Morepen Laboratories Ltd

Morepen Laboratories Ltd – Closure of Trading Window from 1 October 2026 for the unaudited results for the quarter and half year ended 30 September 2026; trading window to remain closed till 48 hours after the announcement of the said financial results.

AGM Details

• The 41st AGM was held on 26 September 2026 at 1:00 PM.
• Mode: video conferencing/other audio-visual means.
• Record date for voting was 19 September 2026.
• Remote e-voting occurred 23–25 September 2026, with an extra 15 minutes at AGM.
• Scrutinizer appointed: Praveen Dua.
• Consolidated scrutinizer’s report attached as Annexure-I; voting results in Annexure-II.

Key Resolutions

• Item 1: Ordinary resolution for adoption of annual accounts for the year ended 31 March 2026.
• Item 2: Ordinary resolution for declaration of final dividend.
• Item 3: Ordinary resolution for appointment of Mr. Sanjay Suri as director liable to retire by rotation.
• Item 4: Ordinary resolution to ratify remuneration of Vijender Sharma & Co. as Cost Auditors.
• Item 5: Special resolution elevating Sanjay Suri to Managing Director.
• Item 6: Special resolution for re-appointment of Sushil Suri as Chairman & Managing Director.
• Item 7: Special resolution extending related party transactions with Medipath Limited.

Dividend

• Final dividend of ₹0.20 per equity share.

Director Changes

• Sanjay Suri re-appointed as director, liable to retire by rotation.
• Sanjay Suri elevated to Managing Director; designation changed.
• Sushil Suri re-appointed as Chairman & Managing Director.

Auditors

• Remuneration of Cost Auditors ratified; no change to statutory auditors.

Material Related Party Transactions

• Related party transactions with Medipath Limited approved; relates to going-concern medical devices business.

AGM Details

• Date and time: 26 September 2026, 1:00 p.m. IST.
• Mode: VC/OAVM.
• Quorum: 92 members present via VC/OAVM.
• Notice date: 4 August 2026.
• Remote e-voting window: 23-25 September 2026; cut-off: 19 September 2026.
• Meeting concluded: 2:15 p.m.

Ordinary Business

• Adoption of audited financial statements for year ended 31 March 2026.
• Declaration of final dividend of ₹0.20 per equity share.
• Re-appointment of director by rotation.

Special Business

• Ratification of remuneration of Cost Auditors for FY 2026-27.
• Elevation of Sanjay Suri from WTD to Managing Director.
• Re-appointment of Sushil Suri as Chairman & Managing Director.
• Extension of timeline for hiving off Medical Devices into Morepen Medipath on a going-concern slump sale.

ESG rating update

• CRISIL ESG rating assigned as 'CRISIL ESG 60' with 'Adequate' category.
• Rating provided by CRISIL Ratings & Analytics Ltd without Morepen's engagement.
• Based on publicly disclosed FY2026 information.
• Rating is publicly available on CRISIL ESG site.
• Intimation received on 21 September 2026 at 7:55 p.m. IST.
• No engagement or fees with CRISIL disclosed.
• No impact on financials disclosed.

Capacity expansion update

• First phase of expansion completed ahead of schedule.
• Installed reactor capacity for API and CDMO increased from 535 KL to 614 KL.
• Supports scale-up of commercial CDMO supplies and existing API business, plus future customer programs.
• Part of strategy to build a larger, scalable, globally compliant manufacturing platform.

Annual Report & AGM details

• Annual Report 2025-26 available online via provided link and QR code.
• 41st AGM scheduled for 26 September 2026 at 1:00 PM IST via video conferencing.
• Annual Report dispatched to members with registered emails as of 28 August 2026.
• Final dividend for FY2025-26 proposed at ₹0.20 per equity share.
• Record date for dividend is 19 September 2026.
• Online submission of dividend tax-exemption forms required by 23 September 2026.
• Dividend will be credited to KYC-compliant folios/demat accounts only.
• Remote e-Voting opens 23 September 2026 at 9:00 AM, ends 25 September 2026 at 5:00 PM.
• Resolutions in AGM notice will be passed via electronic voting.

Overview

• Standalone BRSR for FY 2025-26 covers Morepen's API and medical devices activities.
• Main activities account for 90% of turnover: 56.33% API, 35.60% devices.
• Exports contribute 40% of turnover; operations span 20+ states and 80+ countries.
• Assurance: not mandated for FY 25-26; no external verification disclosed.
• CSR applicability under Companies Act 2013; turnover and net worth disclosed.

Key ESG Risks & Opportunities

• Climate Change (GHG emissions) risk; mitigated via renewables and reporting.
• Waste management and sustainable packaging present opportunities; focus on recycling and circularity.
• Energy management offers cost savings and incentives through renewables adoption.
• Water management improves efficiency and resilience against water stress.
• Sustainable supply chain enhances resilience and enables sustainability-linked financing.
• Wellbeing of employees boosts productivity and retention.
• Product quality and safety risk; proactive controls reduce recalls and penalties.
• Cybersecurity/data privacy risk requires ongoing protections and incident response readiness.
• Intellectual property and innovation enable licensing and competitive differentiation.
• LCA not conducted yet; EcoVadis Bronze score indicates ESG progress.

Governance & Policy Highlights

• Board-level oversight via Sustainability Committee; Head of Sustainability leads ESG targets.
• Anti-corruption/anti-bribery policy with zero-tolerance; value-chain adherence required.
• Equal Opportunity Policy under the Rights of Persons with Disabilities Act, 2016.
• Code of Conduct and Related Party Transactions policy; governance aligned with SEBI/NGRBC.
• ISO certifications: 14001, 45001, 37301, 50001; ISO 14001/50001 referenced.
• EcoVadis Bronze score (70) reflects ESG progress; external assurance not mandated.
• No penalties or major regulatory breaches reported; no external assurance mandated.

Social Responsibility & Workforce

• Permanent employees: 1,314; total workers: 1,755; female share low in both groups.
• Board women representation: 16.67% (1 of 6); KMP female: 0%.
• Differently abled: 1 worker reported; others zero.
• Turnover: permanent 15.61%; permanent workers 1.71%.
• PF coverage 98.86% of permanent employees; Gratuity 100%; ESI 8.68% of permanent.
• Return-to-work after parental leave: 82.35% overall; workers 100%.

Environmental Performance

• Total energy: 456,771.57 GJ; renewables 266,861.71 GJ; intensity 272.43 GJ/Cr INR.
• GHG emissions: Scope 1 4,977.55 tCO2e; Scope 2 22,950.33 tCO2e; biogenic 29,126.17 MT CO2.
• Water: withdrawal 133,848.97 KL; consumption 99,478.86 KL; intensity 59.33 KL/Cr INR.
• Waste: total 5,563.21 MT; recycled 3,743.17 MT; hazardous waste 5,445.75 MT; landfill 995.47 MT.
• ZLD at Masulkhana facility; 955 kW solar plant; MEE 250 KL for wastewater recovery.
• EcoVadis Bronze (70) attained; ISO 14001/45001/50001 in place; biogenic emissions noted.

Stakeholder Engagement & Complaints

• Stakeholders: Users/Consumers, Shareholders, Local Community, Employees, Suppliers; channels include Email, Website, and meetings.
• Community engagement: annual; investors: quarterly or event-based; customers: ongoing feedback.
• Grievance policy via website; Social Performance Team oversees resolution and board reporting.
• FY2025-26 complaints: communities 0; investors 0; shareholders 2; employees 10; customers 2; POSH 1.

Other Notable Metrics

• RPT concentration: purchases from related parties 0%; sales to related parties 8.01%; loans 5.17%.
• Concentration: top 10 trading houses account for 47.81% of purchases; 253 trading houses engaged.
• Sales to top 10 dealers/distributors 29.05% of total; 1,729 dealers involved.
• Inputs: MSMEs 2.31% of inputs; domestic purchases 38.94% of total.
• Product recalls: 2 forced recalls; 1 due to labeling; no voluntary recalls.
• Cybersecurity/Data privacy: policy in place; data breaches 0; no customer PI breached.

AGM Details

• Date/time: 26 September 2026, 1:00 p.m. IST, VC/OAVM.
• Cut-off date for votes and final dividend record: 19 September 2026.
• Book closure: 20–26 September 2026 (inclusive).
• Remote e-voting: 23–25 September 2026; join via NSDL.

Key Resolutions

• Item 1: Ordinary resolution adopting audited financial statements for FY2025-26.
• Item 2: Ordinary resolution declaring final dividend of ₹0.20 per share.
• Item 3: Ordinary resolution re-appointing Sanjay Suri as director liable to rotation.
• Item 4: Ordinary resolution ratifying cost auditor remuneration of ₹2.50 lakh.
• Item 5: Special resolution elevating Sanjay Suri to MD; total remuneration up to ₹14.00 crore.
• Item 6: Special resolution re-appointing Sushil Suri as Chairman & MD; total remuneration up to ₹16.50 crore.
• Item 7: Special resolution extending hive-off timeline to MML; value ₹19,710.12 Lakhs.

Dividend Details

• Final dividend of ₹0.20 per share; record date 19 September 2026; payable within 30 days after AGM.
• Board had recommended dividend; tax and electronic payment rules apply.

Director Remuneration

• Sanjay Suri elevated to MD; remuneration up to ₹14.00 crore per annum.
• No sitting fees for MDs; board oversight applicable.

Auditor Appointments

• Cost Auditors remuneration fixed at ₹2.50 lakh for FY2026-27.

Material Related Party Transaction

• RPT: hive-off of Medical Devices to Morepen Medipath Limited; value ₹19,710.12 Lakhs.
• Timeline extended to 42nd AGM; effective 1 April 2026.

Financial snapshot

• Consolidated total income: 182700.56 Lakhs; Sales: 180113.07 Lakhs; PAT: 9487.68 Lakhs; EPS: 1.73.
• Standalone revenue: 170269.01 Lakhs; PAT: 6605.75 Lakhs; EPS: 1.21.
• Export revenue: 80268.87 Lakhs; Europe API share 44.43%, USA 17.65%.
• Medical Devices revenue: 59698.01 Lakhs; growth 20.13% year-on-year.
• API revenues: 98273.23 Lakhs; domestic API growth 4.32%.

CDMO momentum

• Multi-year CDMO mandate valued at ₹825 Crore (USD 91 Million).
• First commercial dispatch in FY2025-26 valued around ₹50 Crore.
• CDMO marks shift from API heritage to long-duration, value-driven partnerships.

Segment performance

• API remains largest revenue contributor; Europe API exports 44.43% of API exports.
• Domestic API share 29.26%; APAC/LATAM/Africa 37.92% combined.
• Medical Devices revenue grew 20.13%; Blood Glucose 45,924.04 Lakhs; BP Monitors 10,491.50 Lakhs.

Capital structure & liquidity

• QIP proceeds raised ₹200 Crore; utilised ₹1,755.30 Lakhs; unutilised balance ₹18.72 Crore as at 31/03/2026.
• Kotak working capital facility repaid; Shinhan loan schedule revised to 11 installments.
• Total borrowings (long/short) around ₹19.47 Crore equivalent; debt mix includes secured/ unsecured facilities.

Dividends & shareholder returns

• Final dividend proposed: ₹0.20 per equity share; payout ratio 16.44%.
• Unpaid dividends from prior years summarized on company site; seven-year transfer to IEPF pending where applicable.

Governance & subsidiaries

• Board: 6 directors; 4 independent; appointment/reappointment of Sanjay Suri as MD; Sushil Suri continues as CMD.
• Dr. Morepen Limited ceased to be a subsidiary with effect 31 July 2025; CDMO subsidiary Morepen Medipath formed; Masulkhana plant deconsolidation completed.
• Statutory/Secretarial: S.P. Babuta & Associates (Statutory Auditors); Vijender Sharma & Co. (Cost Auditors); PD & Associates (Secretarial Auditor).

ESG & CSR highlights

• EcoVadis Bronze with score 70; CSR spend ₹245.25 Lakhs; focus on healthcare, education, rural development, environment.
• Automation and energy: 1.1 MW solar plant; LPG boiler; Zero Liquid Discharge at Masulkhana; water recycling.

Risks and outlook

• Key risks: API supply chain, currency volatility, regulatory scrutiny, pricing pressures in domestic/export markets.
• Opportunities: CDMO growth, complex generics, biologics, CRDMO services; AI-enabled drug discovery; Atmanirbhar Bharat.

Outlook & strategic trajectory

• Medium-term revenue growth projected 15-20%; EBITDA margin expansion 150-250 bps through product mix and scale.
• ROCE improvement of 2-4 percentage points; enhanced cash generation from long-duration manufacturing contracts.