Lactose (India) Limited approved the draft notice for its 35th Annual General Meeting and the Director's Report for FY26 during a board meeting held on August 25, 2026.

The board also finalized key audit appointments for the upcoming financial year, including the re-appointment of internal auditors and the appointment of a new cost auditor following the resignation of the previous firm.

Key Board Approvals

The meeting, which commenced at 4:00 pm and concluded at 5:00 pm in Mumbai, covered several statutory and administrative matters for FY26 and FY27.

Auditor Appointments and Resignations

The board noted the resignation of M/s. Kirit Mehta & Co., Cost Accountants, as cost auditors of the company. Subsequently, it appointed Alpesh A. Lakeshri as the cost auditor for the financial year 2026-2027.

Alpesh A. Lakeshri qualified as a CMA in June 2022 and started his practice in August 2023. Before founding his firm, he spent nearly four and a half years with Kirit Mehta & Company, supervising multiple cost audit teams.

For internal audits, the company re-appointed M/s. AMS & Co., Chartered Accountants, for FY26-27. Established in 2010, AMS & Co. is a peer-reviewed firm empaneled with the Reserve Bank of India, serving more than 150 client groups.

Governance and Remuneration

The board approved the remuneration of Mr. Atul Maheshwari, Managing Director, and Mrs. Sangita Maheshwari, Whole Time Director. It also approved the re-appointment of a director retiring by rotation.

Additionally, the board approved the Secretarial Audit Report, Internal Audit Report for FY25-26, and the Internal Audit Report for the first quarter ended June 30, 2026. The Cost Audit Report for FY25-26 was also approved.

The National Company Law Tribunal, Ahmedabad Bench, has sanctioned the scheme of amalgamation of Vitanosh Ingredients Private Limited with Lactose (India) Limited . The order, dated August 5, 2026, consolidates the operations of the two entities to enhance manufacturing scale and market access in the lactose sector.

The tribunal approved the scheme with an appointed date of October 1, 2024. Vitanosh Ingredients will be dissolved without winding up, transferring all assets, liabilities, and employees to the transferee company. Shareholders of the transferor company will receive 0.7946 equity shares of Lactose (India) for every one share held.

What the Numbers Show

The financial data reveals a significant disparity in scale between the merging entities. For FY25, Lactose (India) reported revenue from operations of ₹116.39 crore against a profit before tax of ₹6.91 crore. In contrast, Vitanosh Ingredients recorded revenue of just ₹34.68 lakh and a loss before tax of ₹23.63 lakh. This indicates the merger is primarily strategic, aimed at acquiring Vitanosh’s specialized manufacturing infrastructure rather than immediate top-line contribution.

Strategic Rationale

The amalgamation is designed to expand production capabilities and achieve economies of scale. Key operational benefits include:

• Capacity Expansion: Combined manufacturing capacity increases from 10,000 metric tonnes per annum to 15,000 metric tonnes per annum.
• Product Diversification: Integration allows for the production of both Alpha Lactose and Beta Lactose, broadening the customer base to include homeopathy and pulmonary medicine sectors.
• Time to Market: Utilizing Vitanosh’s existing facility accelerates deployment compared to building new infrastructure, which typically takes three to four years.
• Cost Synergies: Streamlined procurement and administrative functions are expected to reduce operational costs and mitigate risks associated with new plant setups.

Regulatory Compliance

The tribunal addressed several regulatory observations during the proceedings:

• Delay in Filing: The delay in filing the application beyond one year from the appointed date was condoned. The companies attributed this to procedural compliances, including obtaining no-objection letters from BSE and secured creditors.
• Accounting Adjustments: The transferor company had rectified non-provisions for gratuity liabilities for FY23-FY25 in FY26, complying with Accounting Standard-15.
• Statutory Liabilities: The transferee company undertook to preserve books of accounts and comply with all statutory laws, including income tax and GST obligations.
• Share Exchange Ratio: The ratio was determined based on valuation reports dated October 23, 2024, factoring in the market price of Lactose (India)’s shares.