Dear Members,
Your Directors' have pleasure in presenting their 66th Annual Report together with the
Audited Financial Statements for the financial year ended on March 31, 2025. The
Consolidated performance of the Company & its Subsidiaries has been referred to
wherever required.
1. Financial Performance
(H in Lacs)
Particulars for the Financial Year |
Standalone Basis |
Consolidated Basis |
For the Period Ended |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Revenue |
27,691 |
35,417 |
63,358.64 |
62,920 |
| Less Expenses |
24,112 |
30,965 |
58,163.78 |
56,166 |
| Profit before Tax |
3,579 |
4,452 |
5,194.86 |
6,754 |
| Tax Expenses |
894 |
988 |
1,339.67 |
1,659 |
| Net Profit / (Loss) for the Period |
2,686 |
3,464 |
3,855.19 |
5,096 |
| Other Comprehensive Income/(Loss) |
-47 |
8 |
(79.49) |
21 |
| Total Comprehensive Income/(Loss) |
2,639 |
3,471 |
3,775.70 |
5,116 |
The Company has prepared the Standalone & Consolidated Financial Statements in
accordance with the applicable Indian Accounting Standards as prescribed under Section 133
of the Companies Act 2013 ("the Act") read with the relevant rules and generally
accepted accounting principles in India.
2. Operations of the Company
Standalone Performance
Standalone Total Revenue was Rs.27,691 lacs, decreased by 21.81% over the previous
year's figures of Rs 35,417 lacs. Profit before tax was Rs. 3,579 lacs, decreased by
19.59% over the previous year's figures of Rs. 4,452 lacs. Total Comprehensive Income was
Rs. 2,639 lacs, decreased by 23.98% over the previous year's figures of Rs. 3,471 lacs.
Consolidated Performance
Consolidated Total Revenue was Rs. 63,358.64 lacs increased by 0.70% over the previous
year's figures of Rs.62,920 lacs. Profit before tax was Rs. 5,194 lacs, decreased by
23.09% over the previous year's figures of Rs. 6,754 lacs. Total Comprehensive Income was
Rs. 3,775.70 lacs, decreased by 26.20% over the previous year's figures of Rs. 5,116 lacs.
Operations of the Company & its Subsidiary
( H in Lacs)
Particulars |
|
FY 2024-25 |
FY 2023-24 |
% Change +/(-) |
| Formulations |
Exports |
26,869 |
28,054 |
(4.23) |
|
Local |
232 |
5,691 |
(95.92) |
Total |
|
27,101 |
33,746 |
(19.69) |
| Active Pharmaceutical Ingredient (API)* |
Exports |
15,850 |
14,490 |
9.38 |
|
Local |
20,638 |
17,495 |
17.97 |
Total |
|
36,488 |
31,985 |
14.08 |
*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.
During the financial year the turnover in Formulations was Rs. 27,101 lacs as compared
to Rs. 33,746 lacs in the previous year, lower by 19.69%
During the financial year, Kopran Research Laboratories Limited, Subsidiary Company
(API) turnover was Rs 36,488 lacs as compared to Rs. 31,985 lacs in the previous year,
higher by 14.08%.
3. Dividend
The Directors of your Company recommend a Final Dividend of Rs. 3.00 (30%) per Equity
share (previous year Rs.3.00 per Equity share) subject to the approval of the Members.
The payment of Dividend as per Dividend Distribution Policy of the Company and can be
accessed on the Company website using the following link:
http://kopran.com/investors/policy/
4. Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 48.28 crores.
During the year under review, the Company has not issued any:
a) shares with differential rights b) sweat equity shares
Pursuant to the Members' approval through Postal Ballot on May 22, 2023, the Company
has adopted the ‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/
"Plan") including extension to eligible employees of group companies. The Plan
covering up to 4,75,000 equity shares (Four Lakh Seventy-Five Thousand) options, aims to
drive long-term performance, retain key talent, and enable employee participation in the
Company's growth. The Plan has been formulated in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SBEB&SE Regulations). It is administered by the Nomination and
Remuneration Committee (NRC), which also acts as the Compensation Committee for the
purposes of the SBEB&SE Regulations.
ESOPs have been granted to eligible employees, as determined by the NRC, in accordance
with the approved vesting schedule. The options are exercisable into fully paid-up equity
shares of 10 each of the Company, subject to the terms and conditions of the Plan and
applicable laws and regulations in force. The statutory disclosures as mandated under the
Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming
implementation of the Scheme in accordance with SBEB&SE Regulations and Members
resolutions have been hosted on the website of the Company at
https://www.kopran.com/investors/corporate-communications/ and the same will be available
for electronic inspection by the Members during the Annual General Meeting (AGM) of the
Company. During the year under review, The Company has allotted 75000 equity shares under
‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan").
5. Management Discussion and Analysis
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure Aof
this Report.
6. Subsidiaries, Associates and Joint Ventures
A statement containing the salient features of the financial statements of subsidiary /
associate / joint venture companies, as per Section 129(3) of the Act, is part of the
consolidated financial statements. There has been no material change in the business of
the subsidiaries.
Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are
the subsidiaries of the Company and the Salient features of their financial summary is
provided in Annexure B of this Report.
Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the
financial statement of the Company along with the relevant documents in respect of the
subsidiaries are available on the website of the Company at https://www.kopran.com/
investors/financials/.
7. Scheme Of Amalgamation (Merger by Absorption)
The Board on its meeting held on March 20, 2025 has considered Scheme Of Amalgamation
[Merger by Absorption] Pursuant To Sections 230 To 232 Of The Companies Act, 2013 And
Rules Framed Thereunder) Of Kopran Laboratories Limited (Transferor Company) With Kopran
Limited (Transferee Company) and their respective Shareholders and Creditors. Kopran
Laboratories Limited is engaged in the business of Marketing diagnostic equipment's,
consumables and automations solutions to path labs and hospitals. As per the Scheme of
Amalgamation, the Company will issue 100 (One Hundred) fully paid Equity Shares of INR
10 each of Kopran Limited (Transferee Company) against 45 (Forty-Five) Equity Share of
INR 10 of Kopran Laboratories Limited (Transferor Company) to each of the equity
shareholder holding fully paid-up Equity Shares in the Transferor Company after receipt of
requisite regulatory, creditors and shareholders approval.
8. Directors, Key Managerial Personnel & Senior Management
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Adarsh Somani (DIN: 00192609), Non-executive Director and Non-Independent
Director of the Company, is due to retire by rotation at the ensuing 66th Annual General
Meeting and being eligible, has offered himself for re-appointment. A Resolution seeking
shareholders' approval for his re-appointment along with other required details form a
part of the notice.
During the year under review, the Board of Directors on recommendation of Nomination
and Remuneration Committee (NRC) has appointed Mr. Chandresh Gunvant Gandhi (DIN:
00707947), as an Additional Director (Non-Executive, Independent) of the Company with
effect from July 29, 2025 for a period of five consecutive years. The Board considers his
association would be of immense benefits to the Company and recommends to the members for
his appointment.
On the recommendation of the Nomination. Remuneration Committee and the Board of
Directors of the Company have appointed Mr. Surendra Somani (DIN: 00600860) as Chairman
and Managing Director of the Company for a period of three years commencing from January
01, 2026 to December 31, 2028. The details of his terms of appointment are annexed to the
Notice of the AGM.
A Resolution seeking shareholders' approval for his appointment/re-appointment along
with other required details form a part of the notice.
Composition and other details of Board of Directors on March 31, 2025 is annexed
herewith as Annexure D. The Directors appointment and remuneration is in accordance
with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by
the Company.
In terms of section 203 of the Companies Act, 2013 following are the Key Managerial
Personnel (KMP) of the Company
| Mr. Surendra Somani |
– Executive Vice Chairman |
| Mr. Basant K Soni |
– Chief Financial Officer |
| Mr. Sunil Sodhani |
– Company Secretary and Compliance Officer |
| Mr. Kamesh V Bhamidipati |
– Senior Management |
No KMP or Senior Management has been appointed or has retired or resigned during the
financial year.
Independent Directors of the Company have given declaration that they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent
Directors Data Bank. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and rules made thereunder and there has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
9. Corporate Social Responsibility (CSR)
In compliance with requirements of Section 135 of the Act, the Company has laid down a
CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR
activities carried out and amount spent during the financial year ended March 31, 2025 in
the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed herewith as Annexure C. As per the CSR Rules, the Company is
mandated to spend Rs. 61,99,032 i.e., 2% of the average net profits of the Company made
during the immediately three preceding financial years as per Section 135(5). The amount
available for setoff of excess CSR spending from preceding financial year is Rs. 9,90,446.
The total CSR spending of the Company during the
FY 2024-25 is 66,00,000 towards the CSR obligation of the current financial year and
excess amount of Rs.13,91,414 spent in current financial year is available for set-off in
the succeeding financial years. The CSR policy is available on the Company's website
onhttps://www.kopran.com/wp-content/uploads/2024/08/Corporate-Social-Responsibility-Policy-revised-07022024.pdf
10. Meetings of the Board
The details of the composition of the Board and its Committees and the number of
meetings held and the attendance of Directors in such meetings are provided in the
Corporate Governance Report as a separate section in Annexure D which forms a part of the
Annual Report. There have been no instances during the year where the recommendations of
the Board Committees were not accepted by the Board.
11. Board and Committee Evaluation
The Board and Committee Evaluation are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
Board Evaluation Matrix for the Financial Year 2024-25
Evaluation to be done by |
Category of Evaluation |
| Independent Directors |
a) Board as a Whole |
|
b) Non-Independent Director |
|
c) Chairperson (Directors taking in consideration the view of Executive |
|
Vice Chairman) |
|
d) Assess the Quality, Quantity and Timeliness of Flow of Information |
|
between the Company Management and the Board |
| Board of Directors |
a) Committees of the Board |
|
b) Independent Director (excluding the Director who is being evaluated) |
| Nomination & Remuneration Committee |
All Directors (excluding the Director who is being evaluated) |
The Board has carried out the Annual Performance Evaluation of the Independent
Directors on February 11, 2025. The evaluation process consisted of various aspects of the
functioning of the Board and its committees, such as composition, experience and
competencies, performance of specific duties and obligations, governance issues etc. The
Directors were evaluated on aspects such as attendance, contribution at Board/Committee
Meetings and guidance/support to the Management outside Board/ Committee Meetings. In a
separate meeting of independent directors held on February 11, 2025, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
Performance evaluation of Directors is carried out through a structured questionnaire
which was prepared after taking into consideration various aspects of the Board's
functioning, composition of the Board and its Committees, execution and performance of
specific duties, obligations and governance.
12. Risk Management and Internal Financial Control Systems and their adequacy
The Company has framed and implemented a Risk Management Policy in terms of the
provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and
minimization of risk, including identification therein of elements of risk, if any, which
may threaten the existence of the Company.
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its Business & risk management including adherence to the Company's
Policies, the safeguarding of its Assets, the prevention and detection of frauds and
errors, the accuracy and the completeness of the accounting records and timely preparation
of reliable financial disclosure and other regulatory and statutory compliances and there
was no instance of fraud during the year under review.
More details on risks and threats have been disclosed hereinabove, as part of the
Management Discussion and Analysis. Further, in view of the increasing size and complexity
of the business operations, the Company is exposed to various risks emanating from frauds.
13. Related Party Transactions
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed on the
following link
https://www.kopran.com/wp-content/uploads/2025/04/Policy-on-Related-Party-Transaction_Revised-w.e.f.11022025.pdf
Related party transactions that were entered into during the financial year were on
arm's length basis and were in ordinary course of business. There are no materially
significant related party transactions made by the Company which may have potential
conflict with the interest of the Company. There is no material related party transactions
which are not in ordinary course of business or which are not on arm's length basis and
hence there is no information to be provided as required under Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on
related party transactions as required by the Indian Accounting Standard has been made in
the notes to Financial Statement.
14. Report on Corporate Governance
The Report on Corporate Governance as required under Regulation 34 read with Schedule V
of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite
certificate from M/s Smita Prabhu & Associates, Practicing Company Secretaries, COP:
10859, (Unique Identification No. S2013UP222100), provided in Annexure D,
confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Schedule V is attached to the
Report on Corporate Governance.
The Company compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
15. Loans, Guarantee or Investments
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Notes to the Financial Statements forming
part of the Annual Report.
16. Auditors a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain
& Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as
Statutory Auditors of the Company for a period of five consecutive years from the
conclusion of 63rd AGM to the conclusion of 68th AGM. The payments made to Auditors are
given in the Report on Corporate Governance provided in Annexure D.
Further, the report of the Statutory Auditors along with notes to Schedules is a part
of the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
The notes to the financial statements are self-explanatory and do not call for any
further comments. b) Secretarial Auditors
Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, M/s Smita
Prabhu & Associates, Practicing Company Secretary, COP: 10859, (Unique Identification
No. S2013UP222100), was appointed as Secretarial Auditors of the Company for the financial
year 2024-25. Mrs. Smita Prabhu, Practicing Company Secretary has issued the Secretarial
Audit Report for financial year 2024-25 for the Company and its Subsidiary Kopran Research
Laboratories Limited, given in Annexure E (i) & E (ii) respectively.
Secretarial Audit Report(s) for the financial year ended March 31, 2025 do not contain any
qualification, reservation or adverse remark.
At the Board meeting held on July 29, 2025, based on the recommendation of the Audit
Committee, subject to the approval of the Members at the ensuing AGM of the Company, Board
has appointed Mrs Smita Prabhu & Associates Practicing Company Secretary having
Membership No. F8337; COP No. 10859, Peer Review Certificate no. 1536/2021 as Secretarial
Auditor to hold office for a term of 5 (Five) consecutive years commencing from financial
year 2025-26 to financial year 2029-30. She will undertake secretarial audit as required
and issue the necessary secretarial audit report for the aforesaid period in accordance
with the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the
Listing Regulations. She have confirmed that her appointment complies with the eligibility
criteria in terms of Listing Regulations. The resolution seeking Members' approval for
their appointment forms part of the Notice.
17. Directors Responsibility Statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
i. In preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;
ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give true and fair view
of the state of affairs of the Company at the end of the financial year as on March 31,
2025 and of the profit of the Company for that period;
iii. They have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
18. Extracts of Annual Return
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
on the following link: https://www.kopran.com/investors/corporate-communications/
19. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and
Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.
20. Particulars of Employees and Remuneration
Disclosures pertaining to remuneration and other details required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any
Shareholder interested in obtaining the information required under Rule 5(2) and (3) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write
to the Company Secretary at investors@kopran.com
21. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report as required under Regulation 34(2)(f)
of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors, forms part
of this Annual Report and is annexed herewith as Annexure H. The same is also
disclosed on the Company's website at
https://www.kopran.com/investors/financials/pdf/Kopran_BRSR%20Report_23_24.pdf
22. Compliance with Secretarial Standards
During the year under review, the Company has complied with Secretarial Standards 1 and
2, issued by the Institute of Company Secretaries of India.
23. Vigil Mechanism
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism
or ‘Whistle Blower Policy' for directors, employees and all stakeholders to report
any concerns about unethical behavior, actual or suspected fraud or violation of Company's
Code of Conduct. The same is also disclosed on company's website:
https://www.kopran.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf. It is
affirmed that no personnel or stakeholder of the Company have been denied access to Audit
Committee.
24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act,2013
The Company is committed to create and maintain an environment in which employees can
work together without fear of sexual harassment, exploitation or intimidation. A Complaint
Redressal Committee has been set up by the Company to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the period under review, no Complaints were
received.
25. Declaration of Maternity Benefit Compliance under Maternity Benefit Act, 1961
We declare that the Company is in the compliance with all the sections of the Maternity
Benefits Act, 1961. Under Maternity Act,1961 we provide maternity leave (26 weeks for the
first two children, 12 weeks for subsequent children or adoption), medical benefits, and
other entitlements as outlined in the Act. Company have informed all employees about the
benefits available under the Maternity Benefit Act.
26. Other Disclosures/Reporting
The Directors further state that during the year under review: a) There are no
pecuniary relationship or transactions of the Non-Executive Directors vis-?-vis the
Company. b) No amount is transferred to General Reserve;
c) The Company has not accepted any deposits from the public and as such, there are no
outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
d) There were no significant/material orders passed by the Regulators or Courts or
Tribunals impacting going concern status of the Company and its operations in future.
e) There was no change in nature of Business. There have been no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year of the Company to which this Financial Statement relate and
the date of this Report.
27. Acknowledgements
The Directors wish to place on record their appreciation for the continued support and
co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the
Company.
On behalf of the Board of Directors |
|
Susheel G. Somani |
Surendra Somani |
| Chairman |
Executive Vice Chairman |
| (DIN: 00601727) |
(DIN: 00600860) |
| Date: July 29, 2025 |
|
| Place: Mumbai |
|
|