Final Order of NCLT Hyderabad Bench on Scheme of Amalgamation (Digital Copy)
Awaiting price reaction for this filing.
The NCLT Hyderabad Bench, through an order dated October 13, 2025 (uploaded on October 16, 2025), has approved the Scheme of Amalgamation merging Medinova Diagnostic Services Ltd (MDSL) into Vijaya Diagnostic Centre Ltd (VDCL), with an appointed date of April 1, 2024. VDCL already holds 62.14% in MDSL, making this a parent-subsidiary amalgamation between two listed companies (MDSL on BSE, VDCL on BSE and NSE). MDSL has 99.81 lakh equity shares of Rs 10 each; VDCL has about 10.26 crore shares of Rs 1 each, and the valuation report setting the share swap ratio was placed before the Tribunal. The scheme received no adverse observations from BSE and NSE, and shareholders and creditors voted in favor. The merger aims to consolidate diagnostic operations, unlock cost and revenue synergies, and simplify the group structure. The scheme becomes effective only after the certified NCLT order is filed with the RoC Hyderabad.
MDSL shareholders will receive VDCL shares in exchange at a valuation-determined swap ratio, and MDSL shares are likely to be delisted from BSE once the scheme becomes effective. For VDCL shareholders, the merger consolidates the diagnostic business under one listed entity, which should simplify the group structure but is also a related-party transaction so the swap ratio and accounting treatment are the key items to monitor.