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.

GOCL Corporation has officially confirmed that its Board of Directors will convene on December 15, 2025, to consider and approve the Scheme of Merger by Absorption of Hinduja National Power Corporation Limited (HNPCL) into GOCL Corporation Limited. The company has formally notified both BSE and NSE about this significant corporate development through an official communication dated December 10, 2025.

Board Meeting and Regulatory Framework

The scheduled board meeting will evaluate the merger scheme under Sections 230 to 232 of the Companies Act, 2013, along with other relevant provisions of the Companies Act and SEBI Regulations. This formal announcement represents a crucial step in the merger process between the two entities, with GOCL Corporation serving as the surviving entity in this absorption merger.

Trading Window Closure Implementation

In compliance with SEBI regulations, GOCL Corporation has implemented a trading window closure for designated persons and their immediate relatives. The trading restriction became effective from December 10, 2025, and will remain in place until 48 hours after the board meeting outcome becomes generally available information and is disseminated on the stock exchanges.

Corporate Structure and Documentation

The official notification was signed by A. Satyanarayana, Company Secretary of GOCL Corporation, and sent to both major stock exchanges through their respective platforms - BSE Listing Center and NEAPS for NSE. The company operates from its registered office at Urja Heights, Hyderabad, and maintains its corporate identification number as L24292TG1961PLC000876.

Strategic Corporate Development

This merger proposal represents a significant strategic initiative for GOCL Corporation in the chemicals sector. The formal board meeting scheduling indicates that the company has progressed beyond preliminary discussions and is now ready to make definitive decisions regarding the absorption of HNPCL. The merger structure suggests GOCL Corporation will be the surviving entity, potentially expanding its operational capabilities and market presence through this strategic consolidation.