Mumbai, March 20, 2025 – Kopran Ltd. has announced the approval of the merger of Kopran Laboratories Limited with Kopran Limited. The decision was finalized during a Board of Directors meeting held at the company’s Registered Office on March 20, 2025.
Key Highlights of the Merger
Entities Involved:
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Transferor Company: Kopran Laboratories Limited (CIN: U24230MH1986PLC040602), a promoter group company.
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Transferee Company: Kopran Limited (CIN: L24230MH1958PLC011078).
Approval Process:
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The merger received the Board of Directors’ approval.
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It was recommended by the Audit Committee and the Committee of Independent Directors, which also met on the same day.
Regulatory Compliance:
The merger is subject to Companies Act, 2013, and SEBI Regulations.
Rationale Behind the Merger
The consolidation is aimed at:
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Streamlining business operations by integrating both entities.
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Reducing legal and regulatory complexities.
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Rationalizing costs and improving efficiency.
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Leveraging Kopran Laboratories’ marketing expertise for Kopran Limited’s products.
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Enhancing Kopran Limited’s manufacturing capabilities in diagnostic kits.
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Strengthening Kopran Limited’s position as an integrated healthcare and pharma company.
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Creating a stronger financial foundation for stakeholders.
Merger Consideration & Share Swap Ratio
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The merger will be executed through a share swap agreement.
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Swap Ratio: 100 fully paid equity shares of Kopran Limited (INR 10 each) for every 45 equity shares of Kopran Laboratories Limited (INR 10 each).
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No cash consideration will be involved in the transaction.
Impact on Shareholding Pattern
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Promoters’ stake in Kopran Ltd. will increase from 44.46% to 55.36%.
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Public shareholding will decline from 55.54% to 44.64%.
Related Party Transaction (RPT) Compliance
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As Kopran Laboratories Limited is fully owned by the promoters, the transaction qualifies as an RPT.
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The merger is being executed at arm’s length, backed by a valuation report from a Registered Valuer and a fairness opinion from a Category-I Merchant Banker.
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The Audit Committee and Board approved the RPT on March 20, 2025.
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Shareholders’ approval will be sought in due course.
Financial Overview
Kopran Laboratories Limited (as of December 31, 2024 – Audited):
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Paid-up Capital: Rs. 530.32 Lakhs
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Net Worth: Rs. 7259.27 Lakhs
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Turnover: Rs. 6960.64 Lakhs
Kopran Limited (as of March 31, 2024 – Audited, Consolidated):
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Paid-up Capital: Rs. 4821.26 Lakhs
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Net Worth: Rs. 49124.50 Lakhs
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Turnover: Rs. 62920.27 Lakhs
Kopran Limited (as of December 31, 2024 – Unaudited, Consolidated):
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Paid-up Capital: Rs. 4824.94 Lakhs
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Net Worth: Rs. 5087.48 Lakhs
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Turnover: Rs. 45724.13 Lakhs
Business Operations
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Kopran Limited: Specializes in Finished Dosage Forms and API (Active Pharmaceutical Ingredients) manufacturing.
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Kopran Laboratories Limited: Focuses on marketing diagnostic equipment, consumables, and automation solutions to hospitals and pathology labs.
