Key Details of the Scheme

  • Parties Involved: HSCC (India) Limited (Transferor Company/Wholly-Owned Subsidiary) with NBCC (India) Limited (Transferee Company/Holding Company)
  • Appointed Date: April 1, 2026
  • Governing Law: Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
  • Regulatory Reference: Filed under SEBI LODR Regulation 37(6) and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • DIPAM Approval: Department of Investment and Public Asset Management (DIPAM) conveyed its 'No Objection' via Office Memorandum F.No. 7/1/2026-DIPAMV dated July 9, 2026

Rationale and Objectives

The merger is proposed to:

  • Consolidate healthcare and infrastructure consultancy capabilities under a single entity
  • Avoid duplication of corporate and administrative structures
  • Improve governance oversight and optimize resource deployment
  • Streamline the group structure and reduce multiplicity of legal/regulatory compliances
  • Achieve rationalization of operational and administrative costs
  • Support the Government of India's policy of rationalizing and consolidating Central Public Sector Enterprises (CPSEs)

Capital Structure Impact

HSCC (India) Limited (Transferor Company)

  • Authorized Share Capital: ₹5,00,00,000 (5,00,000 equity shares of ₹100 each)
  • Issued, Subscribed and Paid-up Capital: ₹1,80,01,400 (180,014 equity shares of ₹100 each)

NBCC (India) Limited (Transferee Company)

  • Authorized Share Capital: ₹10,00,00,00,000 (10,00,00,00,000 equity shares of ₹1 each)
  • Issued, Subscribed and Paid-up Capital: ₹2,70,00,00,000 (2,70,00,00,000 equity shares of ₹1 each)

Consideration: No shares will be issued by NBCC. All equity shares of HSCC held by NBCC (directly or through nominees) will stand cancelled without any payment or issuance of new shares.

Post-Merger Authorized Capital: The authorized share capital of NBCC will increase to ₹10,05,00,00,000 (10,05,00,00,000 equity shares of ₹1 each) by adding HSCC's authorized capital.

Accounting Treatment

The merger will be accounted for using the pooling of interests method as per Appendix C to Ind AS 103 (Business Combinations of Entities under Common Control). All assets and liabilities of HSCC will be recorded at their carrying amounts/book values without recognizing any goodwill or fair value uplift.

Employee Matters

All permanent, temporary, fixed-term, probationary or contractual employees of HSCC as of the Appointed Date will become employees of NBCC with continuity of service and on the same terms and conditions. Contract labor, outsourced manpower, and agency personnel are excluded unless specifically absorbed by NBCC.

Tax Treatment

The scheme is intended to qualify as an 'amalgamation' within the meaning of Section 2(1B) of the Income Tax Act, 1961 and/or Section 2(6) of the Income Tax Act, 2025, ensuring tax-neutral treatment.

Conditions Precedent

The scheme is conditional upon:

  • Approval from the Ministry of Corporate Affairs (MCA)
  • Compliance with SEBI regulations and listing requirements
  • Observations/objections from Registrar of Companies, Income Tax Department, GST authorities, and other regulatory bodies
  • Approval from requisite majority of members and creditors of both companies (if meetings are required)
  • All other necessary government approvals including from MoHUA and DIPAM

Effective Date

The scheme will become effective upon filing certified copies of the MCA order with the Registrar of Companies, NCT of Delhi.

Dissolution

HSCC (India) Limited will stand dissolved without winding up upon the scheme becoming effective.

Costs

All costs, charges, fees, taxes (including stamp duty), and expenses related to implementing the scheme will be borne by NBCC (India) Limited.

Additional Information

The full scheme of arrangement is available on the company's website at https://www.nbccindia.in/webEnglish/announcementNotices and has been filed with the stock exchanges as Annexure-1 to this disclosure.