Scan Projects Limited is a specialized Indian engineering, manufacturing, and consultancy firm currently undergoing a transformative evolution. Historically a service-oriented entity focused on the erection and commissioning of industrial plants, the company is executing a strategic pivot toward high-end, precision manufacturing. This transition is being formalized through a high-impact merger with its group entity, **Chanderpur Industries Private Limited (CIPL)**. The company serves as a comprehensive solution provider for core sector industries, offering a lifecycle approach that spans from **Research & Development (R&D)** and project design to heavy fabrication, installation, and **Annual Maintenance Contracts (AMC)**. --- ### **The CIPL Merger: Transitioning to a High-Precision Powerhouse** The defining catalyst for Scan Projects is the **Scheme of Amalgamation** with **Chanderpur Industries Private Limited**. This "reverse merger" is designed to integrate advanced manufacturing infrastructure with Scan Projects’ service and trading expertise. **Key Merger Parameters:** * **Appointed Date:** **April 01, 2026**. * **Share Exchange Ratio:** **3 fully paid-up equity shares** of Scan Projects for every **1 share** held in CIPL. * **Post-Merger Identity:** The entity will be renamed **Chanderpur Industries Limited**. * **Capital Expansion:** Authorized capital is set to increase to **INR 12,00,00,000** (1.2 Crore shares at INR 10 each). * **Regulatory Status:** Following a previous withdrawal in 2025 to ensure compliance with the **25% minimum public shareholding** rule, the revised scheme received "No Adverse Observations" from **BSE** and **SEBI** in January 2026. A joint petition was filed with the **NCLT Chandigarh Bench** on **March 11, 2026**. **Strategic Gains from Integration:** * **Advanced Infrastructure:** Access to a modern workshop featuring **CNC horizontal borers**, vertical turning lathes, and high-capacity bending machines. * **Heavy-Lift Capability:** Integration of a newly expanded facility capable of handling components up to **200 tons**. * **High-Barrier Certifications:** Acquisition of **U & R stamp** certifications for pressure vessels and the finalization of **AS 9100 D** for aerospace components. * **New Market Entry:** The merger facilitates entry into the **Oil & Gas Refineries, Petrochemicals, Defense, and Nuclear** sectors. --- ### **Diversified Industrial Portfolio & Service Segments** The company operates through two primary reportable segments under **Ind AS**, providing a mix of technical services and industrial commerce. #### **1. Erection, Commissioning & Supervision** This segment focuses on the physical realization of industrial projects and long-term asset management. * **Services:** Project drawing, designing, installation, and supervision. * **Maintenance:** Provision of **Annual Maintenance Contracts (AMC)** to ensure operational continuity for clients. * **Workforce Dynamics:** The technical team was expanded from **20 to 25** employees in the **2024-25** fiscal year to meet rising demand. #### **2. Manufacturing & Trading Activities** The company manufactures and trades a wide array of engineering components and heavy machinery. | Category | Key Products & Equipment | | :--- | :--- | | **Heavy Engineering** | Machinery for **Sugar, Paper, Cement, and Chemical** plants; steel stakes. | | **Process Equipment** | **Coded pressure vessels**, heat exchangers, pressure reducing stations, and S.S. fabrication. | | **Boilers & Energy** | Industrial boilers, **gasifiers**, calorifiers, and electrical control systems. | | **Infrastructure** | Steam, water, oil, and process pipelines; kitchen ventilation; project structures. | | **Logistics & Food** | **Trailers** for vehicles; comprehensive **Dairy and Food Processing** equipment. | --- ### **Operational Footprint & Asset Management** * **Geographic Strategy:** While primarily focused on the Indian market, the company previously attempted expansion into **Nepal**. However, due to high competition, the branch was closed on **September 1, 2023**, resulting in an exceptional write-off of **₹87.14 Lacs**. The company maintains a **Permanent Establishment** in Nepal solely for executing specific international orders. * **Facilities:** Operations are headquartered in **Yamunanagar, Haryana**, with works located in **Village Sohana, Distt Ambala**. * **Asset Optimization:** In **January 2025**, the Board approved the **sale of land** in Village Sohana to streamline the balance sheet and improve liquidity. * **Internal Controls:** Property, Plant, and Equipment (PPE) undergo physical verification on a **three-year phased cycle**. --- ### **Financial Profile & Capital Allocation** Scan Projects maintains a conservative, **zero-debt** capital structure, providing a clean slate for post-merger expansion. **Comparative Financial Position:** | Particulars | As at 31 March 2025 (Rs.) | As at 31 March 2024 (Rs.) | | :--- | :--- | :--- | | **Total Debts** | **0** | **1,50,000** | | **Total Equity** | **5,42,85,600** | **4,84,34,600** | | **Debt Equity Ratio** | **0** | **0** | **Expansion of Financial Headroom:** To support the post-merger growth phase, shareholders have approved significant increases in financial limits: * **Borrowing Limits:** Increased from **Rs. 2.25 Crores** to **Rs. 5.00 Crores**. * **Investment/Loan Limits:** Increased to **Rs. 5.00 Crores** under Section 186. * **Working Capital:** The company currently operates without sanctioned bank limits exceeding **₹5 Crores**, relying largely on internal accruals and equity. --- ### **Risk Framework & Mitigation Strategies** The company manages a complex risk profile ranging from commodity volatility to legal recoveries. * **Commodity Price Risk:** The company is sensitive to the cost of traded goods. A **1% price increase** impacts the bottom line by approximately **Rs. 6.37 Lacs**. * **Credit Risk & Litigation:** The company is currently embroiled in a legal battle to recover **Rs. 1,46,36,498** from **M/s Well Erectors of New Engineering**. * A criminal case under **Section 138 (Negotiable Instruments Act)** involves a dishonored cheque of **Rs. 1.10 Crores**. * **Provisioning:** Management has proactively provided for **Rs. 36,36,498** plus **10%** of the criminal case value, acknowledging a potential material impact. * **Regulatory Risk:** The company is preparing for the implementation of the **New Labour Codes (2020)**, which will impact social security and wage structures once notified. * **Governance:** The company follows a high-performance remuneration policy where only **Executive Managing Directors** receive salaries; non-executive directors receive no remuneration. **Mr. Sunil Chandra** was appointed as **MD and CFO** in July 2025 to provide unified leadership through the merger transition.