Subsidiary merger a +ve for Holdco
The RBI released scale-based regulation for NBFCs (October 2021) classifying them into four categories (Base, middle, upper, and top layers). In September 2022, it identified 15 NBFCs, including ABFL, as upper-layer NBFCs. As per the scale-based regulations, upper-layer NBFCs require mandatory listing within three years of identification. Accordingly, ABFL was required to list by September 2025.
The rationale behind amalgamation scheme is:
- a) to comply with RBI’s scale based regulation which mandated ABFL to list as a
separate entity by Sep’25. - b) simplification of organizational structure (less legal entities),
- c) to set up one large finance hub with direct access to capital for the whole
organization (ABFL had to depend on ABCL for raising funds), and - d) business consolidation to offer operational synergies.
The amalgamation is subject to regulatory and other approvals. The process will result in
transfer and vesting of all assets, liabilities and entire business of ABFL with ABCL which
would take ~9-12 months.
Upon the scheme becoming effective, equity investment in ABFL by ABCL (which stands
at INR ~70bn) shall stand cancelled. There will be no change in shareholding,
management and/or control of ABCL. ABCL would continue to hold existing investments
in subsidiaries and associates subject to requisite approvals. Proposed amalgamation is tax
neutral for ABCL and ABFL. The amalgamated entity will have a CRAR ~150bps higher
than the standalone entity.
Source : Jm Financial Company update
Aditya birla sun life insurance
17% VNB CAGR for Insurance arm 15x multiple