Orchid Pharma announced that its scheme of amalgamation with Dhanuka Laboratories Limited became effective on July 10, 2026. The merger, sanctioned by the National Company Law Tribunal (NCLT), Chennai, was finalized after the companies filed the certified copy of the NCLT order with the Registrar of Companies, Chennai. Consequently, Dhanuka Laboratories has amalgamated with Orchid Pharma and dissolved without being wound up. The Board of Directors approved the effectiveness of the scheme at its meeting held on July 10, 2026.

The appointed date for the scheme is April 01, 2024. The authorized share capital of Orchid Pharma has automatically increased to ₹164,51,00,000, divided into 16,45,10,000 equity shares of ₹10 each, following the transfer of Dhanuka Laboratories' authorized capital. Clause V of the Memorandum of Association has been updated to reflect this change.

In consultation with the amalgamating company, the record date for determining eligible shareholders for the share issuance under the scheme is fixed as Thursday, July 23, 2026. The share exchange ratio stipulates that 161 fully paid-up equity shares of face value ₹10 each in Orchid Pharma will be issued and allotted to members of Dhanuka Laboratories for every 5 fully paid-up equity shares of face value ₹100 each held in Dhanuka Laboratories.

The intimation was submitted to the National Stock Exchange of India Limited and BSE Limited in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing follows an earlier intimation regarding the NCLT order. Kapil Dayya, Company Secretary & Compliance Officer of Orchid Pharma, signed the disclosure.

Key Details of the Amalgamation

Orchid Pharma has entered into an exclusive licensing and supply agreement with Pharmasyntez JSC to commercialize Exblifep (cefepime/enmetazobactam) in Russia. The partnership represents a potential opportunity of approximately USD 178 million over the first 10 years, reflecting the scale of unmet clinical need and significant hospital procurement volumes in the Russian market. Pharmasyntez will hold exclusive rights to register and commercialize the product, while Orchid Pharma will supply the finished dosage form, subject to regulatory approval by the Ministry of Health of the Russian Federation.

Exblifep is a carbapenem-sparing antibiotic designed to treat complicated urinary tract infections (cUTI) and hospital-acquired and ventilator-associated bacterial pneumonia (HAP/VAP) caused by Gram-negative bacterial pathogens. The product is approved by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA). It is the first new chemical entity originating from an Indian pharmaceutical company to receive both approvals and is included in IDSA and EUCAST treatment guidelines.

Partnership Details

The agreement leverages Pharmasyntez's deep reach into the Russian hospital procurement system. The company operates eight manufacturing facilities across Russia with annual production exceeding 100 million packages. Its portfolio includes over 320 products, with over 77% listed on Russia's List of Vital and Essential Drugs. The key terms of the agreement are outlined below:

Strategic Significance

Manish Dhanuka, Managing Director of Orchid Pharma, stated that the partnership marks an important step in making Exblifep available to patients in Russia. He emphasized that Pharmasyntez's reach ensures the medicine reaches clinicians and patients who need it. Natalia Malykh, Vice President of Business Development at Pharmasyntez group, highlighted that antimicrobial resistance is a significant challenge and that this agreement enables Russian patients to gain access to modern antibacterial therapy.

Orchid Pharma is a fully vertically integrated pharmaceutical company focused on complex injectable antibiotics. It operates globally approved manufacturing facilities compliant with USFDA and EU-GMP standards. Sathguru Management Consultants acted as the exclusive advisor to Orchid Pharma on the transaction.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE191A01027/193bec65464647b1.pdf