Execution of Business Transfer Agreement

July 29, 2026 National Stock Exchange of India Limited BSE Limited Plot No. C/1, “G” Block, Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East), Dalal Street, Mumbai 400 051 Mumbai 400 001 Symbol: RPGLIFE Security Code: 532983 Dear Sirs, Sub: Outcome of Board Meeting In continuation to our letter dated December 15, 2025, and pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Board of Directors of the Company, at its meeting held today, i.e., Wednesday, July 29, 2026, inter alia, considered and unanimously approved the following: 1. Execution of Business Transfer Agreement for Sale of Assets and other ancillary agreements pertaining to the API business of the Company to RPG Active Pharma Limited (RPGAP), a Wholly Owned Subsidiary of the Company (WOS), as a going concern on slump sale basis. 2. Execution of an Investment and shareholders’ Agreement (IA) amongst the Company, RPGAP, India Life Sciences Fund IV Domestic (ILSF) and Vistaject Fund (VJF) for the proposed issue of shares by its wholly owned subsidiary RPG Active Pharma Limited (“RPGAP”) and governance of RPGAP thereafter. 3. Execution of Share Purchase Agreement by RPGAP for acquisition of entire stake of Actis Generics Private Limited. 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 Annexures A, B, C & D to this letter. The Board Meeting commenced at 8:30 pm and concluded at 08:45 pm. Yours sincerely, For RPG Life Sciences Limited Rajesh Shirambekar Head – Legal & Company Secretary. Encl : as above. Annexure A Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Business Transfer Agreement for transfer of Active Pharmaceutical Ingredients (API) Business to Wholly Owned Subsdiary. Sr. No. Particulars Details 1 The amount and percentage of the Revenue of active pharmaceutical ingredients turnover or revenue or income and net (“API”) business for FY26 was Rs. 95.06 crores, worth contributed by such unit or division which represents about 13.54% of the or undertaking or subsidiary or associate consolidated turnover of the Company for FY26. company of the listed entity during the last financial year Net worth of API business as on March 31, 2026 was Rs. 70.92 crores, which represents 11.72% of the total Net worth of the Company. 2 Date on which the agreement for sale has July 29, 2026 been entered into 3 The expected date of completion of Subject to completion of customary conditions sale/disposal precedent, receipt of requisite statutory, regulatory, and/ or other approvals, if any, and in accordance with the provisions of the BTA, the sale is expected to be completed on or before 30th September 2026 or such other date as may be mutually agreed in writing by the parties. 4 Consideration received from such The consideration for the transaction is about sale/disposal Rs. 33.55 crore (Rupees Thirty Three Crore Fifty Five Lakhs), subject to actual value of assets and liabilities on the closing date. 5 Brief details of buyers and whether any of The API business of the Company is being sold the buyers belong to the to RPG Active Pharma Limited, Wholly Owned promoter/promoter group/group Subsdiary. companies. If yes, details thereof 6 Whether the transaction would fall within Yes, the transaction is a related party related party transactions? transaction with a wholly owned subsidiary of the Company and is being done at “arm’s If yes, whether the same is done at “arm’s length”. length” 7 Whether the sale, lease or disposal of the Yes, the sale transaction shall be outside undertaking is outside Scheme of Scheme of Arrangement. Arrangement? The said sale of the API business undertaking of If yes, details of the same including the Company does not constitute an compliance with regulation 37A of Listing undertaking or substantially the whole of an Regulations undertaking in terms of Section 180 of the Companies Act, 2013. Further, the API business is proposed to be sold to a wholly owned subsidiary of the Company. Hence, additional disclosures under Regulation 37A of the SEBI Listing Regulations are not applicable for the proposed transaction. 8 Additional disclosures in case of a slump sale (“slump sale" shall mean the transfer of one or more undertakings, as a result of the sale for a lump sum consideration, without values being assigned to the individual assets and liabilities in such sales.) (i) name of the entity(ies) forming part of the Seller: RPG Life Sciences Limited was slump sale, details in brief such as, size, incorporated on 29th March, 2007 and has its turnover etc.; registered office at RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai - 400030, India. The standalone revenue from operations of the Company in FY26 was Rs. 707.52 Crores. Buyer: RPG Active Pharma Limited (RPGAP) was incorporated on 24th December, 2025 as a wholly owned subsidiary of the RPG Life Sciences Limited and has its registered office at RPG House, 463, Dr. Annie Besant Road, Worli, Mumbai - 400030, India. As, RPGAP was incorporated on 24th December 2025, it did not have any revenue from operations in FY26. (ii) area of business of the entity(ies) Seller: The Company is engaged in the business of manufacturing and marketing of Pharmaceutical products and Active Pharmaceutical Ingredients in India and overseas. Buyer: RPGAP has been formed with its main object as carrying out the business of manufacturing Active Pharmaceutical Ingredients (API) (iii) rationale for slump sale amalgamation/ This slump sale will enable in providing sharper merger; focus on growth of API business in the subsidiary while providing operational and strategic flexibility for the Company to pursue growth of the Formulations business. (iv) in case of cash consideration – amount or Cash consideration. Refer point no. 4 above. otherwise share exchange ratio (v) brief details of change in shareholding No change in the shareholding pattern of the pattern (if any) of listed entity Company is expected due to this transaction. Annexure B Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Dilution of shareholding in RPG Active Pharma Limited, on account of further issue of capital by the WOS Sr. Particulars Details a. The amount and percentage of the Revenue of active pharmaceutical ingredients turnover or revenue or income and net (“API”) business for FY26 was Rs. 95.06 worth contributed by such unit or crores, which represents about 13.54% of the division of the listed entity during the turnover of the Company for FY26. The net last financial year; worth contributed by such API business is 11.72%. b. Date on which the agreement for sale 29th July, 2026 has been entered into c. The expected date of completion of Within 120 days from date of agreement sale/disposal; d. Consideration received from such India Life Sciences Fund IV Domestic and sale/disposal; Vistaject Fund to invest collectively Rs. 243.33 crores in RPG Active Pharma Limited (RPGAP) for a stake of about 40% in RPGAP on a fully diluted basis. e. Brief details of buyers and whether Not Applicable any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof; f. Whether the transaction would fall No within related party transactions? g. Additionally, in case of a slump sale, Not Applicable indicative disclosures provided for amalgamation/ merger, shall be disclosed by the listed entity with respect to such slump sale; Annexure C Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Investment and Shareholders Agreement to be entered into between the Company, RPG Active Pharma Limited and India Life Sciences Fund IV Domestic and Vistaject Fund. Sr. Particula [Showing first 8,000 characters — download PDF for full document]