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 (PEL) has further modified its composite scheme of arrangement to amalgamate with its wholly-owned subsidiary Piramal Finance Limited (PFL, formerly Piramal Capital & Housing Finance Limited). The latest modifications incorporate BSE's observation letter dated 14 February 2025, PFL's name change (22 March 2025), and RBI's no-objection letter dated 8 April 2025. PFL recently converted from a Housing Finance Company to an NBFC-ICC after failing RBI's Principal Business Criteria for HFCs; RBI now requires only one NBFC-ICC in the group, making the merger with PEL (also an NBFC-ICC) necessary. PFL has been classified as an upper layer NBFC and must be listed by 30 September 2025 - the merger will make PFL the surviving listed entity. Share exchange ratio remains 1 PEL share (FV INR 2) for 1 PFL share (FV INR 2); upon effectiveness, PEL will dissolve and its shareholders will directly own PFL shares. PFL accounts for about 80% of combined interest income and 77% of combined AUM.
This is a major structural simplification - PEL shareholders will become direct owners of the much larger PFL entity, which houses virtually the entire lending business, network, and workforce. The merger resolves regulatory conflicts (two NBFC-ICCs in one group) and meets mandatory listing requirements, with potential for cost and operational synergies. PEL as a separate listed entity will cease to exist, so shareholders are effectively exchanging their PEL shares for shares in the bigger, more focused lending platform.