Achyut Healthcare Limited has approved a scheme of amalgamation with Zenith Healthcare Limited to consolidate operations and enhance financial efficiency. The Board of Directors approved the merger on July 14, 2026, following recommendations from the Audit Committee and the Committee of Independent Directors. The scheme aims to combine the businesses of both entities, which operate in similar pharmaceutical sectors, to create a stronger combined entity with increased revenue and operational synergies.

Under the amalgamation scheme, Achyut Healthcare Limited will merge into Zenith Healthcare Limited. The consideration for the merger will be discharged through the issuance of equity shares, with no cash consideration involved. Zenith Healthcare Limited will issue 119 fully paid-up equity shares of INR 1 each for every 50 fully paid-up equity shares of INR 1 each held by shareholders of Achyut Healthcare Limited. The share exchange ratio was determined based on a report dated July 14, 2026, by registered valuers Den Valuation (OPC) Private Limited and Vanshika Vijayvargiy, and a fairness opinion was issued by Aftertrade Broking Private Limited.

The merger is classified as a related party transaction since the promoters of both companies belong to the same group. However, the transaction is conducted at arm's length and does not attract Section 188 of the Companies Act, 2013, due to exemptions provided for amalgamations. The scheme requires approval from statutory and regulatory authorities, including the jurisdictional bench of the National Company Law Tribunal (NCLT), as well as consent from shareholders and creditors.

Financial and Operational Details

Achyut Healthcare Limited reported total assets of INR 3809.44 lakhs and a net worth of INR 3506.12 lakhs as of March 31, 2026. Its turnover, including other income, stood at INR 1197.15 lakhs for the twelve months ended March 31, 2026. The company is engaged in trading active pharmaceutical ingredients (APIs) and pharmaceutical products, and is establishing manufacturing facilities for tablets, capsules, and inhalation products.

Zenith Healthcare Limited, the transferee company, reported total assets of INR 1098.59 lakhs and a net worth of INR 742.42 lakhs as of March 31, 2026. Its turnover for the same period was INR 1093.65 lakhs. Zenith Healthcare focuses on manufacturing, marketing, and exporting pharmaceutical products, including therapeutic categories of tablets, capsules, and oral liquids, to 11 countries.

Shareholding Pattern

The amalgamation will alter the shareholding structure of Zenith Healthcare Limited significantly. Promoters will see their holding increase from 28.74% to 45.80%, while public shareholding will decrease from 71.26% to 54.20%. The total number of shares for Zenith Healthcare will rise to 62,81,68,660 post-merger. Achyut Healthcare Limited will be dissolved without winding up upon the scheme's effectiveness, and its shares will be cancelled.

The merger is expected to provide benefits such as enhanced product portfolios, access to larger production capacity, and a unified balance sheet to improve financial flexibility. The companies will comply with e-voting requirements, ensuring the scheme is approved only if public shareholders vote in favour.

Achyut Healthcare Limited reported a net profit of ₹31.57 lakh for the financial year ended March 31, 2026, compared to ₹51.47 lakh in the previous year. Revenue from operations surged to ₹1,159.47 lakh in FY26 from ₹304.75 lakh in FY25, driven by its pharmaceutical business segment. The board of directors approved the audited financial results for the fourth quarter and the full year on May 27, 2026.

For the quarter ended March 31, 2026, the company recorded a net profit of ₹5.67 lakh, while revenue from operations reached ₹438.64 lakh. Total income for the quarter stood at ₹452.55 lakh. The company's total expenses for the year were reported at ₹1,159.57 lakh, up from ₹331.85 lakh in the prior year.

Financial Performance

The company’s earnings per share (EPS) for the basic and diluted categories was reported at ₹0.0134 for FY26, compared to ₹0.0218 in FY25. The paid-up equity share capital increased to ₹2,413.57 lakh as of March 31, 2026, from ₹2,355.57 lakh in the previous year, following a preferential issue of 58,00,000 equity shares allotted on March 23, 2026, at an issue price of ₹6 per share.

Board Decisions and Compliance

The board approved the appointment of M/s. Mohta Khetawat & Co., Chartered Accountants, as the internal auditor for the financial year 2026-2027. The firm holds a Firm Registration Number (FRN) of 140845W. Additionally, the board authorized Managing Director and CFO Mr. Jigen J. Modi to fix the record date, book closure dates, and other logistics for the proposed Annual General Meeting. The meeting also took note of the annual disclosure of interest by directors and the declaration by independent directors.

Accounting Standards Transition

Achyut Healthcare adopted Indian Accounting Standards (Ind AS) effective from April 1, 2025, with a transition date of April 1, 2024, following its migration to the Main Board of BSE Limited. The statutory auditors, Doshi Doshi & Co., provided an unmodified opinion on the financial results, noting the first-time adoption of Ind AS. The comparative financial information for the corresponding period ended March 31, 2025, has been restated in accordance with the new standards.