Morepen Laboratories Ltd. — Capital/Financing Update 2025

Jan 14, 2025

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Date: 14/01/2025

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: Outcome of the meeting of the Board of Directors of Morepen Laboratories Limited (‘the Company’)

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,

This is to inform that the Board of Directors (the ‘Board’) of the Company at their meeting held today i.e., Tuesday, January 14, 2025 (commenced at 5.00 p.m. and concluded at 6.40 p.m.), has, inter-alia, considered and approved the hiving off the Medical Devices Business, being an undertaking, to Morepen Medtech Limited, a subsidiary of the company, on a 'slump sale' basis as a going concern. This hiving off is subject to the receipt of requisite regulatory approvals, including approval of the members of the company.

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, are 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: 2025.01.14 18:55:21 +05'30' Vipul Kumar Srivastava Company Secretary 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: 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

Annexure

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Disclosure in respect of Slump Sale of Medical Devices Business of the Company

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Sr. No. Particulars Details
a) Amount and percentage of the The details of turnover and net worth of Medical Devices
turnover or revenue or income Business as on March 31, 2024, are mentioned below:
and net worth contributed by
such unit or division or Particulars Turnover Percentage Net worth Percentage
undertaking or subsidiary or (₹ in Lakh) (₹ in Lakh)
associate company of the Other 1,24,771.66 73.81% 74,363.57 89.12%
listed entity during the last Pharmaceutical Business
financial year
Medical Devices 44,271.59 26.19% 9,078.52 10.88%
Business
Total 1,69,043.25 100.00% 83,442.09 100.00%
Consolidated basis.
b) Date on which the agreement Subject to receipt of requisite regulatory and members’
for sale has been entered into approvals, the Board of Directors of the company has
approved the sale of the Medical Devices Business of the
company to Morepen Medtech Limited, a subsidiary
company, as going concern on slump sales basis today i.e.
January 14, 2025, including authorising the directors/
officers of the Company to enter the Business Transfer
Agreement (“BTA”) and other related documents to give
effect to the transaction.
The BTA will be executed in due course and will be
informed to the Stock Exchanges separately.
c) Expected date of completion of The completion of the slump sale of the Medical Devices
sale/disposal Business is expected to be completed on or before
September 30, 2025, subject to receipt of requisite
regulatory and other approvals and fulfilment of customary
conditions precedent and in accordance with the provisions
of the BTA.
d) Consideration received from The consideration for such slump sale will be derived on the
such sale/disposal basis of the report of the independent valuer in respect of
Building and Plant & Machinery, net current assets, other
non-current assets and liabilities as per the Balance Sheet as
on effective date of transfer of Medical Devices Business
and will also be in compliance with Rule 11 UAE of Income
Tax Rules 1962.
e) Brief details of buyers and Morepen Medtech Limited, is a public company (subsidiary
whether any of the buyers of Morepen Laboratories Limited), incorporated on January
belong to the promoter/ 8, 2025, to carry on the business of medical 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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promoter group/ group Yes, Morepen Medtech Limited has been incorporated as a
companies. If yes, details subsidiary of the company, with an aggregate shareholding of
thereof 20% of the entities belonging to the promoters’ group/ relatives
of promoter/ members of promoter group.
f) Whether the transaction would Yes, the transaction qualifies as a related party transaction
fall within related party and is being conducted on an arm’s length basis.
transactions? Furthermore, the company will obtain approval from the
members.
If yes, whether the same is
done at “arm’s length”?
g) Whether the sale, lease or Yes, the transaction is outside the Scheme of Arrangement.
disposal of the undertaking is
outside the Scheme of In compliance with Regulation 37A of the SEBI Listing
Arrangement? Regulations the “Medical Devices Business” being an
“undertaking” in terms of the provisions of the Companies
If yes, details of the same Act, 2013, the company will seek the approval of the
including compliance with members of the company.
regulation 37A of LODR
Regulations.
h) Additional disclosures in case of a ‘slump sale’
i. name of the entity(ies) Seller: Morepen Laboratories Limited
forming part of the slump
sale amalgamation/ Audited financial details as of March 31, 2024:
merger , details in brief
such as, size, turnover etc. Particulars Turnover Percentage Net worth Percentage
(₹ in Lakh) (₹ in Lakh)
Other 1,24,771.66 73.81% 74,363.57 89.12%
Pharmaceutical
Business
Medical Devices 44,271.59 26.19% 9,078.52 10.88%
Business
Total 1,69,043.25 100.00% 83,442.09 100.00%
Consolidated basis.
Buyer: Morepen Medtech Limited, a subsidiary of Morepen
Laboratories Limited, as incorporated on January 8, 2025,
with the paid-up capital of ₹ 10,00,000/- (Rupees Ten Lakh
Only).
ii. whether the transaction Refer point no. (f) above.
would fall within related
party transactions? If yes,
whether the same is done
at “arm’s length”
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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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iii. area of business of the Seller: The company is engaged in the pharmaceutical
entity(ies) business comprising of the manufacture and sales of active
pharmaceutical ingredients (APIs), finished formulations
and medical devices.
Buyer: Morepen Medtech Limited incorporated to carry on
the business of medical devices.
iv. rationale for slump sale To have concentrated focus on the medical devices
amalgamation/ merger business, and to provide operational independence by way
of hiving off business into newly incorporated subsidiary.
v. in case of cash Cash consideration. Refer point no. (d) above.
consideration – amount
or otherwise share
exchange ratio
vi. brief details of change No change in the shareholding pattern of the Company.
in shareholding pattern
(if any) of listed entity.
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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