Key Details

Symbol (NSE): AUROPHARMA

Corporate Action

Scheme of Amalgamation (Merger)

Nature of Scheme

Amalgamation/Merger of two wholly owned subsidiaries

Entities Involved

Transferor Company: Auroactive Pharma Private Limited (wholly owned subsidiary)

Transferee Company: Apitoria Pharma Private Limited (wholly owned subsidiary)

Financial Details

Auroactive Pharma Turnover (FY2026): INR 701.3 million

Apitoria Pharma Turnover (FY2026): INR 64,430.8 million

Auroactive Pharma Share Capital: INR 247,00,00,000 consisting of 24,70,00,000 equity shares of INR 10 each

Share Entitlement Ratio

97 equity shares of Apitoria Pharma Private Limited (face value INR 10 fully paid up) for every 10,000 equity shares of Auroactive Pharma Private Limited (face value INR 10 each fully paid up)

Capital Structure Impact

Total New Shares to be Issued: 23,95,900 equity shares of INR 10 each of Apitoria Pharma Private Limited

Regulatory and Approval Status

Approval Status: Proposal approved by board of directors of respective companies and Aurobindo Pharma Limited

Filing Authority: Hon'ble NCLT, Hyderabad

Regulatory Exemption: Transaction exempt from provisions of Regulations 23(2), (3) and (4) of SEBI LODR Regulations 2015

Companies Act Exemption: Does not attract requirements of Section 188 of Companies Act, 2013 per MCA Circular No. 30/2014 dated July 17, 2014

Business Rationale

  • Consolidate API businesses under a single entity
  • Improve operational efficiency
  • Optimize capacity utilization of the Auroactive facility
  • Simplification of the Group's corporate structure

Transaction Details

Related Party Status: Auroactive Pharma and Apitoria Pharma are wholly owned subsidiaries of the Company and related parties to each other

Valuation: Transaction at arm's length price based on valuation report from an independent registered valuer

Impact on Shareholders

Aurobindo Pharma Shareholding: No change - the Company is not a party to the Scheme of Amalgamation

Subsidiary Level Change: Ownership restructuring between wholly owned subsidiaries only

Timeline

Board Meeting Date: November 4, 2026

Board Meeting Duration: 4:15 p.m to 6:00 p.m