Narayana Hrudayalaya gets NCLT nod for demerger of clinical services unit

Narayana Hrudayalaya (NSE: NH) has had a scheme of arrangement sanctioned by the National Company Law Tribunal, Bengaluru Bench, under which the clinical services undertaking of its wholly owned subsidiary NH Integrated Care Private Limited moves into the listed company. The company said in a filing on 04 Nov 2026 that the order was uploaded to the NCLT website that day.

What the scheme moves into the company

The scheme provides for the demerger of the Clinical Services undertaking of NH Integrated Care Private Limited, comprising 9 clinics in Bengaluru and 1 clinic in Hosur, into Narayana Hrudayalaya on a going-concern basis. The appointed date is 1 Apr 2025, and the scheme was sanctioned under Sections 230 to 232 of the Companies Act, 2013.

Because the demerged company is wholly owned by the listed company, the company says no shares will be issued as consideration, so its share capital and shareholding pattern will not change.

Conditions and open items in the order

The order directs the petitioner companies to file a certified copy with the Registrar of Companies, Karnataka, within 30 days of receipt, and to comply with Section 314 of the Income-tax Act, 2025. It also states that it is not an exemption from stamp duty, taxes or any civil or criminal liability.

The Regional Director raised observations on beneficial ownership filings, transfer of charges, MSME dues, ESOPs, employees and assets and liabilities. The petitioners replied to each, and the Tribunal records that the statutory authorities are satisfied. The petitioners also gave undertakings to settle disputed income-tax and GST dues as and when they crystallise.

Scale against the company

The company's market value was ₹39,472 crore at the 04 Nov 2026 close, and its consolidated total income for Q2 FY27 was ₹2,895.53 crore. The filing does not give the revenue, profit or net assets of the clinics being demerged, so their size against the company cannot be measured from it.

What the scheme means for Narayana Hrudayalaya's shareholders

The scheme changes which entity runs the clinics, not the company's share count. The certified copy of the order is awaited, and the company will inform the stock exchanges when the scheme becomes effective.

The filing does not say when the scheme will become effective, what the clinics contribute to revenue or profit, or whether the financial impact on the company is known. Those points are not stated.

At a glance