Updates

Ref. No: NBCC/NSEBSE/2026-27 July 18, 2026 BSE Ltd. National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Tower, Exchange Plaza, Dalal Street, Plot No C/1, G Block, Mumbai-400001 Bandra –Kurla Complex Bandra (E) -Mumbai-400051 Sub: Intimation under Regulation 37(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Scheme of Arrangement for Merger between HSCC (India) Limited with NBCC (India) Limited and their respective Shareholders and Creditors. Sir, With reference to our intimation dated July 14, 2026, regarding the outcome of the Board Meeting of NBCC (India) Limited ("NBCC"/“Transferee Company”) held on July 14, 2026, wherein the Board of Directors, subject to the receipt of requisite approvals, permissions, directions, and sanctions, approved the Scheme of Arrangement for Merger between HSCC (India) Limited (“HSCC”/”Transferor Company”), wholly owned subsidiary of NBCC with NBCC and their respective Shareholders and Creditors (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with the Appointed Date as April 01, 2026. In terms of Regulations 37(6) of the SEBI (LODR) read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the requirement of obtaining 'No Objection Letter' from the Stock Exchanges does not apply to Draft Schemes which solely provide for merger of a wholly owned subsidiary with its holding company. Accordingly, as per the said regulation, the abovementioned “Scheme of Arrangement of Merger” is enclosed at Annexure-1 for the purpose of disclosure and disseminating at the stock exchange’s website. 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 Encl: Scheme of Arrangement F-4984 Annexure - 1 SCHEME OF ARRANGEMENT FOR MERGER BETWEEN HSCC (INDIA) LIMITED (TRANSFEROR COMPANY) WITH NBCC (INDIA) LIMITED (TRANSFEREE COMPANY) THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTION 230-232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 I. PREAMBLE (a) This scheme of merger is presented under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 for merger of HSCC (INDIA) Limited ("Transferor Company" or "Wholly Owned Subsidiary") with NBCC (INDIA) Limited ("Transferee Company") and their respective shareholders and creditors. (b) The Transferor Company is a wholly owned subsidiary of the Transferee Company. Hence, the Transferee Company will not issue any shares under the Scheme. The existing holding of the Transferee Company and/or its nominees in the Transferor Company shall stand cancelled pursuant to the Scheme (as defined hereinafter). Accordingly, no consideration shall be paid, and the Transferee Company will not issue any shares under the Scheme. (c) In addition, this Scheme also provides for various other matters consequential or otherwise integrally connected herewith. (d) The Transferee Company is a listed Central Public Sector Enterprise under the administrative control of the Ministry of Housing and Urban Affairs ("MoHUA"). This Scheme shall be implemented subject to applicable provisions of Law including the Companies Act, 2013, rules and regulations issued by the Securities and Exchange Board of India ("SEBI"), guidelines issued by the Department of Public Enterprises ("DPE"), Department of Investment and Public Asset Management ("DIPAM") / MoHUA directions, requirements, and other Laws, guidelines and approvals. (e) DIPAM, vide Office Memorandum F.No. 7/1/2026-DIPAMV dated 09 July 2026, has conveyed its 'No Objection' on the merger of the Transferor Company with the Transferee Company under Sections 230 -232 ofthe Companies Act, 2013. II. INTRODUCTION (a) The Transferor Company is a public limited company incorporated with CIN No. U74140DL1983GOI015459 under the Act (as defined hereinafter), having its registered office at 205 (2nd Floor), East End Plaza, Plot No.4, LSC, Centre - II, Vasundhara Enclave, New Delhi-ll0096 and corporate office at E-6(A), Sector-1, Noida - UP - 201301. The Transferor Company is engaged in providing consultancy and project management services in the healthcare and other sectors 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. (b) The Transferee Company is a public limited company incorporated with CIN No. L74899DL1960GOI003335 under the Act, having its registered office at NBCC Bhawan, Lodhi Road, New Delhi -110003. The shares ofthe Transferee Company are listed on the National Stock Exchange of India Limited (UNSE") and the BSE Limited (UBSE") with ISIN Code: INE095N01031. The Transferee Company is engaged in the business of Project Management Consultancy (UPMC"), 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. III. OBJECTS AND RATIONALE FOR THE SCHEME (a) The Transferor Company is a wholly owned subsidiary ofthe Transferee Company and is engaged in healthcare infrastructure consultancy, project management and allied infrastructure services. In order to consolidate the healthcare and infrastructure consultancy capabilities, avoid duplication of corporate and administrative structures, improve governance oversight, optimise resource deployment and create an integrated platform for public sector infrastructure delivery 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. Further, the merger is in furtherance of the Government of India's policy of rationalising and consolidating Central Public Sector Enterprises (UCPSE") to enhance their scale, competitiveness and capacity to deliver services. The consolidation of the Transferor Company with the Transferee Company is intended to serve the broader public interest by creating a stronger, unified CPSE platform for development, ensuring more effective utilisation of public resources, and strengthening accountability and governance under a single corporate structure. (b) The merger will enable more efficient utilization and rationalization of capital, assets, resources, and facilities, and will 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 efficiencie [Showing first 8,000 characters — download PDF for full document]