Date: July 22, 2026

Board Meeting Outcomes

  • Board of Directors approved the Scheme of Amalgamation of Kia Health Tech Private Limited (wholly-owned subsidiary) with Rubicon Research Limited at meeting held on July 20, 2026
  • Approval granted under Section 233 of Companies Act, 2013 read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
  • Scheme is conditional upon necessary statutory/regulatory approvals and member/creditor approvals

Disinvestment / Strategic Actions

  • Merger of wholly-owned subsidiary Kia Health Tech Private Limited (CIN: U24239MH2021PTC364174) with parent company Rubicon Research Limited
  • Transferor Company: Kia Health Tech Private Limited
  • Transferee Company: Rubicon Research Limited
  • No change in shareholding pattern or issuance of shares as Kia is fully owned by Rubicon
  • Entire paid-up equity share capital of Transferor Company (88,00,000 equity shares of ₹10 each totaling ₹880 lakhs) held by Rubicon
  • Appointed Date: April 1, 2026 (tentative, subject to Regional Director approval)
  • Strategic Rationale: Business synergy, pooling of resources, reduction in compliance costs, optimized cash management, augmented manufacturing footprint

Financial Results

Rubicon Research Limited Capital Structure:

As on April 1, 2026:

  • Authorized Share Capital: 23,89,90,000 equity shares of Re. 1 each (₹2389.90 lakhs)
  • Issued, Subscribed and Paid-up: 16,50,92,124 equity shares of Re. 1 each (₹1650.92 lakhs)

As on June 30, 2026:

  • Authorized Share Capital: 23,89,90,000 equity shares of Re. 1 each (₹2389.90 lakhs)
  • Issued, Subscribed and Paid-up: 16,53,82,750 equity shares of Re. 1 each (₹1653.82 lakhs)
  • Increase due to exercise of employee stock options under Rubicon Research Limited-Employee Stock Option Scheme 2022

Kia Health Tech Private Limited Capital Structure:

As on April 1, 2026 and filing date:

  • Authorized Share Capital: ₹1680.00 lakhs
  • Issued, Subscribed and Paid-up: 88,00,000 equity shares of ₹10 each (₹880.00 lakhs)

Post-merger authorized capital of Rubicon will increase to ₹40,69,90,000 divided into 40,69,90,000 equity shares of Re. 1 each

Scheme Details

  • Transferor Company (Kia) engaged in pharmaceutical products manufacturing, consumer healthcare, wellness products, and healthcare technology
  • Kia setting up manufacturing plant at Chhatrapati Sambhaji Nagar, Maharashtra
  • All assets, liabilities, contracts, employees, intellectual property rights, legal proceedings of Kia will transfer to Rubicon
  • All employees of Transferor Company will become employees of Transferee Company without interruption of service
  • Tax treatment: Scheme complies with Section 2(6) of Income Tax Act, 2025 for amalgamation
  • Transferor Company will dissolve without winding-up upon scheme effectiveness

Authorization

  • Mrs. Pratibha Pilgaonkar (Managing Director), Mr. Parag Sancheti (Executive Director & CEO), and/or Mr. Nitin Jajodia (CFO) authorized to sign all documents related to scheme implementation
  • Company Secretary: Deepashree Tanksale (M. No. A28132)