RPSG Ventures Limited has acquired 100% equity shareholding of Clarionix Healthcare Private Limited for a purchase consideration of INR 1 lakh, making it a wholly-owned subsidiary effective June 25, 2026. The acquisition allows the company to explore new business opportunities in the medical sector. Clarionix Healthcare Private Limited, incorporated on May 20, 2026, has a nil turnover and is engaged in establishing and managing medical care facilities.

Acquisition Details

The board of directors approved the acquisition of 10,000 equity shares of face value INR 10 each, representing the entire equity share capital of the target entity. The transaction does not fall within related party transactions, and no specific governmental or regulatory approvals were required for the acquisition.

Composite Scheme of Arrangement

The board approved a composite scheme of arrangement amongst RPSG Ventures Limited, Woodlands Multispeciality Hospital Limited (WMHL), and Clarionix Healthcare Private Limited. The scheme provides for the amalgamation of WMHL with the company and the transfer of the Hospital & Nursing Undertaking from the company to Clarionix Healthcare Private Limited on a slump sale basis. The consideration for the slump sale is INR 400 crore.

Financial Metrics of Entities Involved

As part of the scheme disclosure, the company provided financial details for the entities involved as on March 31, 2026.

Share Exchange Ratio and Impact

In consideration for the amalgamation, the company will issue 500 optionally convertible redeemable preference shares (OCRPS) of INR 10 each for every 1 equity share of INR 10 each held in WMHL. These OCRPS are convertible into 5 equity shares each within 18 months from the date of allotment. If not converted, they will be redeemed at par after 78 months. The scheme is subject to approvals from the National Company Law Tribunal, stock exchanges, and the Securities and Exchange Board of India.

The shareholding pattern of the company will remain unchanged immediately upon the scheme becoming effective. However, if all OCRPS are converted into equity shares, the post-scheme shareholding pattern will see promoters holding 68.91% and non-promoters holding 31.09% of the total expanded equity capital of 50,799,909 shares.

Rainbow Investments Limited has disclosed that it held 1,29,29,326 equity shares in RPSG Ventures Limited as of March 31, 2026. The entity confirmed that it did not create any encumbrance on these shares, directly or indirectly, during the financial year ended March 31, 2026. This declaration provides transparency regarding the holding status and the free availability of the shares.

The disclosure was made pursuant to Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The filing was submitted to the Listing Departments of the National Stock Exchange of India Limited and BSE Limited. The communication was addressed to the Audit Committee of the Board of RPSG Ventures Limited.

Shareholding Details

The filing provides specific details regarding the shareholding position of Rainbow Investments Limited in RPSG Ventures Limited for the specified period.