NATCO Pharma Limited has announced that its board of directors approved a comprehensive scheme of arrangement for the demerger of its agrochemicals business into Natco Crop Health Sciences Limited during their meeting held on March 24, 2026. The board also approved the incorporation of a new subsidiary in Nigeria and the liquidation of its Australian subsidiary.

Scheme of Arrangement Approval

The board of directors formally approved the scheme of arrangement between NATCO Pharma Limited and Natco Crop Health Sciences Limited under Sections 230 to 232 of the Companies Act, 2013, after considering recommendations from the Audit Committee and Committee of Independent Directors. The appointed date under the scheme is October 1, 2026.

Financial Performance of Demerged Division

The agrochemicals business division recorded a turnover of ₹60.62 crore as of March 31, 2025, representing 1.48% of the company's total turnover. The demerger involves transferring the entire agrochemicals undertaking, including business operations, assets, and liabilities, to the resulting company on a going concern basis.

Business Rationale and Strategic Benefits

The board believes that the risk and reward associated with pharmaceutical and agrochemicals business verticals are different. The demerger aims to segregate the agrochemicals undertaking to facilitate focused growth, operational efficiencies, and business synergies. The company intends to retain 20% shareholding in the resulting company to continue offering support to the agrochemicals business during its early growth stages.

Shareholding Structure Post-Demerger

Following the scheme implementation, shareholders of the demerged company will directly hold approximately 80% in the resulting company, proportionate to their existing shareholding. The remaining 20% stake in the resulting company will be retained by NATCO Pharma Limited, ensuring continued strategic support for the agrochemicals business.

Subsidiary Operations Restructuring

The board approved the incorporation of NATCO Pharma Nigeria Limited as a wholly owned subsidiary with an investment not exceeding USD 100,000. The new subsidiary will operate in the pharmaceuticals sector. Simultaneously, the board decided to liquidate Natco Pharma Australia Pty Ltd due to lack of economic viability and to avoid administrative costs, with closure expected by September 2026.

Regulatory Compliance and Next Steps

The company will seek no-objection letters from NSE and BSE pursuant to Regulation 37 of SEBI LODR Regulations. The scheme requires approvals from shareholders, creditors, and the National Company Law Tribunal. Upon scheme effectiveness, Natco Crop Health Sciences Limited will apply for listing on both stock exchanges. The board meeting commenced at 2:45 PM and concluded at 4:10 PM on March 24, 2026.

Natco Pharma has announced significant changes to its international operations, revealing plans to establish a new subsidiary in Nigeria while simultaneously exiting the Australian market.

Nigeria Expansion Plans

The pharmaceutical company has outlined its strategy to set up a fully owned subsidiary in Nigeria, demonstrating its commitment to expanding operations in the West African market. The investment framework for this new venture has been structured with a ceiling of up to $100,000.

Australian Operations Wind-Down

In contrast to its expansion plans in Nigeria, Natco Pharma has decided to liquidate its fully owned subsidiary in Australia. This strategic decision represents a complete exit from the Australian pharmaceutical market, indicating a reallocation of the company's international resources and focus.

Strategic Restructuring Overview

The dual announcement reflects Natco Pharma's strategic restructuring of its global operations. The company is simultaneously entering a new market while consolidating its presence by exiting another, suggesting a focused approach to international expansion and resource optimization.

These corporate developments indicate Natco Pharma's strategic pivot in its international operations, with the company choosing to invest in emerging markets while streamlining its global footprint through selective market exits.