News ArticleAurobindo Pharma Approves Merger of Wholly Owned Subsidiaries Auroactive Pharma and Apitoria Pharma
Merger aims to consolidate API businesses and improve operational efficiency, with share exchange ratio set at 97 Apitoria shares per 10,000 Auroactive shares
Aurobindo Pharma's board approved a Scheme of Amalgamation for merging its wholly owned subsidiaries, Auroactive Pharma Private Limited and Apitoria Pharma Private Limited. The merger aims to consolidate active pharmaceutical ingredient manufacturing, improve operational efficiency, and simplify the corporate structure. The share exchange ratio is set with Apitoria Pharma issuing 97 shares for every 10,000 shares of Auroactive Pharma.
Aurobindo Pharma Limited
Acquisition / Amalgamation / Merger / Demerger
Aurobindo Pharma Limited approved a merger plan to consolidate its API manufacturing through the amalgamation of its wholly owned subsidiaries, Auroactive Pharma Private Limited and Apitoria Pharma Private Limited, enhancing operational efficiency and simplifying corporate structure.
The board of directors of Aurobindo Pharma and its two subsidiaries have approved a Scheme of Amalgamation, to be filed with the National Company Law Tribunal (NCLT), Hyderabad.
Auroactive Pharma, incorporated in January 2020, had a turnover of INR 701.3 million for the financial year ended March 31, 2026, while Apitoria Pharma, incorporated in December 2017, reported a turnover of INR 64,430.8 million for the same period.
Both subsidiaries manufacture active pharmaceutical ingredients (API) and are related parties as wholly owned subsidiaries of Aurobindo Pharma.
The merger is executed on an arm’s length basis based on an independent valuation report, and does not affect the parent company’s shareholding pattern.
Under the scheme, Apitoria Pharma will issue 97 equity shares for every 10,000 equity shares held in Auroactive Pharma, resulting in 2,395,900 shares being issued to effect the merger.
Highlights
- Merger involves Auroactive Pharma Private Limited and Apitoria Pharma Private Limited, both wholly owned subsidiaries.
- Turnover for FY 2026: Auroactive Pharma INR 701.3 million; Apitoria Pharma INR 64,430.8 million.
- Transaction is a related party merger at arm’s length based on independent valuation.
- The merger will consolidate API businesses, optimize capacity utilization, and simplify corporate structure.
- Share exchange ratio: Apitoria Pharma to issue 97 shares per 10,000 shares of Auroactive Pharma.
- Parent company’s shareholding remains unchanged post-merger.
Key Data Snapshot
What happened
- Aurobindo Pharma's board approved a Scheme of Amalgamation for merging its wholly owned subsidiaries Auroactive Pharma and Apitoria Pharma.
- The merger will be filed with the National Company Law Tribunal (NCLT), Hyderabad.
- Purpose is to consolidate API business, enhance operational efficiency, and simplify the corporate group structure.
Key details
- Auroactive Pharma was incorporated on January 9, 2020; Apitoria Pharma on December 20, 2017.
- FY 2026 turnover: Auroactive Pharma INR 701.3 million, Apitoria Pharma INR 64,430.8 million.
- The merger is a related party transaction performed at arm’s length per independent valuation.
- Share exchange ratio: 97 Apitoria shares per 10,000 Auroactive shares, resulting in 2,395,900 new shares issued.
- The parent company’s shareholding remains unchanged as the merger is between wholly owned subsidiaries.
Transaction details
- The merger involves equity share exchange with no cash consideration.
- The entire equity share capital of Auroactive Pharma amounts to INR 247 crore divided into 24.7 crore shares of INR 10 each.
- No change in shareholding pattern of Aurobindo Pharma Limited is expected as a result of this merger.
Regulatory and governance context
- Transaction exempt from certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as it is between wholly owned subsidiaries.
- According to MCA Circular No. 30/2014, mergers under the Companies Act, 2013 do not attract Section 188 requirements for related party transactions.
- The Scheme of Amalgamation will be presented to the NCLT Hyderabad for final approval.
Highlights
- Merger involves Auroactive Pharma Private Limited and Apitoria Pharma Private Limited, both wholly owned subsidiaries.
- Turnover for FY 2026: Auroactive Pharma INR 701.3 million; Apitoria Pharma INR 64,430.8 million.
- Transaction is a related party merger at arm’s length based on independent valuation.
- The merger will consolidate API businesses, optimize capacity utilization, and simplify corporate structure.
- Share exchange ratio: Apitoria Pharma to issue 97 shares per 10,000 shares of Auroactive Pharma.
- Parent company’s shareholding remains unchanged post-merger.
Disclosures
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Ministry of Corporate Affairs Circular No. 30/2014 dated 17th July 2014
- Companies Act, 2013
Transaction involves merging two wholly owned subsidiaries related to each other and the parent company.
Not applicable as the merger is between wholly owned subsidiaries; parent company's shareholding remains unchanged.
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