Orchid Pharma-Dhanuka merger: NCLT nod, ₹1,500cr

Key development: NCLT clears Orchid Pharma amalgamation

Orchid Pharma Limited has received approval from the National Company Law Tribunal (NCLT), Chennai Bench, for the Scheme of Amalgamation of Dhanuka Laboratories Limited with Orchid Pharma Limited. The company disclosed the update under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The order was pronounced on June 05, 2026 and later made available on the NCLT website on June 11, 2026. The development marks a key regulatory milestone for a merger that Orchid Pharma has described as part of a longer strategic plan. The transaction aims to combine the businesses of the two entities into a single listed company structure.

Order dates and the scheme’s appointed date

As per the disclosed scheme, the ‘Appointed Date’ has been fixed as April 01, 2024. Orchid Pharma has said the scheme will become effective only after completion of the remaining procedural steps. One of the stated steps is registration of the certified NCLT order with the Registrar of Companies (RoC), Chennai. The company also said it will intimate the stock exchanges once the amalgamation becomes effective. While the order has been sanctioned by the NCLT, the effective date is tied to these post-order filings and compliances.

How the merger process unfolded

Orchid Pharma indicated that the merger is part of a strategic plan initiated in May 2019. In its disclosures, the company also noted that it initiated the merger petition process with Dhanuka Laboratories in March 2026. On March 18, 2026, Orchid Pharma informed exchanges that the final order on the scheme had been reserved for formal pronouncement by the NCLT and that it would notify the exchanges upon receipt of the order copy.

Following this, the NCLT sanctioned the scheme on June 05, 2026. The order was uploaded on the NCLT’s website on June 11, 2026, and the company’s update dated June 12, 2026 highlighted receipt and availability of the order copy. Across these updates, Orchid Pharma has consistently positioned the scheme as a structured amalgamation involving both companies, their shareholders, and creditors.

What the NCLT order covers

The NCLT’s approval followed review inputs from statutory authorities, according to the company’s disclosures. The Income Tax Department indicated no objection, subject to certain conditions, while reserving the right to pursue independent proceedings. The Official Liquidator also raised no objection, contingent upon undertakings regarding employee protection and fixing of record dates. The Tribunal’s order, as described by the company, confirms that the scheme is not detrimental to the interests of members and that statutory compliances have been met.

Transfer of business, liabilities, and ongoing cases

Upon the scheme becoming effective, all properties, rights, interests, liabilities, powers, engagements, obligations, and duties of Dhanuka Laboratories Limited will be transferred to and vested in Orchid Pharma Limited. Orchid Pharma also stated that Dhanuka Laboratories’ business will be transferred on a going concern basis. The disclosures add that all pending proceedings, whether civil or criminal, will continue by or against the amalgamated entity. This continuity clause is typical in court-approved amalgamations and is meant to avoid legal discontinuity due to a corporate restructuring.

Employee continuity commitments

Orchid Pharma has stated that all employees of Dhanuka Laboratories in service on the day immediately preceding the effective date will become employees of Orchid Pharma without break or interruption in service. The disclosure also states that these employees will retain their existing benefits. This aligns with the undertakings referenced in the Official Liquidator’s observations, as described by the company. The employee continuity terms are relevant for operational stability, especially when the amalgamating company is being transferred as a going concern.

Share exchange ratio and capital restructuring details

The scheme includes a share capital restructuring at Dhanuka Laboratories, based on the valuation report cited by Orchid Pharma from SSPA & Co. Registered Valuers. Dhanuka Laboratories’ equity shares will be restructured from a face value of ₹100 to a face value of ₹10.

The share exchange ratio disclosed is as follows: for every 5 fully paid-up equity shares held in Dhanuka Laboratories, shareholders will receive 161 fully paid-up equity shares in Orchid Pharma, each with a face value of ₹10. Orchid Pharma has also said it will file a revised Memorandum and Articles of Association to expand its authorised capital structure, indicating that the combined entity’s capital needs will be aligned to the post-merger share issuance and corporate structure.

Financial goals outlined for the combined entity

Orchid Pharma has stated that the combined entity is targeting annual sales turnover of ₹1,400 to ₹1,500 crore and projected EBITDA of ₹200 to ₹250 crore. The company described these targets as part of the merger’s strategic rationale. These numbers are presented as aims for the merged entity, not historical financial performance. Investors typically track such disclosures to understand management’s stated intent and operating scale expectations once the scheme is effective.

Stock market reaction and what investors tracked

On June 12, 2026, Orchid Pharma’s shares on the NSE were trading at ₹911.30 at 1:36 PM, up 7.73% from the previous close, according to the disclosed update. The price move came alongside the company’s communication on the NCLT order and the merger’s regulatory progress. Beyond the price action, the market focus remains on the effective date process, including RoC registration and subsequent exchange disclosures when the scheme becomes fully effective.

Snapshot table: key facts disclosed by the company

Company and registrar contact details disclosed

Orchid Pharma’s disclosure also includes corporate contact details.

• Registered Office: Plot Nos. 121-128, 128A-133, 138-151, 15, SIDCO Industrial Estate, Alathur, Chengalpattu, Tamil Nadu, 600110 | Tel: 27444471 | Fax: 28211002 | Email: corporate@orchidpharma.com | Website: http://www.orchidpharma.com
• Registrars: A-387, Dilkhush Industrial Area, GT Karnal Road, Delhi 110033, Delhi | Tel: 011-42390909 | Fax: 011-42390830 | Email: info@abhipra.com

Why the approval matters and what comes next

The NCLT sanction is a necessary step for implementing a court-approved amalgamation, but the scheme becomes effective only after procedural filings, including RoC registration of the certified order. Orchid Pharma has also indicated upcoming corporate actions such as filing revised constitutional documents to expand authorised capital.

In the near term, the market will watch for Orchid Pharma’s confirmation that all stipulated steps have been completed and for the company’s formal intimation to the stock exchanges on the scheme becoming effective, consistent with its disclosures.