1. Business Transfer Agreement for Sale of API Business

  • The Company will execute a Business Transfer Agreement to transfer its API business to RPG Active Pharma Limited (RPGAP), its wholly owned subsidiary, on a slump sale basis as a going concern.
  • The API business contributed revenue of Rs. 95.06 crores in FY26, representing approximately 13.54% of the Company's consolidated turnover.
  • The net worth of the API business as of March 31, 2026 was Rs. 70.92 crores, representing 11.72% of the Company's total net worth.
  • The consideration for the transaction is approximately Rs. 33.55 crore, subject to adjustment based on the actual value of assets and liabilities on the closing date.
  • The transaction is expected to be completed on or before September 30, 2026, subject to customary conditions precedent and requisite statutory/regulatory approvals.
  • This constitutes a related party transaction with a wholly owned subsidiary and is being done at arm's length.

2. Investment and Shareholders Agreement

  • The Company will execute an Investment and Shareholders Agreement among RPG Life Sciences, RPGAP, India Life Sciences Fund IV Domestic (ILSF), and Vistaject Fund (VJF).
  • ILSF and VJF will collectively invest Rs. 243.33 crores in RPGAP for approximately a 40% stake on a fully diluted basis.
  • The investment is expected to be completed within 120 days from the agreement date (July 29, 2026).
  • The agreement grants investors customary governance rights including board nomination rights, pre-emptive rights, affirmative voting rights, information rights, and exit rights.
  • This transaction does not constitute a related party transaction.

3. Share Purchase Agreement for Acquisition of Actis Generics

  • RPGAP will execute a Share Purchase Agreement to acquire 100% of Actis Generics Private Limited.
  • The acquisition cost is Rs. 80.00 crores (Rupees Eighty Crores), subject to working capital adjustments at closing.
  • Actis Generics is a bulk drug intermediates company with turnover of Rs. 48.24 crores (FY25), Rs. 70.02 crores (FY24), and Rs. 65.64 crores (FY23).
  • The company has paid-up capital of Rs. 7.45 crores (74,50,000 equity shares of Rs. 10 each).
  • The acquisition is expected to be completed on or before November 15, 2026.
  • This acquisition supports the Company's strategy to expand its API business through its subsidiary and does not constitute a related party transaction.

Rationale and Impact

  • The slump sale will enable sharper focus on growth of the API business within the subsidiary while providing operational and strategic flexibility for the Company to pursue growth of its Formulations business.
  • The investment by ILSF and VJF will provide capital for organic and inorganic growth opportunities in the API business.
  • No change in the shareholding pattern of RPG Life Sciences Limited is expected from these transactions.

The Board Meeting commenced at 8:30 PM and concluded at 8:45 PM on July 29, 2026.

#RPG Life Sciences #SEBIDisclosure #RegulatoryCompliance #BusinessRestructuring #APIBusiness #Neutral