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Rubicon® RESEARCH INNOVATION I QUALITY I CARE Date: July 22, 2026 To, To, The Manager The Manager Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th floor, Plot no. C/1, G Block Dalal Street – Fort Bandra Kurla Complex, Bandra (East), Mumbai 400 001 Mumbai - 400 051 Scrip Code: 544578 NSE Symbol: RUBICON Ref: Disclosure under Regulation 37(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) Sub: Filing of Scheme of Merger of Kia Health Tech Private Limited (Wholly Owned Subsidiary) with Rubicon Research Limited – For Disclosure Purposes Only, in terms of the Exemption under Paragraph 4 of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 Dear Sir/Madam, We refer to the captioned Scheme of Merger of Kia Health Tech Private Limited (“Transferor Company”), a wholly owned subsidiary of Rubicon Research Limited (“Company”/ “Transferee Company”), with the Company, approved by the Board of Directors of the Company at its meeting held on July 20, 2026, under Section 233 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Scheme”). The Scheme is conditional upon and subject to necessary statutory and regulatory approvals/permissions and approval of the members and consent from the secured and unsecured creditors of Transferor and Transferee Company. Any amendments, modifications, or revisions to the Scheme arising from stakeholder approvals or regulatory observations/approvals shall be promptly intimated to the relevant Stock Exchange(s). The Transferor Company is a wholly owned subsidiary of the Company and the entire paid-up equity share capital of the Transferor Company is held by the Company, either directly or through its nominees. The Scheme solely provides for the merger of the Transferor Company with the Company, and does not involve any other entity, any change in the shareholding pattern of the Company, or any issuance of shares or payment of consideration. In terms of Paragraph 4 of the Preliminary Section of SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023 (“Master Circular”), read with the proviso to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the provisions of the said Master Circular – including the requirement to obtain prior approval or a no-objection letter (“NOC”) from the Stock Exchange(s) before filing a scheme of arrangement with the National Company Law Tribunal/Regional Director – shall not apply to schemes which solely provide for the merger of a wholly owned Rubicon Research Limited (formerly known as Rubicon Research Private Limited) | CIN: L73100MH1999PLC119744 Registered Office: Plot No. B-75, MedOne House, Road No. 33, Wagle Estate, Thane West, PIN – 400 604, Maharashtra, India (cid:44562)(cid:44563) +91-22-61414000 / 50414000 | (cid:44604)(cid:44605)(cid:44606)(cid:44607)(cid:44608) reachus@rubicon.co.in | (cid:33362) www.rubicon.co.in Rubicon® ,..R..E-S-E-A--R-C-H- .. INNOVATION I QUALITY I CARE subsidiary with its parent company. As the Scheme falls squarely within this exemption, application for an NOC/observation letter under Regulation 37 of the LODR Regulations in relation to the Scheme is not required. Accordingly, and solely for the purpose of disclosure as contemplated under the proviso to Paragraph 4 of the aforesaid Master Circular, we enclose herewith: 1. A signed and stamped copy of the Scheme; and 2. A certified true copy of the Board Resolution dated July 20, 2026, approving the Scheme. We request you to kindly take the above on record and arrange to disseminate the Scheme on the website of the Exchange, in terms of Paragraph 4 of the Master Circular referred to above. This letter is submitted without prejudice to, and does not constitute, an application under Regulation 37 of the LODR Regulations, and should not be treated as such. Kindly acknowledge receipt of this letter and its enclosures. Yours faithfully, For Rubicon Research Limited (Formerly known as Rubicon Research Private Limited) Deepashree Tanksale Company Secretary M. No. A28132 Encl. as above Rubicon Research Limited (formerly known as Rubicon Research Private Limited) | CIN: L73100MH1999PLC119744 Registered Office: Plot No. B-75, MedOne House, Road No. 33, Wagle Estate, Thane West, PIN – 400 604, Maharashtra, India (cid:44562)(cid:44563) +91-22-61414000 / 50414000 | (cid:44604)(cid:44605)(cid:44606)(cid:44607)(cid:44608) reachus@rubicon.co.in | (cid:33362) www.rubicon.co.in SCHEME OF ARRANGEMENT AND AMALGAMATION KIA HEALTH TECH PRIVATE LIMITED (TRANSFEROR COMPANY) WITH RUBICON RESEARCH LIMITED (TRANSFEREE COMPANY) (UNDER SECTION 233 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES THEREUNDER) Page 1 of24 A. PREAMBLE This Scheme (defined in Part I below) of arrangement and amalgamation is presented pursuant to the provisions of the Act (defined in Part I below) for the restructuring of the businesses of Rubicon Research Limited ("Rubicon / Transferee Company") (formerly known as Rubicon Research Private Limited) and Kia Health Tech Private Limited ("Kia/ Transferor Company") by way of the amalgamation of Kia (in terms ofP art III oft he Scheme) with Rubicon. B. BACKGROUND OF THE COMPANIES 1. Rubicon Research Limited ("Rubicon / Transferee Company") (a) Rubicon (CIN: L73100MH1999PLC119744) is a public limited company, incorporated on May 6,1999 under the provisions of the Companies Act, 1956. The registered office of Rubicon is situated at Medone House, B-75, Road No. 33 Wagle Estate, Thane West, Maharashtra, India, 400604. (b) Rubicon converted from a private limited company to a public limited company on July 23, 2024, and subsequently listed its shares on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE") on October 16, 2025. (c ) Rubicon is engaged in the business of undertaking scientific, technical, and clinical research in pharmaceuticals and healthcare, manufacturing of formulations, medicinal preparations, chemicals, intermediates, and dealing in medicinal plants and extracts. 2. Kia Health Tech Private Limited ("Kia / Transferor Company") (a) Kia (CIN: U24239MH2021PTC364174), a private limited company, incorporated on July 19, 2021, under the provisions of the Companies Act, 2013. The registered office of Kia is situated at Plot No. B-75, Medone House Wagle Estate, MIDC Rd No. 33, Thane, Maharashtra, India, 400604. The Transferor Company, prior to January 2022, was known as KIA Biopharma Technologies Private Limited. (b) The Transferor Company 1s a wholly owned subsidiary of the Transferee Company. As per the Memorandum of Association of Kia, Kia shall inter alia engage in the business of developing, licensing, acquiring; distributing, repacking, manufacturing, and trading of pharmaceutical products both prescription and OTC, consumer healthcare, wellness and hygiene products, healthcare technology, and data analytics. Pursuant to the above, the Transferor Company Page 2 of24 is setting up its manufacturing plant at Chhatrapati Sambhaji Nagar, Maharashtra. C. RA TI ON ALE 1. This Scheme (defined in Part I below) is proposed with a view to achieve the following: (a) The Transferor Company is a wholly owned subsidiary of the Transferee Company engaged in similar activities. The proposed amalgamation of the Transferor Company with the Transferee Company would result in business synergy and pooling of their resources into a single entity which would facilitate in exploiting the significant potential for growth. (b) The proposed Amalgamation (defined in Part I below) would result in optimising and leveraging existing resources of these companies for the most beneficial utilization of these factors in the combined entity. It would be advantageous to combine the acti [Showing first 8,000 characters — download PDF for full document]