Amalgamation/Merger

19th August 2026 (1) BSE Limited (2) National Stock Exchange of India Limited Listing Department, Listing Department Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th floor, Dalal Street, Plot no. C/1, G Block, Bandra Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai - 400 051 Scrip Code: 500087 Scrip Code: CIPLA (3) SOCIETE DE LA BOURSE DE LUXEMBOURG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) Dear Sir / Madam, Pursuant to Regulation 30 of SEBI Listing Regulations and further to our intimation dated 19th March 2026, we wish to inform you that, in connection with the Scheme of Amalgamation of Inzpera Healthsciences Limited ("Transferor Company"), a wholly-owned subsidiary of the Company, with Cipla Limited ("Transferee Company"), the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated 18th August 2026, has allowed the Company Scheme Application (CA(CAA)/114/MB/2026) with the directions as set out in the Order. A copy of the Order, as available on the website of the NCLT, is enclosed and has also been uploaded on the website of the Company. Please take the above information on record. Thanking you, Yours faithfully, For Cipla Limited Rajendra Chopra Company Secretary Prepared by: Chirag Hotchandani Cipla Ltd. Regd. Office - Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, India P +91 22 41916000 W www.cipla.com E-mail contactus@cipla.com Corporate Identity Number L24239MH1935PLC002380 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)-114/MB/2026 In the matter of Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation Inzpera Healthsciences Limited (Transferor Company) with Cipla Limited (Transferee Company) Inzpera Healthsciences Limited ….Applicant Company-1/ [CIN: U74999MH2016PLC282701] Transferor Company Cipla Limited ….Applicant Company-2/ [CIN: L24239MH1935PLC002380] Transferee Company Pronounced: 18.08.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K.R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) Appearance : Hybrid For the Applicant : CA Harsh C. Ruparelia i/b A R C H & Associates O R D E R 1. This is an Application filed under Sections 230 to 232 of the Companies Act, 2013, seeking necessary directions of this Tribunal for notices and convening meetings/dispensation of meetings with respect to the Scheme of Amalgamation IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/114/MB/2026 (by Absorption) of Inzpera Healthsciences Limited (Transferor Company) with Cipla Limited (Transferee Company) and their respective shareholders. 2. The Applicant Companies stated that the Board of Directors of the Applicant Companies at their respective meetings held on 19.03.2026 have approved the Scheme. Copies of the relevant resolutions are part of the Application. The Appointed Date fixed for the Scheme is 01.04.2026. 3. The Applicant Companies further stated that the Transferor Company is a wholly owned subsidiary of the Transferee Company. 4. Nature of Business: It is submitted by the Applicant Companies that – The Transferor Company is engaged in the business of development, manufacturing and marketing of pharmaceutical products. The Transferee Company is engaged in the business of manufacturing and marketing of pharmaceutical products. 5. Rationale of the Scheme: The Applicant Companies stated that the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company anticipates the following benefits - a) The amalgamation will enable appropriate consolidation of the activities of the Transferor Company and Transferee Company with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters. b) To achieve consolidation, greater integration and flexibility, which will maximise overall shareholder value and improve the competitive position of the combined entity. c) To achieve greater efficiency in cash management and unfettered access to cash flows generated by the combined entity, which can be deployed more effectively to fund organic and inorganic growth opportunities. d) Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to Page 2 of 10 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/114/MB/2026 compete successfully in an increasingly competitive industry. e) Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, elimination of duplication and rationalization of administrative expenses. f) The amalgamation will result in a reduction of the multiplicity of entities, thereby reducing compliance costs of multiple entities, viz., statutory filings, regulatory compliances, labour law/ establishment related compliances. 6. The Applicant Companies stated that the Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant as on date is as under: First Applicant Company: Particulars Amount (Rs.) Authorised Share Capital 3,56,90,000 equity shares of Rs.10/- each 35,69,00,000 2,13,10,000 0.0001% Non-Convertible Redeemable 21,31,00,000 Preference Shares of Rs. 10/- each TOTAL 57,00,00,000 Issued, Subscribed and Paid-up Share Capital 3,48,64,845 equity shares of Rs.10/- each fully paid-up 34,86,48,450 2,13,10,000 0.0001% Non-Convertible Redeemable 21,31,00,000 Preference Shares of Rs. 10/- each, fully paid-up TOTAL 56,17,48,450 Second Applicant Company: Particulars Amount (Rs.) Authorised Share Capital 87,50,00,000 equity shares of Rs.2/- each 175,00,00,000 TOTAL 175,00,00,000 Issued, Subscribed and Paid-up Share Capital 80,78,45,316 equity shares of Rs.2/- each fully paid-up 1,61,56,90,632 TOTAL 1,61,56,90,632 7. Consideration: The Ld. PCA for the Applicant Companies submitted that: Page 3 of 10 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/114/MB/2026 Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, all the equity shares of the Transferor Company held by the Transferee Company shall be cancelled and shall be deemed to have been cancelled without any further act or deed. Accordingly, upon amalgamation, there will be no issue and allotment of shares of the Transferee Company to the shareholders of the Transferor Company, being the Transferee Company itself. 8. Meetings of Shareholders and Creditors 8.1 The Ld. PCA for the Applicant Companies submitted that the Transferor Company has seven (7) Equity Shareholders and one (1) Preference Shareholder. The Transferor Company has obtained consent affidavits from all its Equity Shareholders and the sole Preference Shareholder. In view of the same, convening and holding a meetings of the equity shareholders as well as the preference shareholders of the Transferor Company is dispensed with. Copy of the certificate from an Independent Auditor certifying the names and numbers of the equity shareholders and preference shareholders of the Company as well as the consent affidavits of the shareholders are part of the Application. 8.2 The Ld. PCA for the Applicant Companies further submitted that as on 22.05.2026, there are no Secured Creditors in the Transferor Company. A copy of the certificate issued by the statutory auditor of the Company certifying that the company does not have any Secured Creditors is part of the Application. In view of the fact that there are no Secured Creditors in the Transferor Company, no meeting of Secured Creditors is required. 8.3 The Ld. PCA for the Applicant Companies further submitted that as on 22.05.2026, there is one (1) Unsecured Creditor for an amount of Rs. 22,6 [Showing first 8,000 characters — download PDF for full document]