NCLT Approves Poonawalla Finance Demerger, Splitting Lending and Real Estate Businesses
The National Company Law Tribunal (NCLT) has approved a major restructuring plan for Poonawalla Finance, which will split the company's lending and real estate businesses into separate entities. This decision paves the way for a multi-step demerger, allowing Poonawalla Finance to focus more sharply on its core lending operations while transferring its real estate assets to new companies, Rising Sun Holdings and Synergist Realtors.
In its order, the NCLT's Mumbai bench approved the restructuring under Sections 230 to 232 of the Companies Act. The tribunal found the scheme to be fair, reasonable, and compliant with all applicable laws. It also noted that shareholders, creditors, and regulators did not object to the plan.
Under the approved structure, Poonawalla Finance will continue to operate as a non-banking financial company (NBFC) focused on the lending business. Its commercial real estate leasing assets will be transferred as part of the demerger. Rising Sun Holdings and Synergist Realtors will house the distinct real estate and related businesses, enabling sharper strategic focus, separate management, and the ability to attract different sets of investors and lenders.
The tribunal observed that the scheme had received unanimous board approvals and the requisite shareholder and creditor consents. It also recorded that the Income Tax Department and the Ministry of Corporate Affairs did not raise any objections after receiving undertakings that ongoing tax proceedings and statutory liabilities would continue to remain enforceable.
The NCLT clarified that the sanction does not grant any exemption from payment of stamp duty or taxes, and tax authorities will retain the right to examine liabilities arising from the restructuring. The appointed dates for the demergers were fixed on October 1, 2024, and January 1, 2025, respectively.
Poonawalla Group did not respond to ET's email query. However, top corporate groups and conglomerates have increasingly been restructuring their operations by segregating disparate businesses into separate entities to sharpen strategic focus and improve execution.
Experts say such demergers allow companies to ring-fence capital-intensive or cyclical businesses, adopt clearer governance structures, and pursue sector-specific growth strategies without cross-subsidisation. The trend has gained momentum over the past few years as groups seek to unlock value, simplify balance sheets, and make individual businesses more attractive to investors and lenders.
Separate listings or standalone entities also provide management teams with greater operational autonomy and accountability, while enabling investors to assess risks and performance more transparently. Regulatory clarity around court-approved schemes and a more active capital market environment have further supported this shift, with sectors such as financial services, real estate, infrastructure, and manufacturing seeing a growing number of such restructurings.
