Regulatory Disclosure Summary

Key Transaction Details

Open Offer Structure:

  • Acquirer: Anupam Rasayan India Limited
  • Target Company: Bliss GVS Pharma Limited
  • Offer Size: Up to 2,77,26,848 equity shares (26.00% of expanded voting share capital)
  • Offer Price: ₹299.00 per equity share
  • Total Maximum Consideration: ₹829,03,27,552.00 (assuming full acceptance)
  • Offer Type: Mandatory open offer under Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011

Triggering Event:

Execution of Share Purchase Agreement dated 23 May 2026 between Anupam Rasayan and Sellers (promoters and non-promoters of Bliss GVS Pharma) to acquire 4,58,03,024 equity shares representing 43.30% of equity share capital (42.95% of expanded voting capital) at price not exceeding ₹299 per share.

Share Purchase Agreement Details

Seller Categories:

  • Promoter Sellers: Shruti Vishal Rao, Vibha Gagan Sharma, Narsimha Shibroor Kamath
  • Non-Promoter Sellers: Gautam Rasiklal Ashra, Arjun Gautam Ashra, Gulbarga Trading and Investment Private Limited

Additional Options:

  • Call option to acquire up to 51,81,571 additional shares (4.90% equity) on Closing Date at SPA Price
  • Option to acquire retained shares 6-12 months post-closing at prevailing market price (minimum ₹299)

Conditions Precedent:

  • No legal restraints prohibiting transaction completion
  • Seller warranties and business warranties being true and accurate
  • No material adverse effect events
  • Tax clearance reports from chartered accountants
  • Open Offer implementation as per SEBI (SAST) Regulations
  • Bank guarantee facility renewal with HDFC Bank
  • Dematerialization of subsidiary equity shares
  • Valuation reports for arm's length transaction validation

Financial Arrangements

Escrow Mechanism:

  • Escrow Account: "ANUPAM RASAYAN INDIA LIMITED OPEN OFFER ESCROW ACCOUNT" with Axis Bank Limited
  • Escrow Amount: ₹160,00,00,000.00 deposited on 26 May 2026
  • Certification: Swati Kedar Kothari and Co. certified adequate financial resources for offer implementation

Funding Sources:

  • Cash and cash equivalents (31 March 2026): ₹394.00 crore
  • Callable money and bank limits: ₹644.00 crore
  • Non-binding acquisition financing letter: ₹2,000.00 crore
  • Total arranged funds: ₹3,038.00 crore

Tentative Schedule of Activities

| Activity | Date |

| Publication of Detailed Public Statement | Monday, 1 June 2026 |

| Last date for filing Draft Letter of Offer with SEBI | Monday, 8 June 2026 |

| Last date for competing offer announcement | Monday, 22 June 2026 |

| Last date for SEBI comments | Tuesday, 30 June 2026 |

| Identified Date* | Thursday, 2 July 2026 |

| Last date for dispatch of Letter of Offer | Thursday, 9 July 2026 |

| Independent directors' recommendation deadline | Tuesday, 14 July 2026 |

| Last date for upward revision of offer price/size | Wednesday, 15 July 2026 |

| Open Offer opening public announcement | Wednesday, 15 July 2026 |

| Tendering Period commencement | Thursday, 16 July 2026 |

| Tendering Period closure | Wednesday, 29 July 2026 |

| Last date for payment/refund completion | Wednesday, 12 August 2026 |

| Post-offer public announcement | Wednesday, 19 August 2026 |

| Last date for filing post-offer report with SEBI | Wednesday, 19 August 2026 |

*Identified Date is for determining shareholders to whom Letter of Offer would be sent

Capital Structure Impact

Current Capital Structure (Target Company):

  • Authorized share capital: ₹15,00,00,000 (15 crore shares of ₹1 each)
  • Paid-up share capital: ₹10,57,88,972 (10.57 crore shares)
  • Expanded Voting Share Capital: 10,66,41,722 shares (including 8,52,750 employee stock options)

Post-Transaction Holding Scenarios:

  • Assuming no equity shares tendered in open offer: 4,58,03,024 shares (43.30% equity, 42.95% expanded voting)
  • Assuming full 26% acceptance in open offer: 7,35,29,872 shares (69.51% equity, 68.95% expanded voting)

Risk Factors

Transaction Risks:

  • Conditional upon satisfaction of SPA conditions precedent
  • Possibility of offer withdrawal if statutory approvals not obtained or SPA terminates
  • Proportional acceptance if oversubscription occurs
  • Non-resident shareholders require regulatory approvals for participation
  • Equity shares once tendered cannot be withdrawn

Market Risks:

  • Price fluctuations during offer period
  • No assurance regarding future financial performance or market price
  • Settlement through stock exchange mechanism subject to operational risks

Tax Implications

Withholding Tax Requirements:

  • No withholding tax for resident shareholders trading through recognized stock exchanges
  • No withholding tax for FIIs/FPIs on capital gains from securities transfer
  • Non-resident shareholders (other than FIIs/FPIs) responsible for own tax compliance
  • Complex tax treatment depending on residential status, holding period, and characterisation of gains

Tax Rates:

  • LTCG (listed shares, STT paid): 12.5% + surcharge + cess (above ₹1,25,000 threshold)
  • STCG (listed shares, STT paid): 20% + surcharge + cess
  • grandfathering provisions for pre-February 1, 2018 acquisitions

Documents for Inspection

Available at SBI Capital Markets Limited office during tendering period:

  • Certificate of incorporation and MOA/AOA of Acquirer
  • Share Purchase Agreement dated 23 May 2026
  • Financial statements of Acquirer and Target Company
  • Escrow Agreement and confirmation letters
  • Public Announcement and Detailed Public Statement
  • Various certificates and approvals

Declaration

The Acquirer and directors accept full responsibility for information contained in the disclosure documents and obligations under SEBI (SAST) Regulations. Information pertaining to Target Company and Sellers obtained from publicly available sources or provided by them, with accuracy not independently verified by Acquirer or Manager.

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