Scan Projects has taken a significant step towards corporate restructuring by approving a merger scheme with Chanderpur Industries Private Limited. The decision was made during a board meeting held on September 18, 2025, as disclosed in a regulatory filing to the Bombay Stock Exchange (BSE).

Key Details of the Merger

• Effective Date: The merger will be effective from April 1, 2026.
• Merger Structure: Scan Projects Limited will serve as the transferee company, while Chanderpur Industries Private Limited will be the transferor company.
• Asset Transfer: All assets and liabilities of Chanderpur Industries will be transferred to Scan Projects.
• Share Exchange Ratio: 3:1 - Scan Projects will issue 3 equity shares of INR 10 each for every 1 share held in Chanderpur Industries.
• Post-Merger Name: Scan Projects will be renamed to Chanderpur Industries Limited.
• Regulatory Compliance: The board has acknowledged the receipt of necessary valuation reports, fairness opinion reports, and CA certificates required for the merger process.
• Stock Exchange Coordination: BSE has been designated as the stock exchange to coordinate with the Securities and Exchange Board of India (SEBI) for obtaining approval under regulation 37 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.

Company Profiles

Chanderpur Industries Private Limited

• Business: Manufacturing industrial machinery and equipment for oil & gas, petrochemicals, defense, and nuclear industries
• Turnover: INR 8.61 crores
• Net Worth: INR 60.10 crores

Scan Projects Limited

• Business: Servicing and trading engineering machinery for sugar, paper, cement, and chemical industries
• Turnover: INR 5.43 crores
• Net Worth: INR 11.94 crores

Merger Objectives

The merger aims to:

• Create operational synergies
• Enhance market competitiveness
• Improve cost efficiency

Regulatory Approvals Required

The merger scheme requires approvals from:

• Shareholders
• Creditors
• National Company Law Tribunal
• BSE Limited
• Securities and Exchange Board of India (SEBI)

Board Meeting Highlights

Regulatory Disclosures

The company has affirmed its compliance with Regulation 30 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate letter containing detailed disclosures pertaining to the merger will be sent to the stock exchange, as per SEBI guidelines.

Company Background

Scan Projects Limited, formerly known as Ambala Cements Limited, is headquartered in Village Kanjnu, Tehsil Radaur, District Yamuna Nagar, Haryana.

This merger announcement marks a significant development for Scan Projects Limited and could potentially impact its business operations and market position. Shareholders and market participants will likely be watching closely for further details on the merger's terms and its potential impact on the company's future prospects.

Scan Projects Limited , a company listed on the BSE, has reported a significant insider transaction involving one of its promoters. Nirmal Gupta, a member of the promoter group, has sold 30,000 equity shares of the company in an open market transaction.

Transaction Details

The sale took place on August 11, 2025, as disclosed by the company to BSE Limited in compliance with SEBI Insider Trading Regulations. The transaction was communicated to the exchange by Company Secretary Satish Kumar on August 13, 2025.

Impact on Shareholding

According to the disclosure filed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

The sale of 30,000 shares represents approximately 1.04% of the company's total share capital.

Company Information

Scan Projects Limited, formerly known as Ambala Cements Limited, is headquartered in Yamuna Nagar, Haryana. The company's total equity share capital stands at Rs 2,87,33,000, consisting of 28,73,300 equity shares with a face value of Rs 10 each.

Regulatory Compliance

The transaction was reported in accordance with multiple regulatory requirements:

1. Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
2. Regulation 7(2)(b) of SEBI (Prohibition of Insider Trading) Regulations, 2015

These disclosures ensure transparency in insider transactions and significant changes in promoter shareholdings, which are crucial for maintaining market integrity and investor confidence.

Scan Projects Limited has duly informed the BSE Limited about this transaction, adhering to the regulatory norms set by the Securities and Exchange Board of India (SEBI) for listed entities.