Q-Line Biotech to buy 70% of HMPL for Rs 26.64 crore

Q-Line Biotech Limited plans to acquire a 70% stake in Heidelco Medicore Private Limited for Rs 26.64 crore in cash, a deal that would make HMPL its subsidiary and uses net asset value, or NAV, as at September 30, 2026 as its valuation basis.

What is Q-Line Biotech buying from HMPL?

Q-Line Biotech is proposing to purchase 612,500 equity shares, representing 70% of HMPL’s total issued and paid-up capital, from its individual shareholders. The announced aggregate cash consideration is Rs 26.64 crore, payable in one or more tranches on closing.

HMPL is a private limited company incorporated on April 26, 2013, with its registered office in Lucknow, Uttar Pradesh. Its authorised share capital is Rs 1 crore and its paid-up share capital is Rs 87.50 lakh, according to the acquisition disclosure.

The announced 70% purchase would make HMPL a subsidiary of Q-Line Biotech. Q-Line Biotech said the acquisition forms part of its strategic investment consolidation and expansion plan, rather than identifying it as an acquisition outside its group structure.

The proposed consideration is based on fair market value using the NAV method as at September 30, 2026. Q-Line Biotech said the NAV basis was determined from HMPL’s audited financial results as on that date, while the consideration of Rs 26.64 crore is payable in cash rather than through a share swap.

What does HMPL manufacture and how has it performed?

HMPL manufactures and supplies critical-care instruments and consumables in India. The target is classified in the manufacturing industry, and Q-Line Biotech identified its critical-care product line as the business being brought further into the group structure.

HMPL reported turnover of Rs 108.83 crore in FY2025-2026, compared with Rs 58.26 crore in FY2024-2025 and Rs 50.91 crore in FY2023-2024. Turnover increased by Rs 50.57 crore between FY2024-2025 and FY2025-2026, after rising by Rs 7.35 crore in the preceding year.

For the half year ended September 30, 2026, HMPL recorded turnover of Rs 57.63 crore and profit after tax, or PAT, of Rs 3.02 crore. The half-year turnover was more than half of FY2025-2026 turnover of Rs 108.83 crore, though Q-Line Biotech did not disclose a comparable prior-year half-year figure or a full-year earnings target.

HMPL had reserves and surplus of Rs 37.18 crore as on September 30, 2026. Q-Line Biotech cited the target’s NAV as at that date as the valuation method, rather than disclosing a turnover-based or earnings-based valuation metric.

Why is the HMPL transaction a related-party deal?

The HMPL acquisition is a related-party transaction because certain directors and members of Q-Line Biotech are also members of HMPL. Q-Line Biotech said the proposed Rs 26.64 crore transaction will be conducted on an arm’s-length basis to ensure fairness and transparency.

The company must obtain shareholder approval because the proposed 70% purchase falls within applicable related-party transaction provisions. The announcement does not identify the directors or members concerned, their respective HMPL holdings, or a timetable for shareholder approval.

Q-Line Biotech said the transaction may be completed in one or more tranches from HMPL’s existing shareholders. This means the disclosed Rs 26.64 crore aggregate consideration applies to the full 612,500-share acquisition, even if payment and share transfers take place through more than one tranche.

Management said the consolidation plan is intended to strengthen group synergies and enhance operational, financial and administrative efficiencies. It also cited corporate governance, marketing and manufacturing capabilities, and business synergies, while describing improved profitability as an intended outcome rather than a reported result.

When could Q-Line Biotech complete the HMPL purchase?

Q-Line Biotech indicated a maximum completion period of three months from the signing of the share purchase agreements, or SPAs, and other transaction documents. That period may be extended if the SPA parties agree, so the disclosure does not set a fixed calendar closing date.

The 70% purchase remains subject to fulfilment of conditions precedent, shareholder approval and any requisite approvals. Q-Line Biotech said it will make a Regulation 30 intimation to the stock exchange when the SPAs are signed.

Cash is the sole disclosed form of consideration for the Rs 26.64 crore transaction, with no share-swap component mentioned. Q-Line Biotech has not stated in this acquisition disclosure how it will fund the payment, nor has it disclosed deferred consideration, an earn-out, indemnity or price-adjustment mechanism.

HMPL operates in India, which is also the only country of operation disclosed for the target. Once the 612,500-share transfer, approvals and closing conditions are completed, the transaction would consolidate a domestic critical-care instruments and consumables manufacturer as a Q-Line Biotech subsidiary.

Conclusion

Q-Line Biotech’s proposed Rs 26.64 crore cash purchase would move HMPL from group-company status to subsidiary status through a 70% acquisition. The target reported Rs 108.83 crore of turnover in FY2025-2026, while its half-year results to September 30, 2026 included Rs 57.63 crore of turnover, Rs 3.02 crore of PAT and Rs 37.18 crore of reserves and surplus.

The next disclosed matters to watch are shareholder approval, fulfilment of conditions precedent and SPA signing, which Q-Line Biotech says will be separately intimated under Regulation 30. Completion is indicated within a maximum of three months from signing the transaction documents, unless the SPA parties extend that period.