Kopran Limited has achieved a significant milestone in its proposed merger process, receiving an observation letter from BSE Limited with no adverse observations for its scheme of amalgamation with Kopran Laboratories Limited.

BSE Observation Letter Details

The company received the observation letter on February 26, 2026, regarding the proposed scheme of merger by absorption. The scheme involves Kopran Laboratories Limited as the transferor company merging with Kopran Limited as the transferee company under Sections 230-232 of the Companies Act, 2013.

Regulatory Requirements and Compliance

BSE has outlined comprehensive compliance requirements for the merger scheme. The exchange emphasized that the company must ensure full disclosure of all ongoing adjudication and recovery proceedings, prosecution initiated, and enforcement actions against the company, its promoters, and directors before NCLT and shareholders.

Key compliance requirements include:

• Disclosure of all pending legal actions and their potential impact
• Submission of audited financials for the last three years of all entities involved
• Provision of No Objection Certificates from lending banks and financial institutions
• Mandatory demat form for proposed equity shares under the scheme

Shareholding Pattern Disclosure Requirements

BSE has mandated specific disclosure requirements regarding shareholding patterns. The company must prominently display the pre-scheme and post-scheme shareholding percentages of promoter/promoter group and public shareholders on the first page of the notice convening the shareholders meeting.

The exchange requires detailed explanations regarding:

• Rationale for the merger and swap ratio determination
• Business synergies between the merging entities
• Impact assessment on shareholders and cost-benefit analysis
• Revenue, PAT, and EBITDA details for the last three years

Next Steps and Timeline

The observation letter carries a validity period of six months from February 26, 2026, within which the scheme must be submitted to the National Company Law Tribunal (NCLT). The company has confirmed that the merger scheme remains subject to applicable regulatory and other statutory approvals.

BSE has reserved the right to withdraw its no adverse observation stance if any information submitted is found to be incomplete, incorrect, misleading, or false. The exchange has also introduced an online system through BSE Listing Centre for processing notices under Sections 230-232 of the Companies Act, 2013.

Document Availability

Kopran Limited has made the observation letter available on its website at the dedicated amalgamation section. The company initially announced the Board of Directors' decision to approve the scheme on March 20, 2025, subject to receipt of applicable regulatory approvals.

Kopran Limited has reported its third quarter financial results, showing a decline in key profitability metrics compared to the corresponding period last year. The pharmaceutical company's operational performance reflected challenges in maintaining its previous year's profitability levels.

Financial Performance Overview

The company's financial metrics for the third quarter demonstrate a year-over-year decline in both absolute EBITDA and margin performance.

EBITDA Performance Analysis

Kopran's EBITDA for the third quarter reached ₹178.00 million, representing a decrease from the ₹198.00 million recorded in the same quarter of the previous year. This decline of ₹20.00 million indicates operational challenges faced by the company during the reporting period.

Margin Compression

The company experienced significant margin compression during the quarter, with EBITDA margin declining to 9.14% from 11.93% year-over-year. This 279 basis points reduction in margin suggests pressure on the company's operational efficiency and cost management during the third quarter.

The margin compression alongside the absolute EBITDA decline indicates that the company faced challenges in maintaining its profitability levels compared to the previous year's performance in the corresponding quarter.