Piramal Enterprises Limited (PEL) has announced the successful conclusion of its secured creditors meeting, held under the directions of the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench.

The meeting, convened on 4th July 2025, was aimed at seeking approval for a composite scheme of arrangement between Piramal Enterprises Limited, Piramal Finance Limited (formerly Piramal Capital & Housing Finance Limited), and their respective shareholders and creditors.

Background of the Scheme

The composite scheme of arrangement involves significant structural changes to streamline and optimise the corporate structure of the group.

The key features of the scheme include:

• Demerger or restructuring of specific business verticals.

• Realignment of business units between PEL and Piramal Finance Limited (PFL).

• Aimed at unlocking value for shareholders, ensuring operational efficiency, and enhancing regulatory compliance.

This scheme was proposed as part of long-term strategic planning to create focused entities better positioned to meet market demands.

NCLT’s Direction and Compliance

The Hon’ble NCLT Mumbai Bench issued an order directing the company to conduct a formal meeting of its secured creditors.

• The order was dated 26th May 2025.

• The meeting was to ensure that all secured creditors were given an opportunity to consider and vote on the scheme.

• The Company followed all Ministry of Corporate Affairs and SEBI guidelines for conducting such meetings, especially considering the video conferencing / other audio-visual means required due to modern compliance norms.

Meeting Details and Proceedings

The meeting was initially scheduled for 4th July 2025 at 11:30 a.m. IST.

However:

• Due to the lack of requisite quorum, it was adjourned for 30 minutes.

• The meeting reconvened at 12:00 noon.

Mr. Devi Prasad Semwal, a retired IRS officer, was appointed as the Chairperson of the meeting by the Hon’ble NCLT.

He presided over the session and ensured that procedural fairness was maintained throughout.

Company’s Senior Officials in Attendance

• Mr. Bipin Singh, Company Secretary of Piramal Enterprises Limited.

• Ms. Upma Goel, Chief Financial Officer.

Their presence underscored the importance of the meeting and the company's commitment to transparency and regulatory compliance.

Voting Process and Compliance with SEBI Regulations

To facilitate wide participation, PEL provided a two-phase e-voting facility:

1. Remote e-voting:

   • Commenced on 1st July 2025 at 9:00 a.m. IST.

   • Concluded on 3rd July 2025 at 5:00 p.m. IST.

2. Live e-voting during the meeting:

   • Conducted on NSDL’s secure platform.

   • Open for an additional 15 minutes during the meeting.

This approach ensured maximum participation, even for creditors unable to attend live.

Scrutinizer Appointment and Process Integrity

• Mr. Bhaskar Upadhyay, Partner at N. L. Bhatia & Associates, was appointed as the primary scrutinizer.

• Mr. Aineshkumar Jethwa was designated as the alternate scrutinizer.

Their role was to oversee the e-voting process and ensure transparency and accuracy in the counting of votes.

Discussion of the Scheme during the Meeting

Chairperson Mr. Semwal:

• Presented a comprehensive overview of the composite scheme of arrangement.

• Highlighted its salient features, share exchange ratio, and strategic rationale.

• Addressed queries raised by secured creditors.

The objective was to ensure full understanding and informed decision-making among the creditors.

Outcome of the Voting

The resolution approving the composite scheme of arrangement was passed with the requisite majority.

This approval represents a significant milestone in PEL’s ongoing restructuring journey and paves the way for further procedural steps, including final NCLT approval.

Post-Meeting Actions and Transparency Commitments

• The Chairperson authorised Mr. Bipin Singh, Company Secretary, to receive and declare the voting results.

• The scrutinizer’s consolidated report and voting results will be:

  • Submitted to stock exchanges.

  • Published on the company’s website.

  • Uploaded to the NSDL platform.

All actions will be completed within prescribed SEBI timelines, ensuring full compliance.

Significance of the Approval

For Piramal Enterprises Limited, this approval is:

• A critical step in implementing the scheme of arrangement.

• A move toward business segmentation that allows for better focus and efficiency.

• A response to regulatory and market expectations for simpler, more transparent corporate structures.

Broader Industry Context

In India’s corporate environment, such NCLT-directed creditor meetings are an essential part of the Companies Act, 2013 restructuring process.

They ensure:

• Creditor rights are protected.

• Shareholder value is enhanced through well-planned restructurings.

• Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company’s Commitment to Stakeholders

Through this disclosure and the well-managed meeting, PEL demonstrates:

• Strong corporate governance.

• Transparency with stakeholders.

• A clear strategy to drive growth and enhance shareholder value through focused business lines.

Conclusion

The successful conclusion of the secured creditors meeting and the approval of the scheme of arrangement mark an important milestone in Piramal Enterprises Limited’s restructuring journey.

It shows the company’s commitment to stakeholder engagement, regulatory compliance, and strategic clarity.

As the next steps unfold, investors and industry observers will watch closely as PEL implements this plan to unlock value and position itself for future growth.

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