Onesource Specialty Pharma Limited has announced the receipt of ‘No-objection / No Adverse Observation Letters’ from both the National Stock Exchange of India Limited and BSE Limited concerning its draft composite scheme of arrangement. This scheme involves the amalgamation (merger by absorption) of several entities, including Steriscience Specialties Private Limited and Brooks Steriscience Limited. The observation letters are valid for six months from February 25, 2026, allowing the company to proceed to the next regulatory stage with the National Company Law Tribunal.
Regulatory Milestone Achieved for Merger Scheme
Onesource Specialty Pharma Limited confirmed on February 26, 2026, that it has received the necessary preliminary clearances for its Proposed Scheme of Arrangement and Amalgamation. The requisite ‘No-objection / No Adverse Observation Letter’ was conveyed by both the National Stock Exchange of India Limited and BSE Limited via letters dated February 25, 2026.
The Proposed Scheme involves a complex composite merger by absorption amongst:
- Steriscience Specialties Private Limited (“SSPL” / Transferor Company 1)
- Brooks Steriscience Limited (“BSL” / Transferee Company 1 / Transferor Company 2)
- Steriscience Pte. Limited (“Steriscience SG” / Transferor Company 3)
- Strides Pharma Services Private Limited (“SPSPL” / Transferor Company 4)
- Onesource Specialty Pharma Limited (“Onesource” / Transferee Company 2)
Path Forward and Validity
The observation letters are valid for a period of six months from the date of issuance, meaning the Scheme must be submitted to the Hon’ble National Company Law Tribunal (NCLT) by August 25, 2026. These letters will be placed before the Board of Directors of all involved companies to determine the subsequent steps.
The announcement emphasizes that the scheme remains subject to securing final statutory and regulatory approvals, including those from the NCLT – Mumbai and the Singapore Court.
Conditions and Disclosures Imposed by Exchanges
Both exchanges detailed numerous conditions that the company must adhere to while seeking final approval. Key requirements mandated by the Stock Exchanges include:
- Shareholding Disclosure: The company must prominently disclose the pre- and post-scheme shareholding pattern of Promoter/Promoter Group and Public Shareholders on the first page of the notice convening the shareholders meeting. This disclosure must clearly explain any resulting increase in promoter shareholding and its impact on public shareholders’ rights and value.
- Financial Details: Financials utilized for the valuation report must not be older than six months. Furthermore, disclosures must be made regarding the accumulated losses of the transferor entities being merged and the impact of the merger on Onesource’s reserves.
- Share Issuance: Any proposed equity shares issued under the Scheme must be mandatorily in demat form only.
- Ongoing Compliance: The entity must disclose details of any ongoing adjudication, recovery proceedings, or enforcement actions against the company, its promoters, or directors before the NCLT and shareholders.
- Incorporation of Observations: The observations made by the Exchanges must be explicitly incorporated into the petition filed before the NCLT.
The exchanges explicitly noted that their letters do not constitute final approval; they merely enable the company to proceed with the filing before the NCLT, clearing the path under the specific listing regulations.
Source: BSE
