Aurobindo Pharma524804Subsidiary merged
Boards approve proposal to file merger scheme of two wholly owned subsidiaries with NCLT
Proposal to merge two wholly owned subsidiaries of Aurobindo Pharma cleared.
By ScoutQuest · · 2 min read
- FY 2026 Turnover - Auroactive Pharma
- 701.3 INR million
- FY 2026 Turnover - Apitoria Pharma
- 64,430.8 INR million
- Shares Proposed to be Issued
- 23,95,900 Apitoria shares of INR 10 each
Proposed structure
- Auroactive Pharma Private Limited, incorporated in India on January 9th, 2020, is the transferor company; it is proposed to merge into Apitoria Pharma Private Limited, the transferee company, incorporated in India on December 20th, 2017.
- Both are wholly owned subsidiaries of the company and both are engaged in the manufacture of active pharmaceutical ingredients.
- The proposal to file the Scheme of Amalgamation with the Hon'ble NCLT, Hyderabad has been approved by the boards of the respective companies and also by the company.
- The company is not a party to the scheme.
Why the companies say they are doing this
- Consolidate API businesses under a single entity.
- Improve operational efficiency and optimise capacity utilisation of the Auroactive facility.
- Simplify the group's corporate structure.
Size of the two entities
- Turnover for the financial year ended March 31st 2026: Auroactive Pharma 701.3 INR million and Apitoria Pharma 64,430.8 INR million.
- The total equity share capital of Auroactive Pharma is INR 247,00,00,000, consisting of 24,70,00,000 equity shares of INR 10 each.
Share exchange ratio
- 97 equity shares of Apitoria Pharma of face value INR 10 fully paid up shall be issued for every 10,000 equity shares of Auroactive Pharma of face value INR 10 each fully paid up.
- Accordingly, 23,95,900 equity shares of INR 10 each of Apitoria Pharma shall be issued.
Related party and pricing
- The two companies are wholly owned subsidiaries and related parties to each other; the transaction is at an arm's length price based on a valuation report from an independent registered valuer.
- Because it is between two wholly owned subsidiaries, it is exempt from Regulations 23(2), (3) and (4) of the SEBI (LODR) Regulations, 2015.
- Transactions arising out of compromises, arrangements and amalgamations under the Companies Act, 2013 do not attract Section 188 requirements, as clarified by the Ministry of Corporate Affairs circular dated 17th July 2014.
What it means for retail shareholders
- The shareholding pattern of the listed company remains unchanged; the scheme is between two wholly owned subsidiaries and the company is not a party to it.
- The consideration is in the form of Apitoria Pharma shares issued to the shareholder of Auroactive Pharma, not cash.
- The next step stated is update of the Scheme of Amalgamation with the NCLT, Hyderabad.
Also from Aurobindo Pharma
Aurobindo Pharma to move Auro Pharma LLC, Russia between its wholly owned subsidiaries for ~INR 29 crore
4 Nov 2026
Board approves 700% interim dividend; record date November 11, 2026
4 Nov 2026
Board approves 700% interim dividend, Rs. 7.00 per equity share
4 Nov 2026
More numbers
- Auroactive Pharma turnover, FY 2026 (INR million)701.3
- Apitoria Pharma turnover, FY 2026 (INR million)64,430.8
- Total equity share capital of Auroactive PharmaINR 247,00,00,000
- Equity shares of Auroactive Pharma (INR 10 each)24,70,00,000
- Apitoria shares to be issued per 10,000 Auroactive shares97
- Apitoria Pharma shares to be issued in total23,95,900
- Face value per equity share of both companiesINR 10
Source: BSE · 4 Nov 2026
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