NCLT Mumbai Bench Approves Piramal Finance Limited's Scheme of Amalgamation of Three Wholly Owned Subsidiaries

The National Company Law Tribunal (NCLT), Mumbai Bench, Court-IV, has allowed the scheme of amalgamation application filed by Piramal Finance Limited (formerly known as Piramal Capital & Housing Finance Limited) and its three wholly owned subsidiaries, vide its order dated 30th April, 2026. The order, uploaded on the NCLT website on 11th May, 2026, was formally disclosed to BSE Limited and the National Stock Exchange of India Limited by the Company Secretary on 12th May, 2026, under Regulations 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The application, bearing case number C.A.(CAA)/84(MB)/2026, was heard before Hon'ble Member (Technical) Shri Anil Raj Chellan and Hon'ble Member (Judicial) Shri Sushil Mahadeorao Kochhey.

Structure of the Amalgamation

The scheme involves the merger of three transferor companies — all wholly owned subsidiaries of Piramal Finance Limited — into the Transferee Company. The Appointed Date fixed for the Scheme is 01.04.2026. Since the Transferor Companies are wholly owned subsidiaries, no new shares will be issued as consideration, and the entire share capital of the Transferor Companies held by the Transferee Company shall stand cancelled and extinguished upon the Scheme becoming effective. The following table summarises the parties to the amalgamation:

Role: Company Transferor Company-1: Piramal Corporate Tower Private Limited Transferor Company-2: Piramal Agastya Offices Private Limited (formerly known as PRL Agastya Private Limited) Transferor Company-3: DHFL Investments Limited Transferee Company: Piramal Finance Limited (formerly known as Piramal Capital & Housing Finance Limited)

Nature of Business of Applicant Companies

The NCLT order details the business activities of each applicant company as submitted before the Tribunal:

Piramal Corporate Tower Private Limited (Transferor Company-1): Engaged in acquiring, holding, and letting out premises, along with providing various services and amenities.

Piramal Agastya Offices Private Limited (Transferor Company-2): Primarily engaged in real estate and real estate development, along with incidental services.

DHFL Investments Limited (Transferor Company-3): Primarily engaged in acquiring shares, stock, debentures, and securities in accordance with the Reserve Bank of India Act, 1934 and other applicable provisions.

Piramal Finance Limited (Transferee Company): Engaged in retail lending, corporate mid-market lending, and real estate developer lending. The company is registered with the RBI as a non-deposit taking Non-Banking Finance Company - Investment and Credit Company (NBFC-ICC) bearing registration certificate no. N-13.02517.

Share Capital of Applicant Companies as on 31.03.2026

The NCLT order records the authorised, issued, subscribed, and paid-up share capital of each applicant company as on 31.03.2026, as detailed below.

Piramal Corporate Tower Private Limited (First Applicant Company):

Particulars: Amount (Rs.) Authorised Share Capital (20,00,00,000 equity shares of Rs.10/- each): 2,00,00,00,000 Issued, Subscribed and Paid-up (19,96,14,079 equity shares of Rs.10/- each fully paid-up): 1,99,61,40,790

Piramal Agastya Offices Private Limited (Second Applicant Company):

Particulars: Amount (Rs.) Authorised Share Capital — 7,70,00,000 Equity Shares of Rs.10/- each: 77,00,00,000 Authorised Share Capital — 2,30,00,000 non-cumulative Compulsory Convertible Preference Shares of Rs.10/- each: 23,00,00,000 Total Authorised: 100,00,00,000 Issued, Subscribed and Paid-up — 3,24,90,000 Equity Shares of Rs.10/- each fully paid-up: 32,49,00,000 Issued, Subscribed and Paid-up — 2,30,00,000 non-cumulative Compulsory Convertible Preference Shares of Rs.10/- each: 23,00,00,000 Total Issued, Subscribed and Paid-up: 55,49,00,000

DHFL Investments Limited (Third Applicant Company):

Particulars: Amount (Rs.) Authorised Capital (12,00,00,000 Equity Shares of Rs.10/- each): 1,20,00,00,000 Issued, Subscribed and Paid-up (10,15,50,000 Equity Shares of Rs.10/- each fully paid-up): 1,01,55,00,000

Piramal Finance Limited (Fourth Applicant/Transferee Company):

Particulars: Amount (Rs.) Authorised — 1,46,49,69,50,120 Equity Shares of Rs.2/- each: 2,92,99,39,00,240 Authorised — 19,25,00,000 Non-Convertible Redeemable Cumulative Preference Shares of Rs.100/- each: 19,25,00,00,000 Authorised — 10,50,00,000 unclassified shares of Rs.2/- each: 21,00,00,000 Total Authorised: 3,12,45,39,00,240 Issued, Subscribed and Paid-up (22,66,77,700 equity shares of Rs.2/- each fully paid-up): 45,33,55,400

Creditor Position and Post-Merger Net Worth

The NCLT order records the creditor details of the applicant companies as submitted before the Tribunal. The following table summarises the creditor position:

Company: Secured Creditors (Value in Rs.) Unsecured Creditors (Value in Rs.) Reference Date Piramal Corporate Tower Private Limited: 1 creditor — Rs.580,00,00,000/- 2 creditors — Rs.5,00,10,000/- 31.01.2026 Piramal Agastya Offices Private Limited: 1 creditor — Rs.575,58,21,557/- 4 creditors — Rs.175,09,85,604/- 31.12.2025 DHFL Investments Limited: NIL NIL — Piramal Finance Limited (Transferee): 19,916 creditors — Rs.7,05,02,48,86,283/- 1,450 creditors — Rs.44,75,25,82,975/- 31.12.2025

Based on provisional financial statements of the applicant companies as on 31.12.2025, the post-merger net worth of the Transferee Company is stated to be positive at Rs.23,449.63 Cr., as certified by a Chartered Accountant and submitted as part of the application.

Rationale for the Scheme

The applicant companies submitted the following rationale for the amalgamation before the NCLT:

Consolidation of operations and business of the Transferor Companies into the Transferee Company, resulting in enhanced operating synergies, improved utilisation, streamlined workflows, and operational efficiencies.

Rationalisation of costs by eliminating redundancies and achieving simplification of management structure, leading to better administration and cost savings.

Streamlining of group structure by reducing the number of legal entities within the group, thereby reducing compliance burden, regulatory costs, and administrative overhead.

Creation of long-term value for all stakeholders by consolidating resources and strengthening the balance sheet of the Transferee Company.

No change in the capital structure of the Transferee Company, as the Transferor Companies are wholly owned subsidiaries and no shares are being issued as consideration.

NCLT Directions on Meetings and Compliance

The NCLT directed the Transferee Company to hold a meeting of its equity shareholders — comprising 2,09,529 equity shareholders — to consider and approve the proposed Scheme, to be convened within 60 days of the order being uploaded on the NCLT website. Meetings of shareholders of the Transferor Companies were dispensed with, given that 100% of equity and preference shareholders had provided consent affidavits. Meetings of secured and unsecured creditors of all applicant companies were also dispensed with; however, the companies were directed to send notices to creditors, who may submit representations within 30 days of receipt.

Mr. Kuldeep Kumar Kareer, Ex-NCLT Member (J), was appointed as Chairperson for the equity shareholders' meeting of the Transferee Company, with remuneration fixed at Rs.1,00,000/- (One Lakh Rupees) excluding taxes. Mr. Nrupang Dholakia was appointed as Scrutiniser for the meeting, with remuneration fixed at Rs.30,000/- (Thirty Thousand Rupees) excluding applicable taxes. The Transferee Company is required to publish the meeting notice at least 30 clear days in advance in Business Standard (English) and Navshakti (Marathi). The applicant companies were further directed to serve notices upon regulatory authorities including the Central Government, RBI, SEBI, BSE, NSE, Income Tax authorities, GST authorities, and other applicable sectoral regulators.

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