Mankind Pharma to absorb Bharat Serums’ business through voluntary liquidation, bypassing NCLT merger route

Mankind Pharma will take over the entire business of Bharat Serums and Vaccines Limited (BSVL) through a voluntary liquidation of the subsidiary rather than a court-sanctioned scheme of arrangement, disclosures reviewed by insolvencytracker.in show — an integration route that sidesteps the NCLT approval process that ordinarily governs group mergers.

BSVL, which Mankind acquired for Rs 13,768 crore in October 2024, commenced voluntary liquidation on 7 September 2026 under Section 59 of the Insolvency and Bankruptcy Code, 2016. The Form A public announcement, issued on 8 September under Regulation 14 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, sets 7 October 2026 as the last date for stakeholders to submit proofs of claim.

The mechanism

The structure was set out in a Mankind board disclosure dated 26 August 2026. Under that plan, BSVL’s business will be distributed to Mankind on a going-concern basis, immediately upon receipt of the necessary approvals and documents — including licences, permits, authorisations, consents and no-objection certificates — in Mankind’s name. BSVL will then be dissolved, and the shares held in it cancelled.

The disclosure also clarifies a shareholding detail not visible in the Form A. Mankind holds 96 per cent of BSVL directly; the remaining 4 per cent sits with Appian Properties Private Limited, itself a wholly owned Mankind subsidiary. Appian will not receive a share of the business. It is to be paid cash equivalent to 4 per cent of BSVL’s fair value, determined by a valuation report to be obtained from an independent valuer.

Mankind describes BSVL as a material wholly owned subsidiary, which is accurate on a look-through basis even though the direct holding is 96 per cent.

Why this route matters

Using Section 59 as an integration tool, rather than Sections 230 to 232 of the Companies Act, 2013, is the notable feature here. A scheme of amalgamation would have required NCLT sanction, with the attendant notice, objection and hearing timelines. A solvent voluntary liquidation runs administratively, through a liquidator, with no tribunal involvement until the final dissolution application.

The trade-off is that a liquidation distributes assets rather than transferring an undertaking by operation of law. That places the burden on obtaining fresh licences, permits and consents in Mankind’s name — a material exercise for a business with manufacturing at Ambernath in Maharashtra and Aachen in Germany, and product registrations across more than 70 countries. Mankind’s own filing makes the distribution conditional on exactly those documents being received.

Section 59 is available only to a corporate person that has committed no default, and requires a majority of directors to declare on affidavit that the company can pay its debts in full from the proceeds of its assets. This is a solvent wind-up, not a distress proceeding.

Stated rationale

Mankind’s annexure to the 26 August filing lists the expected benefits: operational efficiency and better use of resources currently split across two legal entities; improved execution capability and therapy leadership from pooling human capital; and further gains from improved cash management, reduced compliance requirements, enhanced governance and rationalisation of expenses.

The filing states that no benefit accrues to the promoter or promoter group from the restructuring, and that there will be no change in Mankind’s own shareholding pattern.

Liquidator and claims

The liquidator is IPE – Excel Restructuring Advisory LLP (formerly DMKH Insolvency Resolution Services LLP), acting through its designated partner Dilipkumar Natvarlal Jagad.

Claims are to be routed to claims@bsvgroup.com, at the liquidator’s address at 105 and 106, Midas Tower, Sahar Plaza, Andheri Kurla Road, Andheri East, J.B. Nagar, Mumbai 400059. Financial creditors must submit proofs of claim by electronic means only; other stakeholders may file in person, by post or electronically.

BSVL’s registered office is at 3rd Floor, Liberty Tower, Plot No. K-10, Kalwa Industrial Estate, Airoli, Thane 400708. Its corporate identity number is U74110MH1993PLC075088.

Sequence of approvals

Mankind told the exchanges on 7 September that BSVL’s members, at an extraordinary general meeting held that day, had approved the voluntary liquidation — subject to the approval of BSVL’s creditors under the IBC and the 2017 regulations.

That date matches the liquidation commencement date on the Form A, consistent with Section 59(5), under which voluntary liquidation is deemed to commence from the date the special resolution is passed, subject to creditors’ approval. Where the company owes any debt, creditors representing two-thirds in value must approve within seven days of the special resolution. Neither the Form A nor the 7 September filing records whether that approval was obtained.

One structural precondition was cleared three weeks before the EGM. On 17 August 2026, Mankind released a pledge over 28,280 BSVL equity shares — 38.68 per cent of the subsidiary’s paid-up equity — held by Catalyst Trusteeship as security for two listed NCD series, replacing it with a charge over the tangible and intangible assets of Mankind and its subsidiaries at 1.26 times cover. NCD holders approved the realignment on 13 July 2026 and BSE on 21 July 2026.

Background

Mankind agreed in July 2024 to buy 100 per cent of BSV from funds managed by Advent International, which had taken a majority stake in 2019. The Competition Commission of India cleared the transaction in October 2024, and Mankind announced completion on 23 October 2024, funded through internal accruals and external debt raised via non-convertible debentures and commercial papers.

BSV traces its origins to 1971, though the present entity was incorporated on 11 November 1993. It operates an R&D centre in Mumbai and wholly owned subsidiaries in Germany, the Philippines and Malaysia.

What to watch

Under Regulation 37 of the voluntary liquidation regulations, a liquidator must endeavour to complete the process within 270 days of the commencement date where creditors’ approval was required — which, by this publication’s calculation, points to early June 2027.

Three items are likely to shape that timeline. The licence and registration transfers on which the distribution is expressly conditional; the treatment of BSVL’s three overseas subsidiaries and the Aachen plant, which the 26 August disclosure does not address and which a domestic Section 59 process does not by itself dispose of; and the GST search and inspection conducted at BSVL by Mumbai tax authorities between 3 and 8 February 2026, any residual demand from which would be a contingent liability the liquidator must provide for. Mankind said at the time that there was no material impact on the subsidiary’s financials or operations.

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