Morepen Laboratories Ltd. — Capital/Financing Update 2023

Aug 14, 2023

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Date: 14[th] August, 2023

BSE Limited

National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol: MOREPENLAB

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 500288

Subject: Outcome of Board Meeting

Ref: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")

Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform that, the Board of Directors of the company in their meeting held Monday i.e., August 14, 2023 (commenced at 05:00 P.M. and concluded at 06:00 P.M.), inter-alia , considered and approved the transfer of Formulation Distribution & Marketing Business of the company on a slump sale basis as a going concern to Morepen Rx Limited (wholly owned subsidiary).

The revenues and profits derived from the said subsidiary will be consolidated in the parent company , Morepen Laboratories Limited (MLL).

The relevant information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, is enclosed herewith as Annexure.

We request to take aforesaid on record.

Thanking you,

Yours faithfully,

For Morepen Laboratories Limited

SUSHIL Digitally signed by SUSHIL SURI SURI Date: 2023.08.14 18:11:56 +05'30'

Sushil Suri

Chairman & Managing Director

Encl.: a/a.

Morepen Laboratories Limited

CIN NO. L24231 HP1984PLC006028

Corp. Off.: 2nd Floor, Tower C, DLF Cyber Park, Udyog Vihar-III, Sector-20, Gurugram, Haryana-122016, INDIA TEL.: +91 124 4892000, E-mail: corporate@morepen.com, Website: www.morepen.com

Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -173205, INDIA Tel.: +91 1795 266401-03, 244590, Fax: +91 1795 244591, E-mail: plants@morepen.com

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Annexure

Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

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Sr. No. Particulars Description
1 Business division Formulation Distribution & Marketing Business.
being divested
through slump sale.
2 Amount and The financial details based on last Financial Year 2022-23 is
percentage of the mentioned below:
turnover or revenue
or income and net (Consolidated basis /
worth contributed by Amount Rs. Lakh)
such unit or division Net
Operating
of the listed entity Particulars % %
Turnover
during the last Worth
financial year
MLL-
141753.00 100.00% 75290.81 100.00%
Consolidated
Formulation
Distribution
10569.21 7.46% 978.05 1.30%
& Marketing
Division
3 Date on which the Business Transfer Agreement with company’s wholly owned
agreement for sale subsidiary is expected to be executed within 30 days, subject to
has been entered into requisite processes and approvals.
4 The expected date of Transfer of the Formulation Distribution & Marketing Business into
completion of company’s wholly owned subsidiary (WoS) is expected to be
sale/disposal completed within 60 days, subject to requisite processes and
approvals, if any.
5 Consideration The slump sale is proposed to be done at fair market value arrived
received/to be under Rule 11 UAE of Income Tax Rules. The same has been arrived
received from such at Rs. 703.23 Lakhs, subject to adjustments on closing, if any.
sale/disposal
The consideration against slump sale shall be discharged by
Morepen Rx Limited (wholly owned subsidiary) by issuance of its
Equity Shares at Face Value to Morepen Laboratories Limited.
6 Brief details of The buyer is Morepen Rx Limited, a wholly owned subsidiary of the
buyers and whether company. This WoS has been recently incorporated on 17.03.2023.
any of the buyers
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Morepen Laboratories Limited

CIN NO. L24231 HP1984PLC006028

Corp. Off.: 2nd Floor, Tower C, DLF Cyber Park, Udyog Vihar-III, Sector-20, Gurugram, Haryana-122016, INDIA TEL.: +91 124 4892000, E-mail: corporate@morepen.com, Website: www.morepen.com

Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -173205, INDIA Tel.: +91 1795 266401-03, 244590, Fax: +91 1795 244591, E-mail: plants@morepen.com

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belong to the There is no direct interest of promoter/ promoter group companies in
promoter / promoter the proposed slump sale of formulation distribution business.
group/group
companies. If yes,
details thereof
7 Whether the Yes, the transaction would fall within related party transaction.
transaction would However, as the proposed transaction is between the company and
fall within related its wholly owned subsidiary and does not meet the thresholds of
party transactions? “Undertaking”, hence, is exempt from further requirements of
If yes, whether the related party transactions.
same is done at
"arm’s length"? The revenues and profits derived from the said subsidiary will be
consolidated in the parent company , Morepen Laboratories Limited.
The slump sale is proposed to be done at fair market value arrived
under Rule 11 UAE of Income Tax Rules.
8 Whether the sale, The slump sale is being undertaken through a Business Transfer
lease or disposal of Agreement between the company and its wholly owned subsidiary.
the undertaking is
outside Scheme of Further, as the Formulation Distribution & Marketing Business
Arrangement? If proposed to be transferred does not meet the threshold limits of
yes, details of the “Undertaking” in terms of Section 180(1)(a) of the Companies
same including Act,2013. Accordingly, the provisions of section 37A of LODR
compliance with Regulations are not applicable in the present case.
regulation 37A of
LODR Regulations.
9 Rationale for the The rationale for the slump sale of Formulation Distribution &
slump sale Marketing Business are as follows:
i. The company has decided to focus its resources and efforts on its
core business activities i.e., manufacturing and sales of API,
formulations and others, by divesting Formulation Distribution &
Marketing Business.
ii. The slump sale of Formulation Distribution & Marketing
Business will allow the company to simplify and streamline its
operations.
iii. The Formulation Distribution & Marketing Business will be
focused independently with a view to optimize its business
operations.
10 Area of business of The company is engaged in pharmaceutical business comprising of
the entity(ies); the manufacture, sales & distribution of active pharmaceutical
ingredients (APIs), finished formulations and devices.
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Morepen Laboratories Limited

CIN NO. L24231 HP1984PLC006028

Corp. Off.: 2nd Floor, Tower C, DLF Cyber Park, Udyog Vihar-III, Sector-20, Gurugram, Haryana-122016, INDIA TEL.: +91 124 4892000, E-mail: corporate@morepen.com, Website: www.morepen.com

Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -173205, INDIA Tel.: +91 1795 266401-03, 244590, Fax: +91 1795 244591, E-mail: plants@morepen.com

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		One of the business verticals, Formulation business comprising of manufacturing, distribution & marketing business of formulations. The company understand that Formulation Distribution & Marketing Business has enormous potential to be carved as a separate, standalone independent business. Thus, the management is contemplating to hive-off/ transfer this business into a wholly owned subsidiary, through slump sale, to make it operationally independent and exploit its business potential at its maximum. The wholly owned subsidiary will carry the Formulation Distribution & Marketing Business of the company after transfer of said business is duly affected w.e.f. effective date.
11	Brief details of change in shareholding pattern (if any) of listed entity	Since it is a transfer of Formulation Distribution & Marketing Business into a wholly owned subsidiary, there would be no change in the shareholding of the company.

Morepen Laboratories Limited

CIN NO. L24231 HP1984PLC006028

Corp. Off.: 2nd Floor, Tower C, DLF Cyber Park, Udyog Vihar-III, Sector-20, Gurugram, Haryana-122016, INDIA TEL.: +91 124 4892000, E-mail: corporate@morepen.com, Website: www.morepen.com

Regd. Off.: Morepen Village, Malkumajra, Nalagarh Road, Baddi, Distt. Solan (H.P.) -173205, INDIA Tel.: +91 1795 266401-03, 244590, Fax: +91 1795 244591, E-mail: plants@morepen.com