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Morepen Laboratories Limited Amount and percentage of the turnover or revenue or income and net...

Posted: 14 Jan 2025

Morepen Laboratories Limited Amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division or undertaking or subsidiary or associate company of the listed entity during the last financial year The details of turnover and net worth of Medical Devices Business as on March 31, 2024, are mentioned below: b) Date on which the agreement for sale has been entered into Subject to receipt of requisite regulatory and members’approvals, the Board of Directors of the company hasapproved 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 TransferAgreement (“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 sale/disposal The completion of the slump sale of the Medical Devices 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 such sale/disposal The consideration for such slump sale will be derived on the 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 whether any of the buyers belong to the promoter/ Morepen Medtech Limited, is a public company (subsidiary of Morepen Laboratories Limited), incorporated on January 8, 2025, to carry on the business of medical devices. 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 promoter group/ group companies. If yes, details thereof Yes, Morepen Medtech Limited has been incorporated as a subsidiary of the company, with an aggregate shareholding of 20% of the entities belonging to the promoters’ group/ relatives of promoter/ members of promoter group. f) Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”? Yes, the transaction qualifies as a related party transaction and is being conducted on an arm’s length basis. Furthermore, the company will obtain approval from themembers. g) Whether the sale, lease or disposal of the undertaking is outside the Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of LODR Regulations. Yes, the transaction is outside the Scheme of Arrangement.In compliance with Regulation 37A of the SEBI Listing Regulations the “Medical Devices Business” being an“undertaking” in terms of the provisions of the Companies Act, 2013, the company will seek the approval of the members of the company. h) Additional disclosures in case of a ‘slump sale’ i. name of the entity(ies) forming part of the slump sale amalgamation/ merger, details in brief such as, size, turnover etc. Seller: Morepen Laboratories Limited Audited financial details as of March 31, 2024: Particulars Turnover (? in Lakh) Percentage Net worth (? in Lakh) Percentage Other Pharmaceutical Business* 1,24,771.66 73.81% 74,363.57 89.12% Medical Devices Business 44,271.59 26.19% 9,078.52 10.88% 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 would fall within related party transactions? If yes, whether the same is done at “arm’s length” Refer point no. (f) above.