Date: May 23, 2026

Board Meeting Outcomes

The board of directors of Anupam Rasayan (India) Limited at its meeting held on 23 May 2026 (commenced at 12:45 p.m. IST and concluded at 04:55 p.m. IST) approved:

  • Proposed acquisition of up to 74.20% stake and control of Bliss GVS Pharma Limited through a combination of share purchase agreement and mandatory open offer
  • Acquisition of between 15% to 100% of equity share capital of entities to be identified subsequently for facilitating the Proposed Transaction

Acquisition Details

Target Company Information

  • Name: Bliss GVS Pharma Limited
  • Status: Public limited company listed on BSE and NSE
  • Industry: Pharmaceuticals
  • Business: Manufacturing of pharmaceutical products including suppositories, pessaries, tablets, capsules, and other specialty pharmaceutical products
  • Date of incorporation: 11 December 1984 under Companies Act, 1956
  • Global presence: Dominant market presence in Sub-Saharan Africa with global footprint in over 60+ countries
  • Financials (consolidated basis as on March 31, 2026):
  • Turnover: ₹1,000.64 crore (₹1000,64,26,000)
  • Net worth: ₹1,231.76 crore (₹1231,76,00,000)

Transaction Structure

The acquisition will be executed through two components:

1. Share Purchase Agreement (SPA)

  • Acquisition of up to 4,58,03,024 equity shares (43.30% of total paid-up share capital)
  • Price: ₹299 per equity share
  • Total consideration: Up to ₹1,369.51 crore (₹1369,51,04,176)
  • Additional call option for residual shares:
  • Option to acquire up to 51,81,571 equity shares (4.90%) on Closing Date at ₹299/share
  • Option to acquire Retained Shares between 6-12 months from Closing Date or on first anniversary at prevailing market price (minimum ₹299/share)

2. Mandatory Open Offer

  • Acquisition of up to 26% of expanded share capital from public shareholders
  • Offer price: ₹299 per equity share
  • Total consideration: Up to ₹829.03 crore (₹829,03,27,552)
  • To be conducted in accordance with SEBI Takeover Regulations

Transaction Terms

  • Total maximum stake acquisition: 74.20%
  • Total maximum consideration: ₹2,198.54 crore
  • Consideration type: Cash
  • Price per share: ₹299 for both SPA and open offer
  • Expected completion timeline: Within 6 months (subject to customary conditions)
  • Government/regulatory approvals: None required for SPA

Strategic Rationale

The acquisition would strategically strengthen the Company's presence across the pharmaceutical value chain, spanning KSMs to finished dosage formulations. The Target Company's established capabilities in niche dosage forms, differentiated brands, strong international footprint, and expertise across multiple therapeutic segments, combined with the Company's advanced chemistry capabilities, would create a more integrated and diversified pharmaceutical manufacturing platform. The acquisition is expected to enhance forward integration and unlock significant synergies through innovation and operational efficiencies, thereby supporting sustainable long-term growth and value creation.

Corporate Governance Aspects

  • Not a related party transaction
  • Promoter/promoter group/group companies have no interest in Target Company
  • Transaction executed at arm's length
  • Upon acquisition, Anupam Rasayan will acquire control over Target Company and be categorized as 'promoter' of Target Company