GOCL Corporation has received an observation letter from BSE Limited stating there are no adverse observations regarding its proposed scheme of merger by absorption of Hinduja National Power Corporation Limited. The communication, dated May 20, 2026, permits the company to proceed with filing the necessary petition with the National Company Law Tribunal (NCLT).

The proposed merger involves the absorption of Hinduja National Power Corporation Limited, designated as the Transferor Company, into GOCL Corporation Limited, the Transferee Company. This move follows an earlier intimation dated December 15, 2025, where the Board of Directors of GOCL Corporation Limited approved the scheme under Sections 230 to 232 of the Companies Act, 2013.

Regulatory Conditions and Compliance

While the BSE has issued the 'no adverse observations' status, the exchange outlined several conditions that the entities must comply with. The company is required to disclose all details of ongoing adjudication, recovery proceedings, and prosecution initiated against the company, its promoters, and directors before the NCLT and shareholders. Additionally, any additional information submitted to the stock exchange post-filing must be displayed on the websites of the listed company and the exchanges.

The entities involved must ensure that all liabilities of the Transferor Company are transferred to the Transferee Company. The BSE also emphasized that the financials considered for the valuation report should not be older than six months from the date of the NOC from the stock exchange.

Shareholder Disclosures

The observation letter mandates extensive disclosures to shareholders in the explanatory statement. These include the classification of all entities or individuals in Hinduja National Power Corporation Limited as 'Promoter and Promoter Group' of GOCL post-merger. The company must also provide the Valuation Report, projections considered for valuation, and the rationale for the merger, including the swap ratio and synergies.

Furthermore, the notice to shareholders must include audited financials for the last three years of all entities involved, details of assets and liabilities being transferred, and a No Objection Certificate (NOC) from lending banks or financial institutions. The proposed equity shares issued under the scheme must be in dematerialized form only.

Next Steps and Validity

The observation letter from BSE is valid for six months from the date of issuance, within which the company is required to submit the scheme to the NCLT. The exchange reserves the right to withdraw its 'no adverse observation' status if any information provided is found to be incomplete, incorrect, or misleading. The scheme is also subject to the approval of the respective shareholders and other regulatory authorities.

GOCL Corporation Limited has announced that its board of directors will meet on Friday, May 29, 2026. The primary agenda of the meeting is to consider and approve the audited standalone and consolidated financial results of the company for the fourth quarter and financial year ended March 31, 2026.

In addition to the financial results, the board will deliberate upon the declaration or recommendation of a dividend, if any. This decision will be subject to the board's final approval during the session.

Trading Window Closure

Pursuant to regulatory requirements, the company has closed its trading window for dealing in securities by designated persons and their immediate relatives. The closure was effective from April 1, 2026, and will remain in effect until the expiry of 48 hours after the declaration of the audited financial results for the quarter and financial year ended March 31, 2026.

Meeting Details

The meeting is being convened pursuant to Regulation 29, 33, and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intimation was addressed to BSE Limited and the National Stock Exchange of India Limited.