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Ref. No. NBCC/NSEBSE/2026-27 October 09, 2026 National Stock Exchange of India Ltd. Exchange Plaza, Plot No C/1, G Block, BSE Ltd. Bandra –Kurla Complex, Phiroze Jeejeebhoy Tower, Bandra (E), Mumbai-400051 Dalal Street, Mumbai-400001 Subject: Intimation of Order of the Ministry of Corporate Affairs (MCA) on first motion application in the matte r of Scheme of Arrangement for Merger between HSCC (India) Limited with NBCC (India) Limited and their respective Shareholders and Creditors Sir, Reference is made to our earlier intimation dated July 18, 2026 regarding Scheme of Arrangement for Merger between HSCC (India) Limited with NBCC (India) Limited and their respective Shareholders and Creditors Under Section 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. In furtherance thereof, it is hereby informed that the Ministry of Corporate Affairs (MCA) has issued the order w.r.t. First (1st) Motion application on October 09,2026, enclosed as Annexure-I. 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, For NBCC (India) Limited Deepti Gambhir Company Secretary F-4984 Encl: as above 24/3/2026-CL-I1I GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS Under Section 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 In the matter of Scheme of Amalgamation of Mis HSCC (India) Limited with MI s NBCC (India) Limited Mis HSCC (India) Limited having its registered office at 205, 2nd Floor, East End Plaza, Plot No4, LSC, Centre-II, Vasundhra Enclave, New Delhi - 110096 Applicant I Transferor Company Mi s NBCC (India) Limited having its registered office at NBCC Bhawan, Lodhi Road, New Delhi - 110003. Applicant I Transferee Company Present:- 1. Shri Anjeev Kumar Jain, Director (Finance), NBCC (India) Ltd 11. Smt. Deepti Gambhir, ED & Company Secretary, NBCC (India) Ltd 1Il. Shri Sandeep Srivastava, GM (Finance), NBCC (India) Limited IV. Smt. Ruchi Gupta, AGM (Company Secretary), NBCC (India) Ltd v. Shri Hrishikesh Kumar, Sr.Ep (Finance) I (CEO) HSCC (India) Ltd vi. Shri Saurabh Srivastava, CGM (Finance) I (CFO), HSCC (India) Ltd V11. Shri Deepak Mishra, AM (Finance), HSCC (India) Limited Vlli. Shri Vivek Tyagi, DGM (Legal) HSCC (India) Ltd. IX. Shri Lovejeet Singh Partner, Chandhiok & Mahajan X. Shri Savar Mahajan, Counsel, Chandhiok & Mahajan Xl. Shri Abhay Goyal, Chandhiok & Mahajan xii. Shri Rahul Gupta, SBICAPS xiii. Shri Kamal Garg, Independent Consultant ............... for Transferor and Transferee Company Page l of6 ORDER (Hearing held on 23 I 09 12026) Joint petition dated 16.07.2026 has been filed by the applicant companies with this Ministry on 20.07.2026 in respect of the proposed Scheme of Amalgamation of Mis HSCC (India) Limited (Transferor Company) with Mis NBCC (India) Limited (Transferee Company) ul s 230-232 of the Companies Act, 2013 read with Government of India, Notification NO.GSR.582 (E) dated 13.06.2017. 2. The Scheme of Amalgamation was approved by Board of Directors of Transferor Company on 14.07.2026 and Transferee Company on 10.04.2026, copy of the corresponding Board Resolutions have been duly signed and filed along with the present application. 3. The Applicant Companies have stated that the provisions relating to the accounting treatment for the proposed scheme were in conformity with applicable provisions of the Companies Act, 2013. Certificate from Statutory Auditor of the Applicant Companies on the accounting treatment as proposed in the Scheme, were annexed to the application and it is clearly stated that the accounting treatment, is in conformity with that prescribed under section 133 of the Companies Act, 2013. 4. The application is supported by the Affidavit ofShri Hrishikesh Kumar, authorized signatory of the Transferor Company, who is duly authorized to file the same on behalf of the Transferor Company, in terms of the Board of Directors resolution dated 14.07.2026. 5. The application is supported by the Affidavit of Ms. Deepti Gambhir, authorized signatory of the Transferee Company, who is duly authorized to file the same on behalf of the Transferee Company, in terms of the Board of Directors resolution dated 10.04.2026. 6. The Transferor Company and Transferee Company submitted the audited finan~al statement for the financial year 2023-24, 2024-25 and 2025-26. \~ Page2of6 7. The Transferor Company i.e. M/s HSCC (India) Limited and Transferee Company i.e. M/ s NBCC (India) Limited have broadly prayed for the following relief (s):- Dispense with the requirement of convenmg the meeting of equity shareholders and obtaining consent affidavit of the Transferor Company to consider the scheme; ii. Dispense with the requirement of convenmg the meeting of equity shareholders and obtaining consent affidavit of the Transferee Company to consider the Scheme; Dispense with the requirement of convening the meeting of unsecured 111. creditors and obtaining consent affidavit of the Transferor Company to consider the scheme; Dispense with the requirement of convening the meeting of unsecured creditors and obtaining consent affidavit of the Transferee Company to consider the Scheme; and v. Pass such other and further orders as this Hon'ble MCA may deem fit and proper in the facts and circumstances of the case. 8. After considering the prayers and submissions made by both the companies, it is directed that: 1. The meeting of equity shareholders of the Transferor Company is dispensed with as the Transferor Company has furnished consents by way of affidavit from all the equity shareholders. ii. The meeting(s) of the secured creditors of the Transferor and Transferee Company are dispensed with since Transferor Company furnished a certificate from S.R.Dinodia & Co. LLP, Chartered Accountant dated 14.07.2026 and the Transferee Company furnished a certificate from D K Chhajer & Co., Chartered Accountant dated 15.07.2026 certifying that there is nil/no secured creditors as on 31.03.2026. iii. It is directed that the meeting of equity shareholders of the Transferee Company is dispensed with keeping in view the submission made in this Page 3 of6 regard. The legal counsel of the petitioner companies gave reference of the judgments namely: Reliance Industries Ltd. V. Registrar of Companies, Company Appeal (AT) No.109 of 2023 and Patel Hydro Power Private Limited, in Company Appeal (AT) No. 137 of 2021, wherein it is held that since the Transferor Company is a wholly owned subsidiary of the Transferee Company and that no shares are required to bc issued as consideration, therefore there is no reorganization of the share capital of the Transferee Company and consequently the rights of the shareholders are not being affected. Further, the assets of the Transferor and Transferee Company is far exceeds their liabilities. IV. It is directed that the meetings of unsecured creditors of the Transferor and Transferee Company are dispensed with keeping in view the submissions made in this regard. The legal counsel of the petitioner companies gave reference of the judgments namely, Reliance Industries Ltd. V. Registrar of Companies, Company Appeal (AT) No.1 09 of 2023 and Patel Hydro Power Private Limited, in Company Appeal (AT) No. 1370f2021 and a reference of the order issued by this ministry in the matter of Composite Scheme of Amalgamation and Arrangement amongst Gujarat State Petroleum Corporation Limited (Transferor Co.l), Gujarat State Petro net Limited (Transferor Co.2) and GSPC Energy Limited (Transferor Co.3) and Gujarat Gas Limited (Transferee/Demerged Co.) and GSPL Transmission Limited (Resulting Company) issued on 10.09.2025. It is submitted during the hearing that the scheme does not propose to alter any ofthe rights and remedies of the [Showing first 8,000 characters — download PDF for full document]