Piramal Enterprises Limited has informed the Exchange about Modification to the Composite Scheme of Arrangement amongst the Company, Piramal Finance Limited (Formerly known as Piramal Capital ....
Awaiting price reaction for this filing.
Piramal Enterprises Limited's Administrative Committee approved modifications on 9 April 2025 to its composite scheme of arrangement with Piramal Finance Limited (formerly Piramal Capital & Housing Finance Limited). The changes reflect BSE's observation letter dated 14 February 2025 and RBI's no-objection dated 8 April 2025, and also account for PFL's conversion from a housing finance company to an NBFC-ICC after receiving RBI registration on 4 April 2025. Under the scheme, PEL will amalgamate into PFL with a 1:1 share exchange ratio (1 PEL equity share of ₹2 face value for 1 PFL equity share of ₹2 face value), after which PEL will be dissolved without winding up. The merger is driven by RBI rules barring two NBFC-ICCs in the same group and the need for PFL, identified as an upper layer NBFC, to be listed by 30 September 2025. PFL accounts for roughly 80% of combined interest income, 77% of AUM, 99% of the branch network, and 95% of employees, making it the dominant operating entity.
PEL shareholders will see their shares cancelled and replaced 1:1 with shares of Piramal Finance Limited, which will become the single listed NBFC-ICC entity housing the combined lending business. The restructuring simplifies the group structure, resolves the RBI restriction on two NBFC-ICCs, and ensures PFL meets its mandatory listing deadline by September 2025.