MCA Approves Fast-Track Amalgamation of Two Entero Healthcare Subsidiaries with Rada Medisolutions

Entero Healthcare Solutions Limited has informed the stock exchanges that the Ministry of Corporate Affairs (MCA), through the Office of the Regional Director, Southern Region, Chennai, has approved the Scheme of Amalgamation involving two of its group subsidiaries. The confirmation order, dated April 17, 2026, was received by the company on May 05, 2026, and the disclosure was made under Regulation 30 and Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on May 06, 2026.

Scheme Overview

The approved scheme involves the amalgamation of Chethana Pharma Distributors Private Limited (Transferor Company-1) and CPD Pharma Private Limited (Transferor Company-2) with Rada Medisolutions Private Limited (Transferee Company) via the fast-track route under Section 233 of the Companies Act, 2013. The scheme was presented and approved by the respective members and creditors of all three companies as required under Section 233(1)(b) and (d) of the Companies Act, 2013.

Key details of the amalgamation are summarised below:

Parameter: Details Transferor Company-1: Chethana Pharma Distributors Private Limited (CIN: U51909KA2020PTC133694) Transferor Company-2: CPD Pharma Private Limited (CIN: U51909TN2019PTC130073) Transferee Company: Rada Medisolutions Private Limited (CIN: U51397TN2019PTC128334) Approval Route: Fast-track under Section 233, Companies Act, 2013 Confirmation Order Date: April 17, 2026 Order Received by Company: May 05, 2026 Appointed Date (Effective From): April 15, 2025 Approving Authority: Regional Director, Southern Region, MCA, Chennai

Share Capital of the Entities

All three entities are engaged in the distribution and marketing of pharmaceutical products, surgical products, and other allied services. As on the Appointed Date (April 15, 2025), both transferor companies were wholly owned subsidiaries of the Transferee Company. The share capital details of each entity, as on the date of Board approval of the scheme, are as follows:

Entity: Authorised Capital (INR) Issued, Subscribed & Paid-up Capital (INR) Chethana Pharma Distributors Pvt. Ltd. (Transferor Company-1): 30,00,000 (3,00,000 equity shares of Rs. 10/- each) 30,00,000 (3,00,000 equity shares of Rs. 10/- each) CPD Pharma Private Limited (Transferor Company-2): 25,00,000 (2,50,000 equity shares of Rs. 10/- each) 25,00,000 (2,50,000 equity shares of Rs. 10/- each) Rada Medisolutions Private Limited (Transferee Company): 80,00,000 (8,00,000 equity shares of Rs. 10/- each) 80,00,000 (8,00,000 equity shares of Rs. 10/- each)

Post-Amalgamation Capital Structure

Upon the scheme becoming effective, the authorized share capital of the Transferee Company will stand enhanced to INR 1,35,00,000/- (Indian Rupees One Crore Thirty Five Lakhs only), divided into 13,50,000 (Thirteen Lakhs Fifty Thousand) equity shares of INR 10/- each. Since both transferor companies were wholly owned subsidiaries of the Transferee Company, no new shares will be issued as consideration, and the share capital of the transferor companies shall stand cancelled upon the scheme becoming effective.

Rationale and Key Provisions

The Board of Directors of the transferor and transferee companies cited the following key rationale for the amalgamation:

Increased operational efficiencies, economies of scale, and reduction in overheads and compliance costs

Simplification of group structure by eliminating entities with similar objectives and businesses, thereby reducing corporate redundancies and duplication of administrative and regulatory compliance work

Better supervision of group business, reduction of managerial overlaps, and prevention of cost duplications

Under the scheme, all assets, liabilities, employees, contracts, legal proceedings, and tax-related matters of the transferor companies will be transferred to and vested in Rada Medisolutions Private Limited with effect from the Appointed Date. The transferor companies shall stand dissolved without being wound up upon the scheme becoming effective, as provided under Section 233(8) of the Companies Act, 2013. Accounting treatment will be carried out in accordance with Indian Accounting Standards (Ind AS) 103 — Business Combinations.

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