Narayana Hrudayalaya Limited announced the scheduling of separate meetings for its Equity Shareholders and Creditors (Secured and Unsecured) on Thursday, April 02, 2026. These meetings are convened by order of the NCLT to seek approval for the Scheme of Arrangement involving the demerger of NH Integrated Care Private Limited into the Resulting Company. Remote e-voting will be available from March 30, 2026, to April 01, 2026.
Notice of Tribunal-Convened Meetings
Narayana Hrudayalaya Limited (the Resulting Company) has issued a notice regarding separate meetings of its stakeholders, mandated by the Hon’ble National Company Law Tribunal, Bengaluru Bench, via an order dated February 13, 2026. The purpose is to obtain approval for the proposed Scheme of Arrangement, which involves the demerger of the undertaking from NH Integrated Care Private Limited (the Demerged Company) into Narayana Hrudayalaya Limited.
Meeting Schedule Details
The meetings are scheduled to be held on Thursday, April 02, 2026, through Video Conferencing/Audio Visual Means (VC/OAVM).
Narayana Hrudayalaya Limited Meetings:
- Equity Shareholders: 10:00 A.M.
- Secured Creditors: 11:30 A.M.
- Unsecured Creditors: 12:30 P.M.
NH Integrated Care Private Limited Meetings:
- Secured Creditors: 02:00 P.M.
- Unsecured Creditors: 03:00 P.M.
E-Voting Period
The remote e-voting period for all concerned parties will commence on Monday, March 30, 2026, at 9:00 A.M. (IST) and will conclude on Wednesday, April 01, 2026, at 5:00 P.M. (IST). Shareholders and creditors must vote only in one mode—either remote e-voting or e-voting during the respective Meeting.
Scheme Rationale and Benefits
The Scheme is designed for consolidating and optimizing healthcare services for the holistic growth of the hospital chain. Key anticipated benefits include:
- Strategic Clarity: Separation allows each entity to pursue tailored strategies based on distinct business models, operating models, risk profiles, and growth drivers.
- Operational Efficiency: Consolidation of duplicated administrative functions, unified management, and integrated procurement will lead to significant cost savings.
- Value Unlock: The Scheme is expected to unlock value from distinct business segments, potentially enabling enhanced valuations for digital health-focused investors.
- Stakeholder Interest: The Boards of both companies have determined that the Scheme is in the best interests of all stakeholders, and the terms are fair and reasonable.
Salient Features of the Demerger
The Scheme entails the demerger of the Demerged Undertaking from NH Integrated Care Private Limited (Demerged Company) into Narayana Hrudayalaya Limited (Resulting Company) under applicable provisions of the Act.
- No Share Issuance: As the Demerged Company is a wholly owned subsidiary of the Resulting Company, no shares will be issued as consideration for the transfer and vesting.
- Asset Transfer: All assets, permits, contracts, liabilities, and obligations of the Demerged Undertaking will transfer to the Resulting Company on a going concern basis, effective from the Appointed Date (April 1, 2025, or as directed by NCLT).
- Employee Continuity: All employees of the Demerged Company will transfer to the Resulting Company without any break in service and on terms no less favorable than their existing conditions.
Creditor Position Summary (as of October 31, 2025)
The notices confirm that the Scheme does not involve any compromise or extinguishment of debt for the creditors. The assets of the Resulting Company are deemed sufficient to discharge all liabilities upon the Scheme becoming effective.
Demerged Company (NH Integrated Care Private Limited):
- Secured Creditors: INR 24,38,06,355 (1 Creditor)
- Unsecured Creditors: INR 1,66,03,02,455 (75 Creditors)
Resulting Company (Narayana Hrudayalaya Limited):
- Secured Creditors: INR 8,38,09,44,465 (5 Creditors)
- Unsecured Creditors: INR 10,18,24,47,755 (2,621 Creditors)
Key Procedural Notes
Attendance at the meeting will be exclusively via VC/OAVM, and the appointment of proxies is not permitted for this meeting. Members wishing to ask questions must pre-register as a speaker by March 26, 2026 (5:00 P.M. IST).
Source: BSE
