GOCL Corporation Limited has filed its petition with the Regional Director, Ministry of Corporate Affairs for necessary approval to relocate its registered office from Telangana to Andhra Pradesh. This development follows the company's earlier announcement seeking shareholder approval for the proposed relocation through a postal ballot process.

Latest Development on Office Relocation

The company has taken the next step in its office relocation process by formally approaching regulatory authorities. The key details of this development include:

Background of Proposed Relocation

The relocation initiative stems from GOCL's strategic business transformation. The company has undergone significant changes in its operational focus:

• Discontinuation of its Detonators & Accessories business
• Ongoing divestment of its wholly-owned subsidiary, IDL Explosives Limited
• Current focus on Electronics Manufacturing Service (EMS) and Realty businesses
• Planned acquisition of the thermal power business from Hinduja National Power Corporation Limited (HNPCL)

Strategic Benefits of Relocation

The company believes that relocating the registered office to Andhra Pradesh, where HNPCL's power plants are situated near Visakhapatnam, will offer several operational advantages:

• Improved logistics coordination
• Better access to port facilities
• Enhanced efficiency in coal sourcing
• Increased operational convenience for power business operations

Previous Shareholder Approval Process

Earlier, GOCL had sought shareholder approval for two special resolutions through a postal ballot, including the office relocation and amendments to its Memorandum of Association (MOA). The voting process timeline was structured as follows:

Corporate Governance and Compliance

The filing with the Regional Director represents GOCL's commitment to following proper regulatory procedures for the proposed corporate action. This step demonstrates the company's adherence to compliance requirements under the Companies Act, 2013, and ensures transparency in its corporate restructuring process.

The successful completion of this regulatory approval process will mark a significant milestone in GOCL's transformation journey, aligning its corporate structure with its evolving business strategy focused on the power sector and other growth areas.

GOCL Corporation Limited's board of directors and audit committee have approved a comprehensive scheme of merger by absorption with Hinduja National Power Corporation Limited (HNPCL). The board meeting held on December 15, 2025, reviewed the valuation report and share exchange ratio, marking a significant strategic consolidation for the company.

Merger Structure and Share Exchange Details

The approved merger scheme involves the absorption of HNPCL into GOCL Corporation through a defined share exchange mechanism. The transaction represents a strategic move to consolidate operations within the Hinduja Group ecosystem.

Financial Performance Overview

The merger brings together entities with distinct financial profiles and business operations. HNPCL operates in power generation, transmission and supply, while GOCL focuses on Electronic Manufacturing Services and Realty business.

Strategic Rationale and Expected Benefits

The merger by absorption aims to achieve strategic restructuring, operational optimization, and alignment with long-term growth objectives. The consolidation is expected to enable focused management and enhanced shareholder value through several key advantages.

The combined entity will benefit from simplified corporate structure, reduced regulatory compliances, and enhanced economies of scale. The merger facilitates optimal utilization of existing resources, infrastructure, and surplus cash for expansion in the energy sector.

Shareholding Pattern Changes

Post-merger, GOCL's shareholding structure will undergo significant changes, with the total equity base expanding substantially to accommodate HNPCL shareholders.

The merger remains subject to shareholders' approval and other requisite regulatory clearances. The transaction is classified as a related party transaction conducted at arm's length basis.