Scheme of Arrangement

~ ~ RP-Sanjiv Goenka , Grou c-row I rig Legacies VENTURES SEC/SB/570 June 25, 2026 BSE Limited National Stock Exchange of India Limited Sir Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor Dal a I Street, Fort Plot No. C-1, Block G Mumbai -400001 Sandra Kurla Complex, Bandra (East} Scrip code: 542333 Mumbai-400051 Scrip code: RPSGVENT Dear Sir/ Madam, SUB: Intimation of the outcome of the meeting of the Board of Directors of RPSG Ventures Limited ("Company" or "RPSG"} held on June 25, 2026, and disclosure under Regulation 30 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("Listing Regulations"} REF: A. Acquisition of Clarion ix Healthcare Private Limited B. Composite Scheme of Arrangement amongst Woodlands Multispeciality Hospital Limited and RPSG Ventures Limited and Clarionix Healthcare Private Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Pursuant to provisions of Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, it is hereby informed that the Board of Directors of the Company ("the Board") at its meeting today, i.e. June 25, 2026, has, inter alia, considered and approved the following: A. Acquisition of Clarionix Healthcare Private Limited Acquisition of 100% equity shareholding of Clarionix Healthcare Private Limited {CIN: U86100WB2026PTC288277) ("RPSG WOS") and consequently it has become a wholly-owned subsidiary of the Company effective today. The detailed disclosures as required under Regulation 30 read with Schedule Ill of the Listing Regulations and SEBI Master Circular bearing reference no. HO/ 49/14/14(7)2025- CFDPOD2/l/3762/2026 dated January 30, 2026, is enclosed herewith as Annexure-1. 1111 RPSG VENTURES LIMITED Regd. Office: CESC House, Chowringhee Square, Kolkata 700 001, India e-mail: rps~venture%vrpsg.in ti Tel. ~9133 2225 6040 u CIN: L74999WB2017PLC219318 J Web· www.rpsgven u,·esltd.com (FOi merly known a5 CESC VENTURES LIMITED) RP-Sanjlv Goenka Group Growing Legacies VENTU. E S B. Composite Scheme of Arrangement A composite scheme of arrangement amongst the Company, Woodlands Multispeciality Hospital Limited ("WMHL") and Clarionix Healthcare Private Limited ("RPSG WOS") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme"), which inter alia, provides for: (i) amalgamation of WMHL with the Company; and {ii) transfer and vesting of the Hospital & Nursing Undertaking (as defined in the Scheme) from the Company into RPSG WOS on a slump sale basis. The Scheme is subject to receipt of necessary approvals from the jurisdictional bench of the National Company Law Tribunal ("NCLT"), stock exchanges, the Securities and Exchange Board of India, shareholders and such other authorities, as may be required. The Scheme as approved by the Board would be available on the website of the Company at https://www.rpsgventuresltd.com after submission of the same with the Stock Exchanges. ln terms of the Listing Regulations read with SEBI No SEBI/HO/CFD/POD2/P/C!R/2023/93 dated June 20, 2023, read with the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, we are furnishing herewith the details of the Scheme in Annexure ll and Annexure Ill. The Board MPet1ng commenced at 3:00 p.m. and concluded at 4:30 p.m. Thanking you. Yours faithfully, Fort bl~f of RPSG Ventures Limited Sudip Kum~ Ghosh Compliance Officer 2111 RPSG VENTURES LIMITED Regd. Oftice: CESC House, Chowringhee Square, Kolkarn -700 001. India e-mail : rpsgventuresr~ rpsg.in .J Tel: +91 33 2225 6040 J CIN : L74999WB2017PLC2193I8 u Web: www.rpsgventuesltd., om (. orrnerly known as CESC VENTURES LIMITED) ~ .. RP-Sanjiv Goenka , Group G,owtog Legacies VENTuR E S Annexure I: Brief details of acquisition of Clarion ix Healthcare Private Limited Particulars Details 1. Name of the target entity, details in brief Clarionix Healthcare Private Limited (CIN: U86100WB2026PTC288277) ("RPSG WOS") such as size, turnover etc. Turnover- Nil 2. Whether the acquisition would fall within No related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof andwhether the same is done at"arm's length" 3. Industry to which the entity being Main objects of RPSG WOS include establishing, acquired belongs maintaining, and managing facilities for medical care, nursing homes, hospitals, health clubs, blood banks and other related activities. 4. Objects and impact of acquisition The Company has acquired RPSG WOS to explore (including but not limited to, disclosure of new business opportunities in the medical sector. reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) 5. Brief details of any governmental or Not Applicable regulatory approvals required for the Acquisition 6. Indicative period for completion of the The Company has acquired 10,000 equity shares acquisition of face value of INR 10 each representing 100% of the Equity Share Capital of RPSG WOS for a purchase consideration of INR 1 lakh. 7. Consideration - whether cash Please see point (6) above. consideration or share swap orany other form and details of the same 8. Cost of acquisition and/or the price at Please see point (6) above. which the shares are acquired 9. Percentage of shareholding /control Please see point (6) above. acquired and / or number of shares acquired 3 I 11 RPSG VENTURES LIMITED Regd. Office: CESC House. Chowrmghee Square, Kolkata · 700 001, India e-mail : rpsgventures,J rpsg.in u Te : ~91 33 2225 6040 u CIN: L74999WB2017PLC2193l8 o Web: www.rpsgventureslrd. 'Om (FOi merly known as CESC VEN URES LIMITED) ~ 6.- RP-Sanjlv Goenka , Group - -- - Growing Legacies V E NT u RE S 10. Brief background about the entity Please see point (1} to (4) above. acquired in terms of products/line of business acquired, date of incorporation, Date of Incorporation of RPSG WOS is May 20, history of last 3 years turnover, country in 2026 which the acquired entity has presence and any other significant information (in brief) 4 I 11 RPSG VENTURES LIMITED Regd. Office: CESC House, Chowringhee SQuare, Kolkata -700 001, India e-mail: rpsgventures;. rpsg.in .:i Tel: +91332225 6040 □ CIN: L74999WB2017PLC219318 □Web:www.rpsgvenluresltJ.com (Formerly known as CESC VENTURES LIMITED) ~ '- RP-SanjivGoenka Group Growing Legaclei: VENTURES Annexure II - Brief details of Amalgamation/ Merger a) Name of the 1. Woodlands Multispeciality Hospital Limited entity(ies) forming part of Total assets-lNR 458.15 Crore (As on March 31, 2026) the Net worth - IN R 326.97 Crore (As on March 31, 2026) amalgamation/ Revenue from operations-lNR 250.08 Crore (during financial year 2025-26) merger, details in brief such as size, turnover 2. RPSG Ventures Limited Total assets - INR 4,336.61 Crore (As on March 31, 2026) Net worth-lNR 1,610.86 Crore (As on March 31, 2026) Revenue from operations-lNR 270.50 Crore (during financial year 2025-26) b) Whether the Yes, both the companies involved in the transaction are related parties to each transaction other. would fall within related In terms of General Circular No. 30/2014 dated July 17, 2014 issued by Ministry of party Corporate Affairs ("MCA Circular''), the transactions arising out of compromises, transactions? If arrangements and amalgamations under the Companies Act, 2013 ("Act"), will not yes, whether attract the requirements of Section 188 of the Act. the same is done at "arms' The consideration for the amalgamation is being discharged on an "arm's length" length" basis. c) Area of a) WMHL, inter alia, engaged in the business of healthcare and other related business of the services; and entity(ies) b) The Company is, inter alia, engaged in the business of informati [Showing first 8,000 characters — download PDF for full document]