Narayana Hrudayalaya Limited's Board of Directors has formally approved a comprehensive scheme of arrangement for the demerger of clinical services from its subsidiary NH Integrated Care Private Limited, following regulatory compliance requirements under SEBI regulations.

Board Meeting Outcome

The Board of Directors meeting held on December 12, 2025, considered and approved the Scheme of Arrangement between NH Integrated Care Private Limited (Demerged Company/NHIC) and Narayana Hrudayalaya Limited (Resulting Company/NHL) under Sections 230 to 232 of the Companies Act, 2013. The meeting was conducted with full regulatory compliance under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Demerger Structure and Financial Impact

The scheme provides for the demerger of the Clinical Services undertaking from NHIC into NHL on a going-concern basis. The Clinical Services undertaking comprises 10 clinics located in Bengaluru that focus on delivering accessible, preventive, and continuous integrated care.

Notably, the demerger excludes the Narayana Aarogyam preventive healthcare platform, which will remain with NHIC. This platform provides health screening, risk assessment, wellness coaching, and continuous monitoring services based on early detection and intervention prior to disease onset.

Strategic Rationale and Benefits

The separation strategy aims to create focused business entities with distinct operational models. The demerger will allow the Demerged Company to exclusively pursue the preventive healthcare business, enabling sharper focus and growth in this niche segment.

The separation of the Clinical Services undertaking will enable the Demerged Company to concentrate exclusively on developing the Aarogyam preventive healthcare platform through digital-first, AI-powered service delivery and comprehensive screening programs.

Regulatory Compliance and Implementation

The scheme has been filed with stock exchanges in compliance with SEBI regulations and circulars, including SEBI Circular Nos. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, and SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 dated May 21, 2024.

Since NHIC is a wholly-owned subsidiary of NHL, there will be no change in the shareholding pattern of the Resulting Company. The scheme is subject to receipt of necessary statutory and regulatory approvals, including approval from the jurisdictional National Company Law Tribunal (NCLT) and other regulatory authorities as applicable.

Narayana Hrudayalaya Ltd., a prominent player in the healthcare sector, recently saw a substantial block trade on the National Stock Exchange (NSE), indicating significant investor activity in the company's stock.

Block Trade Details

The large-volume transaction involved the trading of 1,121,674 shares at a price of Rs. 1,960 per share, amounting to a total value of Rs. 219.85 crores. This considerable block trade suggests notable institutional or bulk investor interest in Narayana Hrudayalaya's stock.

Market Implications

Block trades of this magnitude often draw attention in the market as they can indicate:

1. Changing investor sentiment towards the company
2. Potential shifts in the company's ownership structure
3. Increased liquidity in the stock

While the specific parties involved in the transaction remain undisclosed, such substantial trades are typically executed by institutional investors, mutual funds, or other large market participants.

About Narayana Hrudayalaya

Narayana Hrudayalaya Ltd. is a well-known entity in the Indian healthcare landscape, recognized for its network of hospitals and medical facilities. The company has been at the forefront of providing accessible and quality healthcare services across various specialties.

This significant block trade may spark interest among market analysts and investors, potentially leading to increased scrutiny of Narayana Hrudayalaya's recent performance and future prospects in the healthcare sector.