Lactose India Ltd

Overview

• Amalgamation of private transferor into listed transferee; appointed date 01.10.2024; NCLT sanction obtained.

Rationale

• Aims to achieve economies of scale, expand capacity, and unlock synergies.

Key terms

• Amalgamation; Appointed date 01.10.2024; Share exchange: 0.7946 Transferee shares per Transferor.
• NCLT sanction obtained; effective upon tribunal order and filing with ROC.

Financial impact

• Share exchange ratio fixed; Transferor shareholders receive Transferee equity.
• Valuation date 23.10.2024 informs consideration.
• Differential fees/stamp duty on enhanced capital payable.

Stakeholders impact

• Shareholders of Transferor receive new equity in Transferee; employees absorbed.
• All assets, liabilities, and contracts transfer; tax liabilities shift to Transferee.
• Employees' terms remain no less favorable; continuation of business operations.

Status & Next Steps

• NCLT sanction final; Transferor to dissolve; ROC filing within 30 days.
• Share issuance to Transferor shareholders within 30 days of order.
• Transferee listings/SEBI/BSE observations addressed; final order to govern all actions.

Financial highlights

• Revenue from operations: 4,696.84 lakhs in Q1 FY27.
• Total income: 4,752.82 lakhs; QoQ +2.63%, YoY +18.7%.
• Profit before tax: 323.32 lakhs; QoQ rise from 230.89.
• Net profit after tax: 236.56 lakhs; QoQ rise from 187.69.
• EPS (basic/diluted): ₹1.88.
• Segment: Pharmaceuticals (single reportable segment).

Corporate actions & approvals

• Warrant forfeiture: 652.50 lakhs forfeited; transferred to Capital Reserve.
• Merger with Vitanosh Ingredients Pvt Ltd: Scheme approved by EGM; SEBI/NCLT approvals pending; no quarter impact.

Audit & reporting

• Independent auditor's review conducted; not a full audit; moderate assurance.
• Board approved unaudited results for quarter ended 30-Jun-2026.

Financial results

• Unaudited quarterly results for quarter ended 30 June 2026 approved with Limited Review Report.
• Revenue from operations 4,696.84 lakhs; net profit after tax 236.56 lakhs; EPS 1.88.
• Audit Committee reviewed results prior to Board approval.
• Limited Review conducted under Regulation 33 of SEBI Listing Regulations.

Major corporate actions

• Warrants forfeiture: upfront 652.50 lakhs forfeited and transferred to Capital Reserve.
• Merger with Vitanosh Ingredients Private Limited approved by EGM; awaiting regulatory approvals.
• Scheme pending SEBI and NCLT approvals; no effect on June 2026 quarter.

Meeting Details

• Board meeting on 11 Aug 2026; time not disclosed; at corporate office, 103-104, Navbharat Estates, Sewri, Mumbai.

Key Agenda Items

• Consider and approve unaudited financial results for Q1 ended 30 June 2026 with Limited Review Report.

Other Notes

• Trading window closed from 01 July 2026; reopens 48 hours after declaration of Q1 results.

Rating Action

• Agency: CRISIL Ratings Limited.
• Instrument: Long-Term Bank Facilities; rated Rs 90 crore.
• Rating: Crisil BBB-/Stable; action: Reaffirmed; outlook: Stable.
• Facility enhanced to Rs 90 crore from Rs 60 crore.

Facility Details

• Bank of Baroda cash credit Rs 35 crore.
• YES Bank cash credit Rs 25 crore.
• Bank of Baroda term loan Rs 30 crore.

Letter & Validity

• Credit Letter dated 13 July 2026, validity till 31 March 2027.

Rationale (as disclosed)

• Rationale not detailed in excerpt; reaffirmation follows facility enhancement.

Dematerialisation processing

• Dematerialisation requests processed and confirmed to depositories.
• Securities dematerialised have been listed on the stock exchange hosting the earlier listings.
• Physical certificates were mutilated and cancelled after verification; depository name substituted as registered owner within the prescribed timeline.
• No exceptions or delays were reported for the period.

Purpose of Meeting

• Approve Scheme of Amalgamation between Vitanosh Ingredients Pvt Ltd and Lactose (India) Ltd
• Scheme subject to approval of National Company Law Tribunal, Ahmedabad Bench

Key Resolutions

• Special resolution to approve the Scheme of Amalgamation was put to vote

Voting Outcome

• Resolution approved with requisite majority by shareholders
• Promoter group voted 100% in favor with 79.64% shares polled
• Public non-institutions voted 99.99% in favor with 9.40% shares polled
• No votes cast by public institutions

Shareholder Impact

• Scheme involves transfer of Vitanosh Ingredients Pvt Ltd to Lactose (India) Ltd
• No details on share exchange ratio or capital structure changes disclosed

Next Steps

• Scheme approval subject to final sanction by National Company Law Tribunal