Scan Projects Limited, formerly known as Ambala Cements Limited, has announced a major corporate development with the approval of a merger scheme with Chanderpur Industries Private Limited. The outcome was disclosed to the stock exchanges after the meeting of the Board of Directors held on 18th September 2025.

Approval of Merger Scheme

The board meeting, which commenced at 2:00 p.m. and concluded at 3:00 p.m., approved the scheme of merger between Scan Projects Limited (Transferee Company) and Chanderpur Industries Private Limited (Transferor Company). This merger is a strategic step expected to strengthen the operational and financial position of the company.

In compliance with Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company confirmed that the merger details will be furnished in a separate filing containing requisite disclosures.

Compliance with SEBI Circulars

The board took note of the valuation report, fairness opinion report, and Chartered Accountant certificate, which are mandatory as per Para (A)(5) of Part I of SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. These reports ensure transparency and fairness in the merger process.

The company also confirmed that it will follow the disclosure norms outlined in SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, relating to corporate restructuring and mergers.

BSE as Designated Stock Exchange

The board further resolved to designate BSE (Bombay Stock Exchange) as the Designated Stock Exchange (DSE). BSE will coordinate with SEBI to obtain approval under Regulation 37 of SEBI LODR Regulations, 2015, which deals with schemes of arrangement involving listed companies.

Corporate Governance and Transparency

By acknowledging and approving the mandatory valuation and fairness reports, Scan Projects Limited has shown commitment to good governance and regulatory compliance. The board’s approach aligns with SEBI’s emphasis on protecting investors and ensuring fairness in mergers and acquisitions.

Conclusion

The merger between Scan Projects Limited and Chanderpur Industries Pvt Ltd marks a significant step in the company’s growth journey. With regulatory approvals pending, the move is expected to unlock synergies, enhance efficiency, and provide greater value to shareholders.

The company has reiterated that this update is in compliance with SEBI disclosure norms, and further details will be provided as the process progresses.

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