Aurobindo Pharma Ltd. has announced the approval of an internal corporate restructuring involving three of its Eugia group companies. The Board of Directors has approved a proposal to merge Eugia Steriles Private Limited and Eugia SEZ Private Limited, both step-down wholly owned subsidiaries, into Eugia Pharma Specialities Limited, a wholly owned subsidiary of Aurobindo Pharma.

The proposed Scheme of Amalgamation will be filed before the National Company Law Tribunal (NCLT), Hyderabad, for the necessary approvals.

The announcement was made through a regulatory filing with both the NSE and BSE on August 5, 2026.

Companies Involved in the Merger

The proposed amalgamation includes:

• Transferee Company
  • Eugia Pharma Specialities Limited
  • Incorporated on April 17, 2013
  • Wholly owned subsidiary of Aurobindo Pharma
• Transferor Company 1
  • Eugia Steriles Private Limited
  • Incorporated on July 5, 2020
  • Step-down wholly owned subsidiary
• Transferor Company 2
  • Eugia SEZ Private Limited
  • Incorporated on February 20, 2021
  • Step-down wholly owned subsidiary

All three companies operate in the injectable pharmaceutical manufacturing business.

FY26 Turnover of the Companies

The financial performance of the three companies for FY2025-26 is as follows:

The figures indicate that Eugia Pharma is the primary operating company, while the other two entities support its injectable manufacturing operations.

Why is Aurobindo Pharma Undertaking This Merger?

According to the company, the restructuring aims to simplify the existing corporate structure by combining three companies engaged in substantially similar businesses into a single legal entity.

The merger is expected to deliver several strategic benefits, including:

• Simplified group structure
• Elimination of duplicate corporate functions
• Lower administrative and compliance costs
• Better treasury and cash management
• Improved operational efficiency
• Enhanced business synergies
• Streamlined decision-making
• More efficient utilization of resources

Such internal consolidations are common among large pharmaceutical companies seeking to improve operational efficiency and reduce costs.

Is This a Related Party Transaction?

Yes.

Since the transaction is between wholly owned subsidiaries within the Aurobindo Pharma group, it qualifies as a related-party transaction.

However, under:

• Section 188 of the Companies Act, 2013, and
• Regulation 23(5)(b) of the SEBI Listing Regulations,

transactions among wholly owned subsidiaries and their holding company are exempt from the related-party transaction provisions.

Will Shareholders Receive Any Shares?

No.

Since this is an internal group restructuring:

• No cash consideration will be paid.
• No share exchange ratio has been prescribed.
• No new shares will be issued.
• There will be no dilution of existing shareholders.

The merger is purely an internal reorganization.

Impact on Aurobindo Pharma Shareholders

Aurobindo Pharma clarified that it is not directly a party to the Scheme of Amalgamation.

As a result:

• The company’s shareholding pattern will remain unchanged.
• Existing investors will not experience any dilution.
• There will be no immediate impact on listed equity shareholders.

The restructuring is intended to improve operational efficiency rather than alter ownership.

Regulatory Approval Process

Before becoming effective, the Scheme of Amalgamation will require approval from:

• National Company Law Tribunal (NCLT), Hyderabad
• Other statutory and regulatory authorities, as applicable

The merger will take effect after all necessary approvals are obtained.