Shilpa Medicare: NCLT Approves Merger With Shilpa Therapeutics
Shilpa Medicare Limited has secured NCLT Bengaluru Bench approval for its merger with wholly owned subsidiary Shilpa Therapeutics Private Limited. The tribunal order dated February 27, 2026, sets the appointed date as April 1, 2025, with comprehensive regulatory compliance requirements including settlement of outstanding MSME and statutory dues totaling several crores.
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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.
| Parameter: | Details |
|---|---|
| Order Date: | February 27, 2026 |
| Appointed Date: | April 1, 2025 |
| Transferor Company: | Shilpa Therapeutics Private Limited |
| Transferee Company: | Shilpa Medicare Limited |
| Tribunal: | NCLT Bengaluru Bench |
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
| Outstanding Dues Category: | Amount (₹) |
|---|---|
| Transferor Company MSME Dues: | 25.60 lakhs |
| Transferee Company MSME Dues: | 53.13 lakhs |
| Transferor Company Statutory Dues: | 61.17 lakhs |
| Transferee Company Statutory Dues: | 3.59 crores |
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.
Historical Stock Returns for Shilpa Medicare
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +2.57% | -1.11% | +3.42% | -61.54% | +4.04% | +68.53% |
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