ABFRL to acquire controlling stake in TCNS Clothing

ABFRL, India’s leading fashion & apparel company, today announced that it has entered into definitive agreements to acquire TCNS Clothing, the owner of leading ethnic brands W, Aurelia, Wishful, Folksong and Elleven. This transaction with be carried out through – (1) Acquisition of the founding promoter’s stake through a SPA and a conditional public open offer followed by (2) Merger between thetwo entities. The value of the promoter stake and open offer consideration for TCNS is ~ Rs. 1650 Cr. for 51% stake, making this one of the largest deals in the Indian fashion space.

Speaking on the transaction, Mr. Kumar Mangalam Birla, Chairman, Aditya Birla Group, said, “This deal is yet another marker of the Aditya Birla Group’s faith in the dynamism and buoyancy of the Indian consumer economy. As India stands on the cusp of a multi-decadal consumption boom, ABFRL is a
forerunner in shaping the fashion landscape of our vibrant nation. For ABFRL, the TCNS deal is indeed
a significant milestone as it complements our existing portfolio of exceptional brands across the entire
spectrum of Indian fashion. By embracing TCNS’s portfolio of loved women’s ethnic brands, we are
reinforcing our commitment to ethnic wear, the largest category in the apparel industry. With this
acquisition, the fast-growing ABFRL platform is poised for the next phase of transformational growth.”

Commenting on the acquisition, Mr. Ashish Dikshit, Managing Director, ABFRL, said, “As young
Indians identify a new-found confidence in their identities woven around Indian culture and heritage,
the next set of leading consumer brands will be built in the Indian ethnic wear space. TCNS, through its
brands W, Aurelia, Wishful, Folksong & Elleven, is catering to the Indian women’s fashion needs across
markets and price points. Each of these brands have been built over a long period of time and enjoy
tremendous consumer love. This transaction is a pivotal piece of our strategy of building India’s most
comprehensive ethnic wear portfolio.”
Over the last 5 years, ABFRL has built its ethnic portfolio through a series of strategic and calibrated
actions. With this acquisition ABFRL’s ethnic wear portfolio is expected to reach Rs.5000 Cr in the next
3 years.
Mr. Anant Daga, Managing Director of TCNS added, “TCNS has been a pioneer in branded women’s
ethnic wear market in the country. Over the last 20 years, we have built India’s most successful women’s franchise on the back of our leading brands. The market continues to offer long-term growth opportunities and our partnership with ABFRL will help us fully realize this potential. ABFRL’s proven
brand- building capability, distribution strength and strong ecosystem of partners will help our brands
into its next phase of growth and profitability.”
As part of the transaction, ABFRL will make a conditional open offer to acquire up to 29% stake at Rs.
503 per share from public shareholders and acquire the remaining stake from the founder promoters
to reach an overall shareholding of 51% in TCNS. Pursuant to the above, TCNS will be amalgamated
with ABFRL under the merger scheme wherein public shareholders of TCNS (as on effective date) will
receive 11 shares of ABFRL for every 6 shares that they hold in TCNS.

The transaction is subject to customary regulatory approvals including approvals from the
Competition Commission of India, SEBI, Stock Exchanges, and National Company Law Tribunal.