morepen laboratories has transferred 1,62,000 equity shares of its subsidiary, Morepen Medipath Limited (MML), to Mr. Anubhav Suri, the Head of its Medical Devices Business. The decision follows 15 years of significant growth in the medical devices sector under his leadership. The company stated that the transfer is intended to align Mr. Suri's interests with the long-term growth and strategic objectives of MML, ensuring continuity of leadership as the business expands.

As a result of this transaction, Morepen Laboratories' shareholding in MML has decreased from 60% to 51%. Despite the reduction, MML will continue to remain a subsidiary of the company and will be consolidated in its financial statements. The consideration for the transfer was mutually agreed upon between the parties involved.

The shareholding pattern of MML has been revised following the transfer. Mr. Anubhav Suri, who previously held 0.10% equity shares, now holds 9.10% of the total paid-up share capital. The details of the pre and post-transaction shareholding are outlined below.

The disclosure was made in terms of Regulation 30 read with a SEBI master circular. The company's Corporate Office is located in Gurugram, Haryana, and its Registered Office is in Baddi, Himachal Pradesh.

Morepen Laboratories Limited has received the Monitoring Agency Report for the quarter ended March 31, 2026, from CARE Ratings Limited, the appointed Monitoring Agency for its Qualified Institutions Placement (QIP). The report, dated May 06, 2026, has been submitted to the stock exchanges pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 173A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report covers the utilisation of proceeds from the QIP aggregating to Rs. 200.00 crore, issued during the period August 01, 2024 to August 05, 2024.

QIP Issue Overview

The QIP was a qualified institutions placement of equity shares, with an issue size of Rs. 200.00 crore. The issuer is Morepen Laboratories Limited, promoted by Sushil Suri, operating in the pharmaceuticals sector. The Monitoring Agency for the issue is CARE Ratings Limited. Key issue parameters are summarised below:

Utilisation of QIP Proceeds

The report confirms that the QIP proceeds have been utilised in accordance with the objects stated in the offer document, as supported by management and CA certificates. The total revised cost of objects stands at Rs. 189.08 crore, against the originally proposed Rs. 187.15 crore. The increase in working capital allocation from Rs. 64.36 crore to Rs. 66.29 crore — an increase of Rs. 1.93 crore — resulted from actual issue-related expenses of Rs. 10.92 crore being lower than the projected Rs. 12.85 crore, as approved by the QIP Committee resolution dated April 22, 2025.

The following table presents the cost of objects as per the offer document and revised figures:

Progress in Utilisation During Q4FY26

During Q4FY26, the company incurred expenditure of Rs. 7.87 crore towards modernisation and expansion activities. Of this, Rs. 6.72 crore was directly utilised from the monitoring account, while Rs. 1.15 crore was transferred from the monitoring account to various current accounts to facilitate local disbursements across multiple plant and office locations. CARE Ratings noted that the commingling of funds has restricted its ability to directly ascertain the end-use of the issue proceeds, and accordingly relies on management representation and the CA certificate. The report also excludes utilisation of Rs. 1.55 crore representing interest income gained on debt mutual funds created from QIP proceeds.

The progress in utilisation of proceeds as at the end of Q4FY26 is detailed below:

The entire working capital allocation of Rs. 66.29 crore had already been fully utilised by Q1FY26, with nil utilisation recorded in Q4FY26.

Unutilised Proceeds and Deployment

As at the end of Q4FY26, a total of Rs. 13.56 crore remains unutilised. These funds have been temporarily deployed in debt mutual funds and a monitoring account, as permitted under the offer document. The deployment of unutilised proceeds is as follows:

Timeline Extension for Medical Devices Facility

As per the offer document, Rs. 41.44 crore was earmarked for the development of medical devices at the Baddi facility. Of this, Rs. 27.88 crore has been utilised up to March 31, 2026, while the balance of Rs. 13.56 crore remained unutilised by the original permitted timeline of March 31, 2026. The QIP Committee, through its resolution dated April 07, 2026, approved an extension of the utilisation timeline for the balance amount up to March 31, 2027. CARE Ratings noted that this extension may lead to cost overruns and delayed project execution, which may adversely impact the overall viability of the object.

Separately, Rs. 88.83 crore was scheduled to be utilised by FY25 for modernisation and expansion; however, only Rs. 49.41 crore was actually utilised till FY25. The timeline for utilisation was extended to March 31, 2026, through a QIP Committee resolution, and this component was completed in Q3FY26.

Other Observations by the Monitoring Agency

CARE Ratings highlighted two additional matters relevant to investors:

• Profitability: Profitability has remained subdued over the last four quarters, largely due to margin compression in the API segment, which contributes the majority of revenue. This compression has been driven by declining realisations and rising costs; however, margins showed an improvement in Q3FY26.
• GST Show Cause Notice: The company received a show cause notice (SCN) dated December 2, 2025, from the office of the Commissioner, Central GST & Central Excise Commissionerate, Shimla, alleging an erroneous GST refund amounting to Rs. 117.94 crore for the period from FY2021 to FY2024. The company has been granted a stay on the operation of the SCN by the High Court of Himachal Pradesh. The matter remains sub judice, and any adverse outcome could have implications on the company's financial position and cash flows.

No material deviation from the objects of the issue was observed, and there were no changes in the means of finance for the disclosed objects. The CA certificate referenced in the report was issued by Virendra K Jain & Associates, dated April 29, 2026.