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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Growth Catalyst6/10
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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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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.