Venmax Shareholders Approve Hatri Pharma Merger Plan

Shareholders clear the proposed scheme

Venmax Drugs & Pharmaceuticals Limited said its equity shareholders approved the proposed Scheme of Amalgamation with Hatri Pharma Private Limited on October 24, 2026. The approval came at a meeting convened under directions of the National Company Law Tribunal, Hyderabad Bench-II. Hatri Pharma is the transferor company under the scheme, while Venmax Drugs is the transferee company. The transaction is being undertaken under Sections 230 to 232 of the Companies Act, 2013. The shareholder approval is an important procedural stage for the proposed corporate restructuring. It does not by itself complete the amalgamation. The scheme will remain subject to NCLT sanction and other approvals applicable to the transaction.

NCLT-directed virtual meeting

The equity shareholders' meeting was held on Saturday, October 24, 2026, at 12:30 p.m. IST. It was conducted through video conferencing and other audio-visual means, as directed by the tribunal. Ms. Sarvani Desiraju, appointed by the NCLT, chaired the meeting. The tribunal had issued its order on September 7, 2026, requiring Venmax to convene the meeting. The order followed the disposal of Case Application CA (CAA) 30/230/HDB/2026. The court-convened meeting provided shareholders with the formal forum to consider the amalgamation proposal.

How shareholders cast their votes

Venmax provided remote e-voting facilities through Central Depository Services Limited, or CDSL. Remote e-voting was available from October 21 to October 23, 2026. Shareholders attending the virtual meeting who had not voted remotely were permitted to vote during the session. Ms. Kruthi Kalaga was appointed as scrutinizer for the voting process. The scrutinizer will collate the results, which are to be announced on the company's website and the BSE portal. The disclosed information does not state the detailed voting tally or the number of shares cast in favour or against the scheme.

Approval threshold under the scheme

The scheme documents said approval required a majority of shareholders representing three-fourths in value of the equity shareholders voting on the proposal. This means the value of shares represented in the vote was material, in addition to the number of shareholders participating. The requirement follows the process for arrangements and amalgamations under the Companies Act. The shareholder vote was therefore a required step before Venmax could seek the next stages of implementation. A failure to secure the prescribed threshold would have prevented the proposal from proceeding in its stated form. Venmax has now disclosed that equity shareholders approved the scheme at the October 24 meeting.

Share exchange proposed for Hatri Pharma

Under the proposed scheme, Hatri Pharma's 2.373 crore equity shares are to be exchanged for an equal number of Venmax shares. The exchange remains subject to the approvals and sanctions required for the scheme to take effect. The available information describes the transaction as an amalgamation of Hatri Pharma into the listed Venmax entity. It also identifies backward integration, operational efficiencies and vertical consolidation as the stated rationale for the proposal. No standalone valuation details, financial projections or post-merger earnings estimates were provided in the supplied disclosures. Investors will need to rely on the final scheme documents and subsequent company filings for further transaction details.

Earlier changes to Venmax share capital

The amalgamation proposal has moved through earlier corporate and regulatory steps during 2026. In March, Venmax's board approved amendments to the share capital clause in the draft scheme. The amended issued, subscribed and paid-up capital was stated at ₹11.58 crore, compared with ₹8.00 crore under the earlier structure. The authorised share capital remained unchanged at ₹22.00 crore. The changes reflected the conversion of 63.44 lakh equity share warrants, while 36.81 lakh warrants remained pending conversion. These amendments were made in continuation of the draft scheme initially submitted in November 2025.

Consent reported at Hatri Pharma

Disclosures relating to the transaction said Hatri Pharma had 57 shareholders holding ₹23.73 crore in equity, all of whom had consented to the scheme. The same disclosures reported that 91.51% of trade creditors by value had consented. Venmax's public shareholding was stated at 89.54%, with the promoter group holding 10.46%. These details provide context on the shareholder and creditor position disclosed before the Venmax equity shareholder meeting. However, they do not replace the approvals required from Venmax shareholders and the NCLT. The final legal effectiveness of the scheme will depend on the completion of the remaining process.

What the approval means for investors

For Venmax shareholders, the October 24 approval moves the proposal beyond the court-convened voting stage. The transaction remains under consideration until the applicable subsequent approvals, including NCLT sanction, are received. No share-price movement, revenue impact or financial performance effect was disclosed in the information provided. As a result, the immediate market relevance is procedural rather than a confirmed financial outcome. Investors can monitor Venmax's website and BSE filings for the scrutinizer's results and updates on the next regulatory steps. The company has not disclosed a final implementation date for the amalgamation.

Next steps after the meeting

The scrutinizer is expected to collate the voting results for publication by Venmax. Following this, the scheme will need to proceed through the remaining approval process as applicable. NCLT sanction is specifically identified as a necessary subsequent step. Only after the required approvals and conditions are fulfilled can the amalgamation be implemented. Venmax's shareholder approval establishes support for combining Hatri Pharma with the listed company, but it is not the final completion of the merger. The next confirmed updates will be the voting outcome disclosure and any filings on NCLT sanction or implementation.