Description

Suspension of transfer for 8 series of NCDs of Edelweiss Retail Finance Limited pursuant to NCLT-approved merger with ECL Finance Limited, with record date fixed on October 10, 2025.

Summary

BSE has notified trading members about the suspension of transfer for 8 series of Non-Convertible Debentures (NCDs) of Edelweiss Retail Finance Limited. This action follows the National Company Law Tribunal (NCLT) Mumbai Bench order approving the merger of Edelweiss Retail Finance Limited into ECL Finance Limited. The record date for the transfer of these debentures has been fixed as October 10, 2025.

Key Points

  • NCLT Mumbai Bench has approved the merger of Edelweiss Retail Finance Limited into ECL Finance Limited
  • Record date fixed: October 10, 2025
  • 8 series of NCDs will be transferred from Edelweiss Retail Finance Limited to ECL Finance Limited
  • Transfer suspension applies to both public and private placement NCDs
  • Interest rates on affected NCDs range from 8.88% to 10.40%, with some perpetual bonds
  • Maturity dates vary from 2026 to 2028 for dated securities

Regulatory Changes

No new regulatory changes introduced. This circular implements existing regulations under the scheme of amalgamation approved by NCLT.

Compliance Requirements

  • Trading members must take note of the transfer suspension
  • No transfers of the specified NCDs should be processed during the suspension period
  • Debenture holders need to be aware that their holdings will be transferred to ECL Finance Limited as per the approved merger scheme

Important Dates

  • Notice Date: October 7, 2025
  • Record Date: October 10, 2025 (for transfer of NCDs to ECL Finance Limited)

Impact Assessment

Market Impact: Medium - affects holders of 8 NCD series with varying maturity profiles and interest rates.

Operational Impact: Debenture holders of Edelweiss Retail Finance Limited will see their holdings automatically transferred to ECL Finance Limited. This is part of a corporate restructuring and does not affect the terms of the debentures.

Affected Securities:

  1. ERFL-8.88%-22-3-28-NCD (INE528S07110/936130)
  2. ERFL-9.25%-22-3-28-NCD (INE528S07128/936132)
  3. ERFL-9.95%-9-10-26-PVT (INE528S08027/955156)
  4. ERFL-9.25%-31-7-27-PVT (INE528S08035/956802)
  5. ERFL-9.25%-6-10-27-PVT (INE528S08043/957083)
  6. ERFL-9.75%-PERPETUAL-PVT (INE528S08050/957246)
  7. ERFL-10.00%-PERPETUAL-PVT (INE528S08068/957463)
  8. ERFL-10.40%-18-3-27-PVT (INE528S07169/975514)

Investor Consideration: Debenture holders should monitor communications from both Edelweiss Retail Finance Limited and ECL Finance Limited regarding the completion of the merger and any impact on debt servicing arrangements.

Impact Justification

Affects debenture holders of Edelweiss Retail Finance Limited with 8 NCD series being transferred to ECL Finance Limited pursuant to NCLT-approved merger scheme. Medium impact as it involves specific debt securities and corporate restructuring.