Intimation of Receipt of Order passed by Hon''ble NCLT, Mumbai Bench approving the Composite Scheme of Arrangement amongst Piramal Enterprises Limited, Piramal Finance Limited (Formerly ....
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The NCLT Mumbai Bench has approved the Composite Scheme of Arrangement under which Piramal Enterprises Limited (PEL, the listed transferor company) will merge into Piramal Finance Limited (PFL, the wholly-owned transferee subsidiary, formerly Piramal Capital & Housing Finance). The appointed date is 1st April 2024 and the Board has fixed 23rd September 2025 as the Record Date. Under the scheme, PEL shareholders will receive equity shares of PFL, and PEL's non-convertible debentures and commercial papers will be transferred into PFL's name. The merger is driven by RBI regulations: PFL was classified as an upper-layer NBFC required to be listed by 30 September 2025, and the RBI mandated that no group entity can hold two NBFC-ICC licences post PFL's conversion from an HFC.
Existing PEL shareholders will become shareholders of the merged listed entity Piramal Finance Limited, which represents ~80% of combined interest income and ~77% of combined AUM. PEL's shares will eventually be delisted as PEL is dissolved without winding up, while PFL shares will be listed on BSE/NSE in compliance with RBI norms.