Corporate Restructuring
Orchid Pharma Scheme of Amalgamation Becomes Effective; Board Approves Capital Clause Amendment and Share Exchange Process
NSE
orchpharma
BSE
524372
Orchid Pharma Limited has announced that its Scheme of Amalgamation with Dhanuka Laboratories Limited has become effective from July 10, 2026. Following the scheme’s implementation, Dhanuka Laboratories stands dissolved without winding up, the company’s authorised share capital has increased automatically, and the record date for issuing shares under the merger has been fixed as July 23, 2026.
PRICE-SENSITIVE TRIGGER
Event: Scheme of Amalgamation becomes effective.
Type: Corporate Restructuring
Impact: Positive
Immediate Effect: The amalgamation has legally taken effect, increasing Orchid Pharma’s authorised share capital, dissolving the amalgamating company, and initiating the process for issuing new shares to eligible shareholders.
Key Metrics:
Key Metrics:
- Effective Date of Scheme:Â July 10, 2026
- Appointed Date:Â April 1, 2024
- Revised Authorised Share Capital: ₹164,51,00,000
- Authorised Equity Shares:Â 16,45,10,000 equity shares
- Face Value per Share: ₹10
- Record Date:Â July 23, 2026
Highlight:
- The Scheme of Amalgamation has become effective, resulting in an automatic increase in Orchid Pharma’s authorised share capital to ₹164.51 crore and commencement of the share issuance process under the approved merger scheme.
What Happened ?
Orchid Pharma Limited informed the stock exchanges that its Board of Directors has taken note of the Scheme of Amalgamation becoming effective on July 10, 2026 after completion of all prescribed conditions under the approved scheme.
As a result, Dhanuka Laboratories Limited, the amalgamating company, has been dissolved without undergoing the winding-up process. The Board also approved consequential corporate actions, including modification of the Memorandum of Association, determination of the record date and implementation of the approved share exchange ratio.
key details
Key Developments:
- The Scheme of Amalgamation became legally effective on July 10, 2026.
- Dhanuka Laboratories Limited stands dissolved without winding up following the merger.
- The appointed date under the scheme remains April 1, 2024.
- Orchid Pharma’s authorised share capital has automatically increased pursuant to the amalgamation.
- Clause V of the Memorandum of Association has been amended to reflect the revised authorised capital.
- The authorised share capital now stands at ₹164,51,00,000, divided into 16,45,10,000 equity shares of ₹10 each.
- The company has fixed July 23, 2026 as the record date for determining eligible shareholders entitled to receive shares under the scheme.
- The approved share exchange ratio provides 161 fully paid equity shares of ₹10 each of Orchid Pharma for every 5 fully paid equity shares of ₹100 each held in Dhanuka Laboratories Limited.
Note:
- These approvals are consequential actions required for implementing the court-approved Scheme of Amalgamation and completing the share issuance process to eligible shareholders.
Risk Analysis
Summary:
- The regulatory approvals for the merger have been completed and the scheme is now operational. The remaining activities primarily relate to execution of the share allotment and integration process.
Key Risks:
- Timely completion of share allotment to eligible shareholders.
- Smooth operational and financial integration following the merger.
- Administrative execution of post-amalgamation compliance requirements.
Worst Case:
- Any delay in post-merger implementation or share issuance could temporarily postpone the completion of the amalgamation process for shareholders.
Risk Level: Low
Company Commentary
- The Scheme of Amalgamation has become effective from July 10, 2026 after fulfilment of all prescribed conditions.
- Dhanuka Laboratories Limited has been dissolved without winding up under the terms of the scheme.
- Orchid Pharma has revised its authorised share capital and amended its Memorandum of Association accordingly.
- The company has fixed July 23, 2026 as the record date for determining shareholders eligible to receive shares under the approved exchange ratio.
- The merger will be implemented using the approved share swap ratio of 161 Orchid Pharma equity shares for every 5 Dhanuka Laboratories equity shares.
Official Exchange Filing: Orchid Pharma Limited
