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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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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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