BSECompany Update11h ago · 26 Sept 2026, 12:16 am
Intimation for Scheme of Amalgamation of Actis Generics Private Limited and their respective shareholders under section 230 to 232 and other applicable provisions of the Companies Act, 2013.
RPG Life Sciences Ltd · 532983
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RPG Life Sciences Ltd has received an intimation from its subsidiary RPG Active Pharma Ltd regarding the approval of a Scheme of Amalgamation of Actis Generics Private Ltd with RPG Active Pharma Ltd under the Companies Act, 2013. The Scheme is subject to necessary approvals and is expected to result in benefits such as streamlined corporate structure, cost savings, and improved management oversight.
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RPG Life Sciences Ltd - 532983 - Intimation For Scheme Of Amalgamation
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September 25, 2026
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, 5th Floor, Corporate Relationship Department
Plot No. C-1, G- Block, 25, P.J. Towers,
Bandra - Kurla Complex, Bandra (East) Dalal Street,
Mumbai – 400 051. Mumbai 400 001.
Symbol: RPGLIFE Scrip Code: 532983
Dear Sir/Madam,
SUB: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, as amended (“Listing Regulations”)
REF: Scheme of Amalgamation of Actis Generics Private Limited with RPG Active Pharma
Limited and their respective shareholders under Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013.
This is to inform that we have received an intimation at 20.12 hrs (IST) on September 25, 2026 from
our subsidiary company namely, RPG Active Pharma Limited (“RPGAP”) that its Board of Directors at its
meeting held today, has approved a Scheme of Amalgamation of Actis Generics Private Limited (“Actis
Generics” or “Transferor Company”), (a wholly owned subsidiary of RPGAP) with RPGAP (“Transferee
Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013 (“Act”) (“Scheme”).
The Scheme is subject to receipt of necessary approvals from the jurisdictional bench of the National
Company Law Tribunal, shareholders of RPG Active and Actis Generics, and such other persons and
authorities, as may be required.
The details required pursuant to SEBI Master Circular No. HO/49/14/14(7)2025-CFD
POD2/I/3762/2026 dated January 30, 2026, are given in Annexure I.
Yours Sincerely,
For RPG Life Sciences Limited
Rajesh Shirambekar
Head – Legal & Company Secretary
Encl: as above.
Annexure I – Brief details of Amalgamation / Merger
a) Name of the entity(ies) forming 1. RPG Active Pharma Limited (“Transferee Company”) Net
part of the amalgamation/ worth – INR 34.75 Crore (As on March 31, 2026). As, RPGAP
merger, details in brief such as was incorporated on 24th December 2025, it did not have
size, turnover etc. any revenue from operations in FY26.
2. Actis Generics Private Limited (“Transferor Company”)
Net worth – INR 34.60 Crore (As on March 31, 2026),
Revenue from operations – INR 45.96 Crore (during financial
year 2025-26).
b) Whether the transaction would Yes, both the companies involved in the transaction are related
fall within related party parties to each other.
transactions? If yes, whether
the same is done at “arms’ However, in terms of General Circular No. 30/2014 dated 17th
length” July 2014 issued by Ministry of Corporate Affairs (“MCA
Circular”), the transactions arising out of compromises,
arrangements and amalgamations under the Companies Act,
2013 (“Act”), will not attract the requirements of Section 188
of the Act.
c) Area of business of the a) The Transferor Company is, inter alia, engaged in the
entity(ies) business of manufacturing of pharmaceutical, medical
chemicals and botanical products; and
b) The Transferee Company is, inter alia, engaged in the
business of manufacturing and marketing of active
pharmaceutical ingredients.
d) Rationale for amalgamation/ 1. The Transferor Company is a wholly owned subsidiary of
merger the Transferee Company. It is proposed to amalgamate the
Transferor Company with the Transferee Company to
consolidate the assets and liabilities of the Transferor
Company pursuant to amalgamation. The Scheme provides for
the amalgamation of the Transferor Company with the
Transferee Company and will result in the following benefits:
a. streamlining of the corporate structure and consolidation
of assets and liabilities of the Transferor Company with the
Transferee Company leading to value consolidation;
b. more efficient utilization of capital for enhanced
development and growth of the consolidated business in
one entity;
c. easier implementation of corporate actions through
simplified compliance structure;
d. improve management oversight and bring in operational
efficiencies;
e. cost savings through legal entity rationalisation and
consolidation of various functions, business processes,
elimination of duplicate expenses, etc;
f. reduction of administrative responsibilities, multiplicity of
records and legal & regulatory compliances;
g. stronger balance sheet and net worth of the Transferee
Company entails scope for better facilitation terms with
existing and potential lenders to meet capital needs for
business purposes;
h. the increased asset base of the Transferee Company
would benefit all the stakeholders including the creditors
of the Transferor Company and the Transferee Company,
who would continue to be associated with the Transferee
Company; and
i. better business synergy in semi-conductor market in India.
j. Thus, the amalgamation is in the interest of the
shareholders, creditors and all other stakeholders of the
Transferor Company and the Transferee Company and is
not prejudicial to or affecting the rights and interests of
the concerned shareholders, creditors or the public at
large.
e) In case of cash consideration – The Transferor Company is a wholly owned subsidiary of the
amount or otherwise share Transferee Company and therefore, there shall be no issue of
exchange ratio shares as consideration for the amalgamation of the
Transferor Company with the Transferee Company.
Upon the Scheme becoming effective, all shares of the
Transferor Company held by the Transferee Company along
with its nominees, shall stand cancelled without any further
application, act, instrument or deed and be of no effect
without any necessity of them being surrendered.
f) Brief details of change in Upon the Scheme becoming effective, there shall be no change
shareholding pattern (if any) of in the shareholding pattern of the Company.
listed entity