Narayana Hrudayalaya Limited wins NCLT approval for 10 clinics

Narayana Hrudayalaya received National Company Law Tribunal sanction to transfer NH Integrated Care’s Clinical Services undertaking of 10 clinics into the listed parent, with no shares issued and no change in share capital or shareholding pattern. The tribunal delivered its order on October 30, 2026, and the order was uploaded on November 4, 2026.

What did the NCLT sanction for Narayana Hrudayalaya?

The National Company Law Tribunal, Bengaluru Bench sanctioned a Scheme of Arrangement between NH Integrated Care Private Limited and Narayana Hrudayalaya under Sections 230 to 232 of the Companies Act, 2013. The scheme provides for the demerger of NH Integrated Care’s Clinical Services undertaking into Narayana Hrudayalaya on a going-concern basis.

The proceeding was recorded as C.P. (CAA) No. 14/BB/2026, and the tribunal’s order was delivered on October 30, 2026. Narayana Hrudayalaya told the stock exchanges on November 4, 2026 that the order had been uploaded on the tribunal’s website that day.

NH Integrated Care is a wholly owned subsidiary of Narayana Hrudayalaya and is identified in the scheme as the demerged company. Narayana Hrudayalaya is identified as the resulting company, meaning the Clinical Services undertaking will move from the subsidiary to the listed parent once the scheme takes effect.

The November 4 disclosure was made under Regulation 30 and Regulation 51, read with Regulations 37 and 59A, of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. The approval covers the arrangement between the two companies and their respective shareholders and creditors.

Which clinics will transfer to Narayana Hrudayalaya?

Narayana Hrudayalaya will receive a Clinical Services undertaking comprising 10 clinics, including nine clinics in Bengaluru and one clinic in Hosur. The filing says this undertaking will transfer on a going-concern basis under the sanctioned scheme.

The disclosed geographic mix is therefore concentrated in Bengaluru, which accounts for nine of the 10 clinics, while Hosur accounts for one. Before the scheme becomes effective, the Clinical Services undertaking is held by NH Integrated Care; after effectiveness, it will sit directly within Narayana Hrudayalaya.

The filing does not disclose the names of the 10 clinics, their bed capacity, employee numbers, revenue, profitability, assets or liabilities. It also does not provide a transaction value or financial contribution for the Clinical Services undertaking being transferred from NH Integrated Care.

The scheme’s appointed date is April 1, 2025. That appointed date is distinct from the effective date, because the filing says the transfer will become effective only after a later Registrar of Companies filing process is completed by both companies.

Will Narayana Hrudayalaya issue shares for the transfer?

Narayana Hrudayalaya will not issue shares as consideration for the 10-clinic transfer because NH Integrated Care is its wholly owned subsidiary. The company said the scheme will consequently result in no change in its share capital or shareholding pattern.

This treatment follows the ownership structure disclosed in the November 4, 2026 filing: Narayana Hrudayalaya already owns NH Integrated Care. As a result, the scheme does not provide for the listed parent to issue equity to external shareholders of the demerged company.

The company’s statement on capital effects is specific to the scheme. It says no shares shall be issued by Narayana Hrudayalaya pursuant to the arrangement and that there will be no change in the company’s share capital or shareholding pattern after the transfer becomes effective.

The filing does not disclose a valuation method, consideration amount, accounting impact, earnings effect or revised operating target for the 10 clinics. It therefore establishes the legal transfer mechanism and the absence of share issuance, but does not quantify the undertaking’s financial effect on Narayana Hrudayalaya.

The tribunal order lists a judicial member and a technical member and records that C.P. (CAA) No. 14/BB/2026 was allowed through a separate order on October 30, 2026. Narayana Hrudayalaya’s exchange filing on November 4 treats that sanction as the required approval for the scheme, subject to its stated effectiveness conditions.

When will the clinic transfer become effective?

The clinic transfer will become effective on the last of the dates when certified copies of the tribunal order are filed with the Registrar of Companies by both NH Integrated Care and Narayana Hrudayalaya. The November 4, 2026 upload of the order did not itself make the scheme effective.

As of its November 4 filing, Narayana Hrudayalaya said that the certified copy of the order was awaited. The disclosure therefore distinguishes between the order’s October 30 delivery, its November 4 upload on the tribunal website, and the two future filings needed to reach the effective date.

The required sequence has two identified filing parties: NH Integrated Care and Narayana Hrudayalaya. Since the effective date is the last of their respective Registrar of Companies filing dates, the filing does not state a fixed calendar date for the 10 clinics to move into the listed parent.

Narayana Hrudayalaya said it would inform the stock exchanges when the scheme becomes effective. Its November 4 intimation was sent to BSE Limited and the National Stock Exchange of India Limited, where its equity scrip code is NH.

The company also said the intimation and the tribunal order would be available on its website. Until the company reports the effective date, the disclosed outstanding matter is the receipt of the certified order and completion of the two Registrar of Companies filings.

Conclusion

The NCLT sanction permits Narayana Hrudayalaya to bring NH Integrated Care’s Clinical Services undertaking, comprising nine Bengaluru clinics and one Hosur clinic, directly into the listed parent. Because NH Integrated Care is wholly owned, the approved 10-clinic reorganisation involves no share issuance, no change in share capital and no change in the shareholding pattern disclosed by Narayana Hrudayalaya.

The next event to watch is the certified-copy process and the Registrar of Companies filings by both companies. Narayana Hrudayalaya has said the scheme will become effective only on the later of those two filing dates and that it will notify the stock exchanges when that milestone is reached.