NSEOutcome of Board Meeting14 Jul 2026 · 14 Jul 2026, 03:52 pm

Outcome of Board Meeting

NBCC (India) Limited · NBCC

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NBCC (India) Limited has informed the Exchange regarding the outcome of its Board Meeting, where the Board has approved the Scheme of Arrangement for Merger of HSCC (India) Limited with NBCC (India) Limited on a going concern basis.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk3/10
Liquidity Impact8/10
Market Sentiment5/10

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Full Announcement

NBCC (India) Limited has informed the Exchange regarding Outcome of Board Meeting held on July 14, 2026.Pursuant to Regulation 30 and Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the Board of Directors at its meeting held on 14th July 2026, has considered and approved the Scheme of Arrangement for Merger of HSCC (India) Limited ( HSCC / Transferor Company ) wholly owned subsidiary with NBCC (India) Limited ( NBCC / Transferee Company ), on a going concern basis, under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with relevant provisions of the SEBI (LODR) Regulations, 2015, and other applicable laws, regulations and guidelines.

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NBCC_14072026155154_Intimation_outcome_of_Board_Meeting_14072026.pdf

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Ref. No. NBCC/NSEBSE/2026-27 July 14, 2026 National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Phiroze Jeejeebhoy Tower, Plot No C/1, G Block, Dalal Street, Bandra –Kurla Complex, Mumbai-400001 Bandra (E), Mumbai-400051 Subject: Outcome of the NBCC’s Board Meeting held on 14th July 2026. Sir, Pursuant to Regulation 30 and Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the Board of Directors at its meeting held on 14th July 2026, has considered and approved the Scheme of Arrangement for Merger of HSCC (India) Limited (“HSCC”/”Transferor Company”) wholly owned subsidiary with NBCC (India) Limited (“NBCC”/”Transferee Company”), on a going concern basis, under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with relevant provisions of the SEBI (LODR) Regulations, 2015, and other applicable laws, regulations and guidelines. The said Scheme of Merger would be subject to the receipt of requisite approvals, permissions, directions, and sanctions from the MCA/Central Government and/or such other regulatory and government authorities as may be necessary under the Act and other applicable laws. The detailed disclosure as required under Regulation 30 is enclosed as Annexure-1. The meeting commenced at 02:45 p.m. and concluded at 03:30 p.m. The above information is also available on the Company’s website at: https://www.nbccindia.in/webEnglish/announcementNotices This is for your information and record. Thanking you, Yours sincerely For NBCC (India) Limited Deepti Gambhir Company Secretary F-4984 Encl: As above ANNEXURE-1 Details of the Scheme under Regulation 30 of the SEBI (LODR) Regulations, 2015, read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026: Sr. Particulars Information 1. Name of the entity(ies) i. Transferor Company – HSCC (India) forming part of the Limited (‘HSCC’), bearing CIN amalgamation/merger, U74140DL1983GOI015459, is a public limited details in brief such as, company, having its registered office at House size, turnover etc.: No. 205 (2nd Floor), East End Plaza, Plot No. 4, LSC, Centre - II, Vasundhara Enclave, New Delhi-110096. ii. Transferee Company – NBCC (India) Limited (‘NBCC’), bearing CIN L74899DL1960GOI003335, is a listed public limited company having registered Office at NBCC Bhawan, Lodhi Road, New Delhi- 110003. The details of paid-up share capital, net worth and turnover of the companies as on 31st March 2026, based on the audited financial statements / relevant certificates, are as follows: (INR in Lakhs) Name of the Paid-up Net Worth Total Company Capital Turnover HSCC 180.01 24,958.69 1,85,064.35 NBCC 27,000.00 2,85,808.39 9,75,531.30 2. Whether the transaction HSCC and NBCC are both Central Public Sector would fall within related Companies under the Ministry of Housing and Urban party transactions? If Affairs. NBCC holds 100% paid-up equity shares in yes, whether the same is HSCC. done at “arm’s length”. As per Regulation 23(5)(a) of SEBI (LODR) Regulations, 2015, the provisions of sub-regulations (2), (3) and (4) of Regulation 23 of Listing Regulations shall not apply to transactions between holding Company and wholly owned subsidiary, as well as public sector companies. Therefore, no approval under Regulation 23 is required for the proposed Scheme of merger/ amalgamation between HSCC and NBCC. Further, the proposed merger does not fall within the purview of related party transactions under Section 188 of the Companies Act, 2013 in terms of MCA Circular No. 30/2014 dated 17th July 2014. 3. Area of business of the • HSCC, a Schedule–C, Mini Ratna Category- 1 entity(ies) CPSE under the Ministry of Housing and Urban Affairs, is engaged in providing healthcare infrastructure consultancy, project management and allied infrastructure services in India and overseas. Its principal activities include conducting conceptual studies, management consultancy assignments, feasibility studies, preparation of detailed project reports (DPRs), modernization and upgradation studies and project management services, particularly in relation to hospitals and healthcare infrastructure. The Transferor Company provides its services to Central Government Ministries and Departments, Public Sector Undertakings, State Governments, Private Sector Entities, and International Organizations, including the World Bank and the World Health Organization. • NBCC, a Schedule–A, Navratna CPSE under the Ministry of Housing and Urban Affairs is engaged in the business of Project Management Consultancy (“PMC”), Engineering Procurement and Construction (“EPC”) and Real Estate Development across various sectors including residential, commercial, institutional, healthcare and infrastructure projects. The Transferee Company offers services to Central Government Ministries, State Governments, Public Sector Undertakings, Autonomous Bodies, Private Entities and other public authorities across India and also has overseas operations. 4. Rationale for The rationale for the proposed Scheme of Merger is amalgamation/ merger as follows – a) The Transferor Company is a wholly owned subsidiary of the Transferee Company and is engaged in a complementary / allied line of business. In order to consolidate such business operations under a single entity and facilitate more efficient management of the affairs of the Transferor Company and the Transferee Company, it is proposed that the Transferor Company be merged with the Transferee Company. The proposed merger is expected to provide several benefits, including streamlining the group structure by reducing the multiplicity of legal and regulatory compliances and achieving rationalization of operational and administrative costs. b) The merger will enable more efficient utilization and rationalization of capital, assets, resources, facilities and provide a consolidated base for future growth and expansion of the business of the Transferee Company. c) The merger will: i. simplify the corporate and shareholding structure by eliminating multiple layers within the group, reducing managerial overlap, and removing duplication of administrative and operational functions. ii. reduce legal, regulatory, administrative, and compliance costs associated with maintaining separate entities, resulting in improved cost efficiencies and economies of scale. iii. enhance operational efficiency by integrating business functions, streamlining management, and enabling focused decision-making and seamless implementation of business strategies and policies. iv. strengthen the financial and competitive position of the Transferee Company by consolidating its asset base, revenues, and operational capabilities. 5. In case of cash HSCC is a wholly owned subsidiary of NBCC. consideration – amount Accordingly, no shares, cash consideration or any or otherwise share other consideration shall be issued/paid by NBCC exchange ratio. pursuant to the Scheme and no share exchange ratio is required. Upon the Scheme becoming effective, the equity shares held by NBCC and its nominee shareholders in HSCC shall stand cancelled in accordance with the Scheme. 6. Brief details of change in There would be no change in the issued, subscribed shareholding pattern (if and paid-up share capital, shareholding pattern, any) of listed entity. voting rights, promoter shareholding or public shareholding of NBCC pursuant to the Scheme.