Zenith Health Care Ltd has approved a scheme to amalgamate Achyut Healthcare Limited with and into the company to enhance operational efficiency and simplify the group structure. The board approved the merger at its meeting held on July 14, 2026, following recommendations from the Audit Committee and the Committee of Independent Directors. The amalgamation will result in the issuance of equity shares by Zenith Health Care to the shareholders of Achyut Healthcare, which will subsequently dissolve without winding up.

The transaction is classified as a related party transaction as both entities fall under the same promoter group. However, the consideration will be discharged on an arm's length basis based on a valuation report dated July 14, 2026 from Den Valuation (OPC) Private Limited and Vanshika Vijayvargiy. Aftertrade Broking Private Limited also issued a fairness opinion regarding the share exchange ratio. The scheme is subject to requisite approvals from statutory and regulatory authorities, including the jurisdictional bench of the National Company Law Tribunal (NCLT), as well as shareholder and creditor consent.

Share Exchange Ratio and Financials

No cash consideration is payable under the scheme. Upon effectiveness, Zenith Health Care 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 in Achyut Healthcare. As of March 31, 2026, Achyut Healthcare reported total assets of INR 3809.44 lakhs and a net worth of INR 3506.12 lakhs, while Zenith Health Care reported total assets of INR 1098.59 lakhs and a net worth of INR 742.42 lakhs.

Rationale and Synergies

The merger aims to combine the businesses of both companies, which operate in similar pharmaceutical sectors. Achyut Healthcare is engaged in trading active pharmaceutical ingredients (APIs) and is establishing manufacturing facilities for tablets, capsules, and inhalation products. Zenith Health Care manufactures and exports pharmaceutical products, including tablets, capsules, and oral liquids, to 11 countries. The amalgamation is expected to unlock new market opportunities, optimize manufacturing capacity, and create a stronger balance sheet for the combined entity.

Shareholding Pattern

The amalgamation will alter the shareholding pattern of Zenith Health Care significantly. The total number of shares will increase from 5,37,39,000 to 62,81,68,660. Promoter holding is set to rise from 28.74% to 45.80%, while public shareholding will decrease from 71.26% to 54.20%.

The scheme will be filed with BSE Limited to obtain a no-objection letter. Both companies will comply with requirements for providing e-voting facilities, acting on the scheme only if public shareholder votes in favour exceed those against it.

Zenith Health Care reported a net profit of ₹0.51 lakh for the financial year ended March 31, 2026, a decline from ₹6.70 lakh in the previous year. Revenue from operations for FY26 stood at ₹1,052.22 lakh, compared to ₹1,132.97 lakh in FY25. The Board of Directors approved the audited financial results for the quarter and year ended March 31, 2026, during a meeting held on May 29, 2026.

The company’s performance for the fourth quarter (Q4FY26) showed a net loss of ₹34.20 lakh, contrasting with a net profit of ₹10.97 lakh in the same period of the previous year. Revenue for Q4FY26 was ₹262.15 lakh, down from ₹342.53 lakh in Q4FY25. The Statutory Auditors, M/s. Doshi Doshi & Co., issued an audit report with an unmodified opinion on the standalone financial results.

Re-appointment of Joint Managing Director

The Board approved the re-appointment of Mr. Akshit Mahendra Raycha as Joint Managing Director for a further period of three years, effective from May 29, 2026, to April 28, 2029. The Nomination and Remuneration Committee recommended the appointment, which is subject to shareholder approval via a special resolution at the ensuing Annual General Meeting. The company will seek this approval within 90 days as per SEBI (LODR) regulations.

Mr. Raycha’s remuneration is set at up to ₹2,00,000 per month, totaling ₹24,00,000 per annum, reflecting an annual increase of ₹9,00,000. He is the son of Mahendra C. Raycha, the Chairman & Managing Director, and holds directorships in Zenith Lifecare Private Limited, Zenith Medicine Private Limited, and Achyut Healthcare Limited.

Internal Auditor Appointment

The Board appointed Mr. Tanaykumar Mohta as the Internal Auditor for FY27. The appointment is for a term of 12 months covering the financial year 2026-27. Mr. Mohta is a Chartered Accountant with membership number 164122 and firm registration number 140845W, possessing expertise in direct and indirect taxation, internal audits, and financial management.

Other Board Decisions

The Board approved the related party transactions entered into during the half-year ended March 31, 2026, and authorized the Managing Director to fix the record date and other details for the upcoming Annual General Meeting.

Financial Summary for FY26