Shilpa Medicare Limited has received the certified copy of the National Company Law Tribunal (NCLT) order approving its scheme of amalgamation with wholly owned subsidiary Shilpa Therapeutics Private Limited. The company informed stock exchanges BSE and NSE about this development on March 17, 2026.

NCLT Approval Details

The NCLT Bangalore bench approved the amalgamation scheme on February 27, 2026, under sections 230-232 of the Companies Act, 2013. The tribunal's order was delivered by Hon'ble Member (Judicial) Shri Sunil Kumar Aggarwal and Hon'ble Member (Technical) Shri Radhakrishna Sreepada.

Scheme Implementation

The scheme will come into effect upon filing the certified true copy of the order with the Registrar of Companies (ROC). As part of the amalgamation, all assets, liabilities, and undertakings of Shilpa Therapeutics Private Limited will be transferred to Shilpa Medicare Limited.

Key Financial Aspects

The transferor company reported employee benefit expenses of Rs.1,38,90,386 as of March 31, 2024. Under the scheme, all staff, workmen, and employees of the subsidiary will be absorbed by the parent company on terms no less favorable than their current arrangements.

Regulatory Compliance

The NCLT order addresses several compliance requirements:

• MSME Dues: Both companies have outstanding dues to Micro, Small and Medium Enterprises - Rs.25.60 lakhs for the transferor and Rs.53.13 lakhs for the transferee
• Statutory Dues: The transferor company has undisputed statutory dues of Rs.61.17 lakhs, while the transferee has Rs.3.59 crores
• FEMA Compliance: The Reserve Bank of India highlighted outstanding foreign exchange transactions requiring attention
• Employee Protection: All employees of the subsidiary will be absorbed with protected terms and conditions

Share Structure Impact

Since Shilpa Therapeutics is a wholly owned subsidiary, no new shares will be issued under the amalgamation scheme. All existing shares of the subsidiary held by Shilpa Medicare will be cancelled and extinguished. The authorized share capital of both companies will be clubbed together as part of the merger process.

Next Steps

Shilpa Medicare must file the certified copy with the ROC to make the scheme effective. The company has also provided various undertakings to regulatory authorities regarding compliance with tax obligations, FEMA regulations, and protection of employee interests. The tribunal has directed the company to comply with Section 170A of the Income Tax Act, 1961 within the prescribed period.

Shilpa Medicare Limited has received approval from the National Company Law Tribunal (NCLT), Bengaluru Bench, for the Scheme of Amalgamation with its wholly owned subsidiary, Shilpa Therapeutics Private Limited. The tribunal issued its order on February 27, 2026, sanctioning the merger with significant regulatory compliance requirements.

NCLT Approval Details

The NCLT order approves the amalgamation scheme under Sections 230-232 of the Companies Act, 2013. The tribunal has set the appointed date as April 1, 2025, replacing the originally proposed date of April 1, 2023.

Company Structure and Capital Details

Shilpa Therapeutics Private Limited, the transferor company, has an authorized share capital of ₹3.00 crores comprising equity share capital of ₹2.00 crores and preference share capital of ₹1.00 crore. The issued, subscribed and paid-up capital stands at ₹1.84 crores divided into equity shares and preference shares.

Shilpa Medicare Limited's authorized share capital has been increased to ₹56.00 crores following previous merger approvals. The company's shares are listed on both NSE and BSE.

Share Consideration and Employee Protection

Under the approved scheme, no new shares will be issued by Shilpa Medicare Limited since Shilpa Therapeutics is a wholly owned subsidiary. All shares of the transferor company held by Shilpa Medicare and its nominees will stand cancelled upon the scheme's effectiveness.

The merger ensures protection of employee interests, with all staff, workmen and employees of Shilpa Therapeutics becoming employees of Shilpa Medicare on terms not less favorable than their current conditions, without any break in service.

Regulatory Compliance and Undertakings

The company has provided comprehensive undertakings to various statutory authorities:

• FEMA Compliance: Undertaking to comply with foreign exchange regulations regarding inward and outward remittances
• MSME Dues: Commitment to settle dues to Micro, Small and Medium Enterprises as per applicable laws
• Tax Obligations: Compliance with Income Tax Act provisions and settlement of statutory dues
• Stamp Duty: Payment of differential stamp duty fees within six months of the order

Financial Performance Context

Shilpa Therapeutics reported revenue from operations of ₹2.32 crores and ₹3.07 crores for financial years ending March 31, 2023, and March 31, 2024, respectively. The company showed employee benefit expenses of ₹1.39 crores as of March 31, 2024.

The scheme will become effective once certified copies of the NCLT order are filed with the Registrar of Companies and other conditions specified in the scheme are fulfilled. The merger is expected to streamline operations and enhance operational efficiency for the combined entity.