Board approves draft composite scheme of amalgamation of two wholly owned subsidiaries with the holding company

Board approves a draft composite scheme of amalgamation.

Mon 12 Oct 2026

Zuventus networth / turnover (INR cr)

871.46 / 1,040.58

Emcutix networth / turnover (INR cr)

(13.07) / 29.37

Holding company networth / turnover (INR cr)

3,710.60 / 5,243.19

What the board approved

• The Board of Directors, at its meeting on October 12, 2026, approved a draft Composite Scheme of Amalgamation among Zuventus Healthcare Limited and Emcutix Biopharmaceuticals Limited (the Transferor Companies) with the holding company (the Transferee Company) and their respective shareholders and creditors.
• Both Transferor Companies are wholly owned subsidiaries of the listed company and are in the pharmaceuticals business.
• The scheme is being moved under Sections 230 to 232 of the Companies Act, 2013.
• Put simply, two subsidiaries that the listed company already owns fully would be amalgamated into it, simplifying the group structure.

Stated reason

• The rationale given is entity rationalisation and operational efficiency within the group.

Size of the entities involved

Networth as on March 31, 2026 and turnover for FY 2025-26 (INR in crores)

• Zuventus Healthcare Limited: networth 871.46; turnover 1,040.58
• Emcutix Biopharmaceuticals Limited: networth (13.07), printed in brackets; turnover 29.37
• Transferee Company: networth 3,710.60; turnover 5,243.19

What shareholders get

• No consideration shall be payable. The entire share capital of the Transferor Companies is held by the listed company, and no shares shall be issued pursuant to the scheme.
• There will be no change in the shareholding pattern of the listed company, since no shares would be issued in consideration for the amalgamation.

Approvals and related-party angle

• The scheme is subject to necessary statutory and regulatory approvals, including the approval of the Hon'ble National Company Law Tribunal, Mumbai Bench.
• As the scheme is an amalgamation of wholly owned subsidiaries with the holding company, it is exempted under Regulation 23(5)(b) of the SEBI Listing Regulations; and under MCA General Circular No. 30/2014, transactions resulting from amalgamations under the Companies Act, 2013 are not subject to the requirements of Section 188.

How to read this

• The announcement involves no fresh issue of shares and no payment by the listed company, and the entire share capital of both entities is already held by it.
• What changes is the legal structure of the group; the scheme is at a draft stage and would take effect only after the required approvals, including from the NCLT.

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