.adityabirla.com L.B.S. Road, Kurla, Mumbai - 400 070 Fax: +91 86529 05400 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/52(MB)2026 C.A.(CAA)/38(MB)2026 In the matter of the Companies Act, 2013; In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangement and Amalgamations) Rules, 2016; In the matter of Scheme of Amalgamation of Jaypore E-Commerce Private Limited (“Petitioner Company No.1/ Amalgamating Company No.1”) and TG Apparel &Decor Private Limited (“Petitioner Company No.2/ Amalgamating Company No.2”) and Aditya Birla Fashion And Retail Limited (“Petitioner Company No.3/ Amalgamating Company No.3”) their respective shareholders and creditors (‘Scheme’) JAYPORE E-COMMERCE PRIVATE LIMITED CIN: U51900MH2012PTC422224 ....... First Petitioner Company/ Amalgamating Company No.1 TG APPAREL & DECOR PRIVATE LIMITED CIN: U51109MH2015PTC430930 ...... Second Petitioner Company/ Amalgamating Company No.2 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/52(MB)2026 IN C.A.(CAA)/38(MB)2026 ADITYA BIRLA FASHION AND RETAIL LIMITED CIN: L18101MH2007PLC233901 ...... Third Petitioner Company/ Amalgamated Company And their respective shareholders and creditors. [collectively referred to as the “Petitioner Companies”] Order Pronounced on 02.07.2026 Coram : Shri. Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances : For the Petitioner(s) : Adv. Ahmed Chunawala, Adv. Himanshoo Tembe, Ms. Meghna Somani, Advocates. ORDER 1. The present petition seeks sanction of the Scheme of Amalgamation of Jaypore E-Commerce Private Limited (“First Petitioner Company/ Amalgamating Company No.1”) and TG Apparel & Decor Private Limited (“Second Petitioner Company/ Amalgamating Company No.2”) and Aditya Birla Fashion And Retail Limited (“Third Petitioner Company/ Amalgamated Company”) and their respective shareholders (“Scheme” or “this Scheme”) from this Tribunal under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangement and Amalgamations) Rules, 2016 and other applicable regulations framed under the Company Law. 2. Jaypore E-Commerce Private Limited, the First Petitioner Company/ Amalgamating Company No.1 with CIN: U51900MH2012PTC422224 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/52(MB)2026 IN C.A.(CAA)/38(MB)2026 was incorporated on 21.02.2012 under the provisions of Companies Act, 1956 in India, having its registered office at Piramal Agastya Corporate Park, Building A, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S Road, Kurla Mumbai Maharashtra – 400070. The Petitioner Company No.1 is engaged in the business of dealing in linen, readymade garments, textiles, coated fabrics, jewellery, accessories and also provides marketplace and business support services to other businesses. The First Petitioner Company is a wholly owned subsidiary of Third Petitioner Company. 3. TG Apparel & Decor Private Limited, the Second Petitioner Company/ Amalgamating Company No.2 bearing the CIN: U51109MH2015PTC430930, was incorporated on 19.12.2015 as a private limited company under the provisions of the Companies Act, 1956, having its present registered office at Piramal Agastya Corporate Park, Building A, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S Road, Kurla Mumbai Maharashtra – 400070. The Amalgamating Company No. 2 is currently not carrying any business activity. The Second Petitioner Company is a wholly owned subsidiary of Third Petitioner Company. 4. Aditya Birla Fashion And Retail Limited, the Third Petitioner Company/ Amalgamated Company with CIN: L18101MH2007PLC233901 was incorporated on 19.04.2007, having its present registered office at Piramal Agastya Corporate Park, Building A, 4th and 5th Floor, Unit No. 401, 403, 501, 502, L.B.S Road, Kurla, Mumbai, Maharashtra – 400070. The Company is currently engaged in the business of manufacturing and retailing of branded apparels/ accessories and runs a chain of apparels and accessories retail stores in India. 5. The Board of Directors of the First, Second and Third Petitioner Companies, being the Amalgamating and Amalgamated Companies respectively, have approved the proposed Scheme of Amalgamation in their respective Board Meetings held on 05.02.2026. IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/52(MB)2026 IN C.A.(CAA)/38(MB)2026 6. The Appointed Date for the proposed Scheme of Amalgamation, fixed under the Scheme is 01.04.2026. 7. It is submitted that the present Company Petition has been filed in consonance with the Order dated 06.04.2026 passed by this Tribunal in C.A. (CAA) No. 38/MB/2026. The Petitioner Companies have complied with the directions contained in the said Order, including issuance of notices to the concerned statutory authorities, publication of advertisements as directed, filing of the Affidavit of Service and furnishing of the additional information as directed by this Tribunal. The reports/representations, if any, received from the statutory authorities have been placed on record and dealt with hereinafter. 8. The Rationale for the Scheme of Amalgamation of the Petitioner Companies is as follows: The proposed amalgamation of the Amalgamating Companies with the Amalgamated Company, would, inter alia have the following benefits: a. Simplification of legal & operating structure; b. Streamlining of business &; administrative operations consequently reducing administrative &; other operating costs; c. Seamless integration and better financial strength and flexibility for the Amalgamated Company, which would result in maximizing overall shareholder value Consideration 9. The following documents have been placed on record by the Petitioner Companies and have been perused by this Tribunal: a. Certificate of Incorporation, MOA & AOA of the Petitioner Companies. b. Audited Financial Statements of Petitioner Companies for the year ended 31.03.2025. c. Unaudited Financial Statements of Account as on 31.12.2025 of the Petitioner Companies. IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.P.(CAA)/52(MB)2026 IN C.A.(CAA)/38(MB)2026 d. Board reso [Showing first 8,000 characters — download PDF for full document]