GOCL Corporation Receives NSE No-Objection for HNPCL Merger

Date: May 22, 2026

Merger Scheme Update

GOCL Corporation Limited (Transferee Company) has received an Observation Letter dated May 22, 2026, from the National Stock Exchange of India Limited (NSE) conveying its "No Objection" for the proposed Scheme of Merger by Absorption of Hinduja National Power Corporation Limited (HNPCL, Transferor Company) into GOCL. This is in furtherance to the company's intimation dated December 15, 2025, regarding the Board's approval of the scheme. The scheme remains subject to receipt of various other statutory and regulatory approvals, including from the Hon'ble National Company Law Tribunal (NCLT) and the shareholders of the respective companies.

The NSE's no-objection is granted based on the draft scheme and other documents submitted by the company, including an undertaking given in terms of Regulation 11 of the SEBI (LODR) Regulations, 2015, under Regulation 37 of the same regulations. The validity of this Observation Letter is six months from May 22, 2026, within which the scheme must be submitted to the NCLT.

SEBI Comments and Compliance Requirements

The Observation Letter includes comments from SEBI, received by NSE vide letter dated May 20, 2026, which mandate specific disclosures and compliance from GOCL Corporation. The company is required to ensure the following before seeking approvals from the NCLT and shareholders:

• Disclose all details of ongoing adjudication, recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the company, its promoters, and directors.
• Display any additional information submitted after filing the scheme on the websites of the listed company and the stock exchanges.
• Ensure compliance with SEBI circulars issued from time to time.
• Ensure all liabilities of the Transferor Company (HNPCL) are transferred to the Transferee Company (GOCL).
• Include information for all unlisted companies involved in the scheme in the format specified for an abridged prospectus (Part E of Schedule VI of ICDR Regulations, 2018) in the explanatory statement sent to shareholders.
• Ensure the financials in the scheme, including those in the valuation report, are not for a period more than six months old.
• Prominently disclose the details of the proposed scheme in the notice sent to shareholders.

As part of the explanatory statement to shareholders, the company must disclose:

• Classification of all entities/individuals in HNPCL related to the promoter or promoter group of GOCL as "Promoter and Promoter Group" of GOCL post-merger.
• The Valuation Report and any addendum/clarification from the Registered Valuer.
• Projections considered for valuation along with justification for the growth rate used.
• The need for the merger, rationale, swap ratio, synergies, impact on minority shareholders, and a cost-benefit analysis.
• The holding-subsidiary structure of the entities involved and details of common Ultimate Beneficial Owner(s).
• Details of Revenue, PAT, and EBITDA of all companies involved for the last three years, along with audited financials.
• The value of Assets and liabilities being transferred and the post-merger balance sheet of GOCL.
• A No Objection Certificate (NOC) from lending scheduled commercial banks/financial institutions/debenture trustees.
• An undertaking regarding the association of the promoter and promoter group with public shareholders.
• Conditions imposed by lenders, if any, and their impact on the scheme.
• A detailed table of HNPCL shareholders, shares held, classification, share exchange ratio, shares allotted in GOCL, their post-scheme classification (Promoter/Public), and a detailed justification for that classification.
• Latest financials of entities involved, not older than six months, on the company website and in the explanatory statement.
• All pending actions/proceedings against the entities involved, their promoters, directors, KMPs, and the possible impact on GOCL.

The company must also ensure that the equity shares to be issued under the scheme are in demat form only and that no changes are made to the draft scheme without specific written consent from SEBI. The observations of SEBI/stock exchanges must be incorporated in the petition filed before the NCLT and brought to the NCLT's notice. Compliance with all applicable provisions of the Companies Act, 2013, including obtaining creditor consent, is required.

Other Disclosures and Requirements

The company is obliged to disclose this No Objection letter on its website within 24 hours of receipt. A compliance status report stating compliance with each point of this Observation Letter must be filed on the NEAPS portal under the specified path: NEAPS > Issue > Scheme of arrangement > Reg 37/59(A) of SEBI LODR, 2015 > Seeking Observation letter to Compliance Status.

The letter clarifies that submissions to NSE/SEBI should not be construed as clearance or approval, and the exchange reserves the right to raise objections later if submitted information is found incomplete, incorrect, misleading, false, or in contravention of rules.