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Morepen Laboratories Ltd. — Capital/Financing Update 2025
Mar 18, 2025
59389_rns_2025-03-18_4f3ca0cf-aa6e-47c3-b26c-9849b985c9c7.pdf
Capital/Financing Update
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Date: 18/03/2025
To,
National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol: MOREPENLAB
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 500288
Subject: Execution of a Business Transfer Agreement with Morepen Medtech Limited
Ref.: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
Dear Sir/ Ma’am,
In continuation of our earlier intimation dated January 14, 2025, we wish to inform you that pursuant to approval of the members of the Company, today i.e., on March 18, 2025, the Company has executed a Business Transfer Agreement (“BTA”) with Morepen Medtech Limited, a subsidiary of the Company, for the hiving-off of Medical Devices Business on a ‘slump sale’ as a going concern basis.
The details, as required under the SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, has already been disclosed in our earlier intimation dated January 14, 2025 and additional disclosure for the execution of BTA is given under as Annexure .
You are requested to take note of the same in your records.
Thanking you,
Yours faithfully,
For Morepen Laboratories Limited
Vipul Digitally signed by Vipul Kumar Kumar Srivastava Srivastava Date: 2025.03.18 18:23:30 +05'30'
Vipul Kumar Srivastava Company Secretary & Compliance Officer F-12148
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: [email protected], 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: [email protected]
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Annexure
Disclosure in terms of Regulation 30 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
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----- Start of picture text ----- Sr. No. Particulars Details1. Name(s) of parties with whom Morepen Laboratories Limited (‘the Company’) andthe agreement is entered; Morepen Medtech Limited2. Purpose of entering into the The Company has executed a Business Transfer Agreementagreement; (‘BTA’) with Morepen Medtech Limited for hiving-off ofMedical Devices Business, being an undertaking of theCompany, on ‘slump sale’ as a going concern basis.3. Shareholding, if any, in the The Company holds 80% paid-up equity share capital inentity with whom the agreement Morepen Medtech Limited.is executed;4. Significant terms of the Significant terms of the BTA include the following:agreement (in brief); specialrights like right to appoint The transfer of all rights, title, and interest in the undertakingdirectors, first right to share on a slump sale as a going concern basis, based on thesubscription in case of issuance valuation arrived under Rule 11UAE of the Income Taxof shares, right to restrict any Rules, 1962. The final consideration will be subject tochange in capital structure etc.; adjustments based on the closing terms and conditions.Other terms are standard terms/ covenants of the BTA.5. Whether the said parties are Yes, Morepen Medtech Limited has been incorporated as arelated to promoter/promoter subsidiary of the company, with an aggregate shareholding ofgroup/ group companies in any 20% of the entities belonging to the promoters’ group/ relativesmanner. If yes, nature of of promoter/ members of promoter group.relationship;6. Whether the transaction would Yes, the transaction qualifies as a related party transactionfall within related party and is being conducted on an arm’s length basis.transactions?If yes, whether the same isdone at “arm’s length”;7. In case of issuance of shares to Not Applicablethe parties, details of issueprice, class of shares issued;----- End of picture text -----
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: [email protected], 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: [email protected]
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| 8. | Any other disclosures relatedtosuchagreements,viz.,details of nominee on theboard of directors of the listedentity, potential conflict ofinterest arising out of suchagreements, etc.; | Not Applicable |
|---|---|---|
| 9. | In case of termination oramendmentofagreement,listed entity shall discloseadditional details to the stockexchange(s):a) Name of parties to theagreement;b) Nature of the agreement;c) Date of execution of theagreement;d) Details of amendment andimpact thereof or reasonsof termination and impactthereof. | Not Applicable |
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: [email protected], 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: [email protected]