Lactose (India) 2026: NCLT clears Vitanosh merger

Key development from the Ahmedabad bench

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned the scheme of amalgamation of Vitanosh Ingredients Private Limited with Lactose (India) Limited. The order is dated August 5, 2026, and makes the scheme binding on the petitioner companies, their shareholders and creditors. The amalgamation is positioned as a consolidation move in the lactose segment to strengthen manufacturing scale and widen market access. The tribunal also condoned the delay in filing the Company Application and Company Petition connected with the scheme.

The matter was considered as Company Petition CP(CAA)/19(AHM)2026 in CA(CAA)/3(AHM)2026, filed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The bench comprised Judicial Member Shammi Khan and Technical Member Sanjeev Sharma. The tribunal recorded that the scheme was, on a prima facie basis, beneficial to the companies and not prejudicial to shareholders or creditors.

Appointed date and what it means

The approved scheme carries an appointed date of October 1, 2024. In its order, the tribunal made the amalgamation effective from this appointed date, subject to the scheme becoming effective in accordance with its terms. The appointed date is central for accounting and operational alignment under the scheme, and it is the date from which the transfer and vesting provisions are intended to apply.

The order notes that the scheme’s effectiveness is linked to completion of steps set out in the scheme and the directions in the NCLT order. The tribunal’s sanction also states that the scheme is binding on the companies, shareholders and creditors. This legal clarity is typically important for subsequent filings, issuance of shares under the swap ratio, and transfer of contracts and licences.

What the NCLT specifically approved

The NCLT directed that Vitanosh Ingredients Private Limited, the transferor company, be dissolved without winding up. It further directed that the properties, rights, powers, liabilities, duties, contracts, proceedings, licences and other specified interests of the transferor company transfer to and vest in Lactose (India) Limited, the transferee company.

The tribunal recorded that there were no adverse observations in the reports of the Regional Director, Registrar of Companies and the Official Liquidator that would prevent sanction of the scheme. The order also references the Supreme Court ruling in Miheer H. Mafatlal v. (1997) 1 SCC 579 while addressing the commercial wisdom aspect. After examining the record and statutory compliances, the tribunal sanctioned the scheme subject to directions contained in the order.

Share swap ratio for Vitanosh shareholders

A central element of the scheme is the approved share exchange ratio. Under the scheme, shareholders of Vitanosh Ingredients will receive 0.7946 equity shares of face value Rs. 10 each of Lactose (India) Limited for every one fully paid-up equity share of face value Rs. 10 held in Vitanosh Ingredients. This share swap is subject to the scheme’s terms.

The order directs Lactose (India) to issue shares as per the approved ratio and to give effect to the scheme in accordance with its terms and directions in the order. For investors tracking the impact on shareholding structure, the article text also indicates an expectation that the promoter group’s shareholding could rise to 58.84% from 53.65% following the transaction.

Employees and ongoing operations

The scheme provides that employees of the transferor company will become employees of the transferee company from the appointed date without interruption of service. The order specifies that the terms and conditions should be no less favourable, as set out in the scheme and reflected in the tribunal’s directions.

Operationally, the amalgamation is described as a move to consolidate operations in the lactose sector and improve manufacturing scale and market access. Separately, the broader merger narrative available in the text indicates that the transaction is intended to lift Lactose (India)’s manufacturing capacity by 50%, from 10,000 MT to 15,000 MT per annum for lactose products.

Approvals timeline before the final sanction

Before the August 5, 2026 sanction, the scheme moved through multiple steps and disclosures. The text references a no-objection from BSE dated August 22, 2025, and states that the first motion was cleared by NCLT Ahmedabad on February 13, 2026. Lactose (India) also held an NCLT-convened meeting of equity shareholders virtually on March 28, 2026, lasting 21 minutes from 10:30 AM to 10:51 AM IST.

Remote e-voting concluded on March 27, 2026, and results were to be reported to the NCLT and publicly disclosed by March 30, 2026. The scheme was also described as being pending final approvals from the Securities and Exchange Board of India (SEBI) and NCLT in earlier context, but the same text later provides the NCLT’s sanction order dated August 5, 2026.

Financial snapshot: FY25 and Q1 ended June 30, 2026

Lactose (India) reported revenue from operations of Rs. 116.39 crore for FY25, along with profit before tax of Rs. 6.91 crore. For the first quarter ended June 30, 2026, the company reported net profit of Rs. 2.37 crore, a 58% increase from Rs. 1.50 crore in the corresponding quarter last year.

For the same quarter, revenue from operations rose 19% year-on-year to Rs. 46.97 crore, with the increase attributed in the text to stronger operational performance in the pharmaceutical segment. The text also provides an unaudited Q2 (September 2025) revenue figure of Rs. 41.18 crore and net profit after tax of Rs. 2.16 crore, along with basic EPS of Rs. 1.71.

Separate corporate action: forfeiture of warrants

In another corporate action referenced in the text, the board approved the forfeiture of 15,00,000 convertible share warrants that had been issued on December 5, 2024. These warrants were issued at Rs. 174 each and expired on June 5, 2026 without being exercised by the allottees.

As a result, the upfront amount received at allotment, Rs. 6.53 crore (25% of the issue price), was forfeited and transferred to Capital Reserve in compliance with SEBI regulations. This is distinct from the amalgamation but is part of the company’s broader set of corporate disclosures during the same period.

What the transferor’s losses imply for the combined entity

The text states that Lactose (India) will assume Vitanosh Ingredients’ net loss of Rs. 1.96 crore from FY2025. It also references that Vitanosh reported a H1 (September 2025) loss of Rs. 1.40 crore. These figures highlight why investors may focus on integration execution and the post-merger financial profile, especially alongside the planned scale-up in capacity.

Listed market details mentioned in disclosures

As per the provided market identifiers, Lactose (India) Limited is listed on BSE Ltd. and is not listed on NSE. The BSE code is 524202 and the ISIN is INE058I01013. The face value of equity shares is Rs. 10 and the market lot is 1.

Key facts at a glance

Why the order matters for investors

For Lactose (India), the NCLT order provides legal approval for consolidating Vitanosh into the listed entity, including transfer of assets, liabilities and employees. The share swap ratio is now backed by the tribunal’s sanction, which is a critical step for implementing the transaction.

The same period also includes operational updates such as higher quarterly profit and revenue, and the forfeiture of warrants with transfer of the upfront amount to Capital Reserve. Together, these disclosures add context for tracking capital structure changes, integration steps and operating performance.

Conclusion

NCLT Ahmedabad’s August 5, 2026 order sanctions the amalgamation of Vitanosh Ingredients into Lactose (India) with effect from the appointed date of October 1, 2024, and directs dissolution of the transferor without winding up. The scheme includes a 0.7946 share exchange ratio and transfer of all assets, liabilities and employees to Lactose (India). Next milestones will be the company’s execution of the order’s directions and completion of scheme steps as specified in the sanctioned arrangement.