Q-Line Biotech Limited to buy 70% Heidelco for Rs 26.635175 crore

Q-Line Biotech Limited has proposed to acquire 70% of Heidelco Medicore Private Limited for Rs 26.635175 crore in cash, a purchase of 6,12,500 shares that would make the critical-care instruments and consumables manufacturer its subsidiary, subject to shareholder approval, conditions precedent and closing.

What is Q-Line Biotech buying from Heidelco Medicore?

Q-Line Biotech proposes to buy 6,12,500 equity shares, representing 70% of Heidelco Medicore’s issued and paid-up capital, from the target’s individual shareholders. The acquisition may be completed in one or more tranches, according to the disclosure made under Regulation 30 of the Securities and Exchange Board of India listing regulations.

Heidelco Medicore is a private limited company incorporated on April 26, 2013, with its registered office in Lucknow, Uttar Pradesh. Its stated business is manufacturing and supplying critical-care instruments and consumables in India. The target had paid-up share capital of Rs 87.50 lakh, compared with authorised share capital of Rs 1 crore.

Q-Line Biotech said the Rs 26.635175 crore purchase is intended to make Heidelco Medicore a subsidiary and consolidate group activities. Management described the proposal as a strategic investment and consolidation exercise intended to strengthen group synergies, marketing, manufacturing, operational, financial and administrative efficiencies.

How much will Q-Line Biotech pay for Heidelco Medicore?

Q-Line Biotech will pay aggregate cash consideration of Rs 26.635175 crore for the proposed 70% holding in Heidelco Medicore. The payment will be made in one or more tranches on closing rather than through a share swap, and the disclosed price covers the purchase of 6,12,500 equity shares.

The disclosed valuation basis is fair market value determined using the net asset value, or NAV, method as at September 30, 2026. Q-Line Biotech said the NAV basis was taken from Heidelco Medicore’s audited financial results as at that date. The filing does not disclose a per-share valuation or an earnings-based valuation method.

Heidelco Medicore reported reserves and surplus of Rs 37.175729 crore as at September 30, 2026. For the half year ended September 30, 2026, it reported turnover of Rs 57.632047 crore and profit after tax, or PAT, of Rs 3.01795 crore, providing the disclosed financial context for the controlling-stake transaction.

How has Heidelco Medicore’s turnover changed?

Heidelco Medicore’s turnover increased to Rs 108.831372 crore in FY2025-2026 from Rs 58.2647777156 crore in FY2024-2025, a rise of Rs 50.5665942844 crore. This followed turnover of Rs 50.912965666 crore in FY2023-2024, so turnover increased by Rs 7.3518120496 crore between FY2023-2024 and FY2024-2025.

For the half year ended September 30, 2026, Heidelco Medicore reported turnover of Rs 57.632047 crore and PAT of Rs 3.01795 crore. The filing does not provide comparative half-year turnover or PAT for earlier periods, so it does not establish a year-on-year half-year comparison.

FY2025-2026 turnover was more than twice the FY2023-2024 figure, increasing by Rs 57.918406334 crore over two financial years. Q-Line Biotech’s disclosure does not split this turnover between critical-care instruments and consumables or identify the specific drivers of the increase.

Is the Heidelco Medicore purchase a related-party transaction?

Yes, Q-Line Biotech has said the proposed Rs 26.635175 crore purchase is a related-party transaction and requires shareholder approval under applicable provisions. Certain directors and members of Q-Line Biotech are also members of Heidelco Medicore, creating the related-party status.

Q-Line Biotech stated that the proposed transaction will be conducted on an arm’s-length basis to ensure fairness and transparency. The filing does not name the individual shareholders selling the 6,12,500 shares, quantify their respective holdings, or describe the shareholder voting process.

The acquisition remains subject to conditions precedent, requisite approvals where applicable, and execution of share purchase agreements, or SPAs, and other transaction documents. Q-Line Biotech said it would notify the exchange under Regulation 30 on the date the SPAs are signed.

When is Q-Line Biotech expected to complete the acquisition?

Q-Line Biotech has indicated a maximum completion period of three months from signing the SPAs and other transaction documents, unless the parties extend that period. The stated timetable therefore starts from document signing rather than from the September 30, 2026 valuation date.

The Rs 26.635175 crore consideration may be paid in one or more tranches at closing. As shareholder approval and conditions precedent remain outstanding, the three-month period is conditional rather than a confirmed completion date.

After completion, Q-Line Biotech would hold 70% of Heidelco Medicore and the target would become its subsidiary. Management cited better corporate governance, enhanced marketing and manufacturing capabilities, and operational efficiency as intended outcomes, but did not disclose numerical synergy targets or a post-acquisition financial forecast.

Conclusion

The proposed cash transaction would give Q-Line Biotech a 70% controlling stake in Heidelco Medicore for Rs 26.635175 crore. The target reported turnover of Rs 108.831372 crore in FY2025-2026, compared with Rs 58.2647777156 crore in FY2024-2025, while the deal is structured as a related-party transaction valued using NAV as at September 30, 2026.

The next disclosed matters to watch are shareholder approval, satisfaction of conditions precedent and signing of the SPAs. Q-Line Biotech has said it will notify the exchange when the SPAs are signed, and it has set a maximum completion period of three months from signing unless the parties agree to an extension.