Achyut Healthcare Limited has scheduled its 31st Annual General Meeting (AGM) for September 29, 2026. The meeting will address the reappointment of Managing Director Jigen J. Modi and two independent directors for five-year tenures.

The board of directors approved these appointments during its meeting on September 5, 2026. The reappointments require shareholder approval via special resolution under Section 196 of the Companies Act, 2013 and SEBI LODR regulations.

Key Board Decisions

The board approved the following appointments effective November 1, 2026, through October 31, 2031:

• Jigen J. Modi: Reappointed as Managing Director with a remuneration of up to ₹50,000 per month.
• Sonu Lalitkumar Jain: Reappointed as Non-Executive Independent Director with sitting fees up to ₹50,000.
• Rutvik Sanjaykumar Thakkar: Reappointed as Non-Executive Independent Director with sitting fees up to ₹50,000.

Additionally, the board considered the reappointment of Mahendra C. Raycha as a director retiring by rotation. This requires approval via an ordinary resolution.

AGM Details

The 31st AGM will be held on September 29, 2026, at 10:30 am through video conferencing or other audio-visual means (VC/OAVM). The record date for determining voting eligibility is September 22, 2026.

M/s. Kamlesh M Shah & CO., PCS has been appointed as the scrutinizer for the e-voting process. Remote e-voting will be available from September 26, 2026, to September 28, 2026, facilitated by National Securities Depository Limited (NSDL).

Director Profiles

All three directors attended eight board meetings in the preceding period. None hold equity shares in the company, except for unrelated holdings in other entities such as Zenith Healthcare Limited and JFL Lifescience Limited.

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.