Open Offer Details

  • Acquirer: Anupam Rasayan India Limited
  • Target Company: Bliss GVS Pharma Limited
  • Offer Type: Mandatory open offer triggered by acquisition of controlling stake
  • Offer Size: Up to 2,77,26,848 Equity Shares
  • Percentage of Capital: 26.00% of the Expanded Voting Share Capital
  • Offer Price: ₹299.00 per Equity Share
  • Total Consideration: Up to ₹8,29,03,27,552.00 (assuming full acceptance)
  • Expanded Voting Share Capital: 10,66,41,722 Equity Shares (includes existing shares and vested employee stock options)

Background and Triggering Event

The open offer is mandatory under SEBI SAST Regulations triggered by Anupam Rasayan's execution of a Share Purchase Agreement (SPA) dated May 23, 2026 with certain sellers to acquire 4,58,03,024 Equity Shares representing 43.30% of Bliss GVS Pharma's equity share capital (42.95% of Expanded Voting Share Capital).

Key Parties

Sellers include:

  • Promoter Sellers: Shruti Vishal Rao (1.99%), Vibha Gagan Sharma (2.43%), Narsimha Shibroor Kamath (30.66%)
  • Non-Promoter Sellers: Gautam Rasiklal Ashra (2.82%), Arjun Gautam Ashra (4.77%), Gulbarga Trading and Investment Private Limited (5.51%)

Manager to Offer: SBI Capital Markets Limited

Registrar to Offer: MUFG Intime India Private Limited

Financial Arrangements

  • Escrow Account: "ANUPAM RASAYAN INDIA LIMITED OPEN OFFER ESCROW ACCOUNT" with Axis Bank Limited
  • Escrow Deposit: ₹160,00,00,000.00 made on May 26, 2026 (exceeding regulatory requirements)
  • Additional Financing: Cash and cash equivalents (₹394 crore), callable money/bank limits (₹644 crore), non-binding acquisition financing letter (₹2,000 crore)
  • Total Arranged: ₹3,038.00 crore
  • Financial arrangements certified by Swati Kedar Kothari and Co., Chartered Accountants

Offer Price Justification

The Offer Price of ₹299.00 per share was determined as the highest of:

  • Highest negotiated price under SPA: ₹299.00
  • 60-day VWAP on NSE: ₹247.55
  • Other parameters not applicable as Acquirer had no prior acquisitions and shares are frequently traded

Conditions and Approvals

  • The Open Offer is not conditional upon any minimum level of acceptance
  • No statutory or governmental approvals required by Acquirer as of DPS date
  • Open Offer may be withdrawn if conditions precedent in SPA are not satisfied for reasons outside Acquirer's reasonable control
  • Public Shareholders must obtain all requisite approvals (including RBI for non-residents) to tender shares

Post-Offer Implications

  • Acquirer will gain control and become promoter of Target Company
  • Current promoters will be reclassified from "promoter" to "public" category
  • Target Company must maintain minimum 25.00% public shareholding as per SCRR
  • Acquirer reserves right to restructure operations, assets, or businesses of Target Company post-acquisition

Tentative Schedule

  • Last date for filing draft Letter of Offer: Monday, June 8, 2026
  • Last date for competing offers: Monday, June 22, 2026
  • Expected Tendering Period: Thursday, July 16, 2026 to Wednesday, July 29, 2026
  • Last date for payment completion: Wednesday, August 12, 2026

Target Company Financial Information

As of March 31, 2026 (Audited):

  • Total Revenue: ₹1,000.64 crore
  • Net Income: ₹134.73 crore
  • Basic EPS: ₹12.23 | Diluted EPS: ₹12.00
  • Net Worth: ₹1,192.90 crore

Capital Structure:

  • Authorized Capital: ₹15,00,00,000 (15 crore shares of ₹1 each)
  • Paid-up Capital: ₹10,57,88,972 (10,57,88,972 shares of ₹1 each)
  • No partly paid-up shares, outstanding convertible securities, or warrants (except employee stock options)

Acquirer Financial Information

As of March 31, 2026 (Audited Consolidated):

  • Total Revenue: ₹2,383.63 crore
  • Net Income: ₹222.20 crore
  • Basic EPS: ₹15.09 | Diluted EPS: ₹15.09
  • Net Worth: ₹4,629.96 crore

Capital Structure:

  • Authorized Capital: ₹1,25,00,00,000 (12.5 crore shares of ₹10 each)
  • Paid-up Capital: ₹1,13,84,83,100 (11,38,48,310 shares of ₹10 each)

Additional Call Option

The Acquirer has an option to acquire additional Option Shares of up to 51,81,571 Equity Shares (4.90% of capital) from certain sellers at ₹299.00 per share on Closing Date, or at market price (minimum ₹299.00) within 6-12 months post-closing.