Reliance Retail begins internal Restructuring to Spin-Off Consumer Brands into a New Company

New Delhi, July 3: Reliance Retail has initiated a significant internal restructuring of its consumer goods operations, transferring the rapidly expanding Fast-Moving Consumer Goods (FMCG) business to a newly established entity, New Reliance Consumer Products Ltd (New RCPL). This multi-stage process has received board approval and is currently under review by the National Company Law Tribunal (NCLT).

FMCG Business Shifted Through Slump Sale

As per the scheme filed with the Mumbai bench of the NCLT, Reliance Retail Ltd (RRL) is transferring its FMCG brands business to New RCPL through a slump sale, categorised as a transfer on a going-concern basis. On June 25, the NCLT directed that a meeting of the unsecured creditors of RRL, Reliance Retail Ventures Ltd (RRVL), and Reliance Consumer Products Ltd (RCPL) be convened within 70 days to consider and approve this restructuring proposal.

Three-Stage Restructuring Plan

The comprehensive restructuring plan will unfold in three key stages:

1. Transfer of FMCG Brands from Reliance Retail Ltd (RRL) to its parent entity, Reliance Retail Ventures Ltd (RRVL), via a slump sale.
2. Merger of RCPL with RRVL, consolidating the existing consumer goods operations within RRVL.
3. Demerger of the Consumer Goods Business from RRVL into the new, dedicated entity, New RCPL.

Both RRL and RCPL are wholly-owned subsidiaries of RRVL, ensuring a controlled internal transition. Following the completion of this scheme, New RCPL is expected to become a direct subsidiary of Reliance Industries Ltd (RIL).

Strategic Focus and Investor Alignment

The Reliance group clarified that the consumer goods business, which involves brand building and managing the entire product lifecycle—from research and development to manufacturing, distribution, and marketing—requires specialised attention distinct from its core retail operations

“This is a large business by itself, requiring specialised and focused attention, expertise and different skill sets as compared to retail business. This business also entails large capital investments on an ongoing basis and can attract a different set of investors,” the company explained in its submission.

Significantly, the shareholding pattern in New RCPL will mirror that of RRVL, with Reliance Industries Ltd (RIL) holding an 83.56% stake and other investors owning the remaining 16.44%. This strategic move is also seen as a step towards potential future IPOs for the retail and consumer goods segments, allowing for sector-specific investor engagement.

Rapid Growth of Consumer Business

Reliance’s FMCG business, which was launched in 2022 with brands like Independence and notable acquisitions such as the legacy Campa Cola, has rapidly emerged as the group’s fastest-growing vertical. For the financial year ended March 31, 2025 (FY25), the consumer business revenue surged to ₹11,500 crore, reflecting the group’s aggressive expansion and market penetration in this segment.

Reliance Retail Ventures Ltd (RRVL), the overarching parent entity for all retail operations, reported a consolidated turnover of ₹3.30 lakh crore for FY25.

Business Profiles

• RRVL (Reliance Retail Ventures Ltd): Primarily responsible for overseeing supply chain and logistics management for the entire retail ecosystem.
• RCPL (Reliance Consumer Products Ltd): Currently engaged in the manufacturing, distribution, and marketing of FMCG products, along with investments in related subsidiaries and joint ventures.
• New RCPL (New Reliance Consumer Products Ltd): Post-restructuring, this entity will be the dedicated vehicle for all consumer goods operations.

This restructuring is anticipated to provide a sharper strategic focus and pave the way for scaling Reliance’s consumer products business, potentially attracting sector-specific investments in the future to fuel its ambitious growth plans.

What’s Ahead For Reliance Retail?

The restructuring positions Reliance Retail to unlock greater value by separating its high-growth FMCG business under New RCPL, enabling focused expansion and operational agility. With a potential IPO on the horizon and rising investor interest in consumer brands, Reliance is expected to accelerate brand building, distribution, and product innovation. The move also signals readiness for sector-specific capital infusion to fuel its next growth phase.

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