The National Company Law Appellate Tribunal (NCLAT) has allowed an appeal filed by Piramal Finance Limited , dispensing with the requirement to convene a meeting of equity shareholders for its scheme of amalgamation. The order, dated May 19, 2026, and uploaded on May 26, 2026, sets aside the previous directive from the National Company Law Tribunal (NCLT), Mumbai Bench, which had mandated the meeting. The tribunal ruled that the amalgamation of wholly owned subsidiaries into the holding company does not constitute a compromise or arrangement with members, thereby not necessitating a shareholder vote.

The scheme involves the merger of Piramal Corporate Tower Private Limited, Piramal Agastya Offices Private Limited, and DHFL Investments Limited with Piramal Finance Limited. The NCLAT observed that the transferor companies are wholly owned subsidiaries, and their entire paid-up capital is held by the transferee company. Consequently, no new shares will be issued, and there will be no change in the capital structure or dilution of shareholding for Piramal Finance Limited.

The tribunal noted that the negative pre-merger net worth of the transferor companies was already reflected in the consolidated financial statements of Piramal Finance Limited for the financial year ending March 31, 2025. The appellant's standalone financial statements for the year ending March 31, 2026, indicated a robust financial position with total assets of INR 1,09,542.43 Crores and a profit after tax of INR 1,540.02 Crores.

Key Financial Metrics

While allowing the appeal and setting aside the order regarding the shareholder meeting, the NCLAT upheld the condition imposed by the NCLT concerning secured and unsecured creditors. Piramal Finance Limited is directed to comply with the requirement of issuing notices to its secured and unsecured creditors in relation to the equity shareholders of the company. The certified copy of the order is currently awaited.

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:

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):

Piramal Agastya Offices Private Limited (Second Applicant Company):

DHFL Investments Limited (Third Applicant Company):

Piramal Finance Limited (Fourth Applicant/Transferee Company):

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:

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.