Nature of the Disclosure

Regulatory disclosure pursuant to SEBI (SAST) Regulations, 2011 regarding mandatory open offer triggered by substantial acquisition of shares and change in control.

Key Quantitative Figures

  • Offer Size: 2,77,26,848 equity shares (26.00% of Expanded Voting Share Capital)
  • Offer Price: ₹299.00 per equity share
  • Total Consideration: ₹829,03,27,552.00 (assuming full acceptance)
  • Current Paid-up Capital: ₹10,62,43,972 divided into 10,62,43,972 equity shares of ₹1 each
  • Expanded Voting Share Capital: 10,66,41,722 shares (including 8,52,750 employee stock options)
  • SPA Acquisition: 4,58,03,024 shares (43.11% of current equity) from promoters at ₹299/share
  • Escrow Amount: ₹160,00,00,000 maintained with Axis Bank Limited

Dates of Action

  • Share Purchase Agreement Date: May 23, 2026
  • Public Announcement Date: May 23, 2026
  • Detailed Public Statement Date: May 30, 2026 (published June 1, 2026)
  • Letter of Offer Date: July 18, 2026
  • Identified Date: July 14, 2026 (for shareholder determination)
  • Tendering Period: July 28, 2026 to August 10, 2026
  • Payment Completion: By August 24, 2026
  • Post-Offer Announcement: By September 1, 2026

Parties Involved

Acquirer: Anupam Rasayan India Limited (CIN: L24231GJ2003PLC042988)

PAC: Mates Visa Consultancy Private Limited (CIN: U74999HR2022PTC103913)

Target Company: Bliss GVS Pharma Limited (CIN: L24230MH1984PLC034771)

Manager to Offer: SBI Capital Markets Limited (SEBI Reg: INM000003531)

Registrar to Offer: MUFG Intime India Private Limited (SEBI Reg: INR000004058)

Escrow Agent: Axis Bank Limited

Sellers:

  • 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

Purpose and Rationale

The open offer is mandatory under Regulation 3(1) and 4 of SEBI (SAST) Regulations triggered by the Share Purchase Agreement where Anupam Rasayan has agreed to acquire 43.11% of Bliss GVS from existing promoters and shareholders, resulting in change of control. The acquirer intends to support management for sustained growth and may consider future restructuring opportunities.

Financial and Operational Impact

  • Control Change: Anupam Rasayan and PAC will become promoters of Bliss GVS
  • Promoter Reclassification: Existing promoters will be reclassified as public shareholders
  • Public Shareholding: Will reduce from current levels but must maintain minimum 25% as per SCRR
  • Funding Arrangements: Acquirer has arranged ₹3,038 crore through cash equivalents (₹394 crore), bank limits (₹644 crore), and potential acquisition financing (₹2,000 crore)
  • Contingent Liabilities: Acquirer has ₹86.06 crore in corporate guarantees and capital commitments

Capital Structure Impact

  • Pre-offer Acquirer Holding: 0%
  • Post-offer Holding (assuming full acceptance): 69.21% (7,35,29,872 shares)
  • Dilution: No dilution as this is an acquisition offer
  • Expanded Voting Share Capital: Includes 3,97,750 employee stock options (vested and expected to vest until March 31, 2027)

Conditions and Approvals

  • SPA Conditions Precedent: Include no injunctions, warranty compliance, no material adverse effect, tax clearance certificates, bank guarantee renewal, dematerialization of subsidiary shares
  • Statutory Approvals: None required as of date, but offer may be withdrawn if approvals become necessary
  • Non-Resident Shareholders: Must obtain RBI and other regulatory approvals for tendering shares
  • Offer Withdrawal: Possible if SPA conditions not satisfied or statutory approvals not obtained

Tax Implications

  • Capital Gains Tax: Applicable based on holding period and residential status
  • STT: 0.1% payable on transaction
  • Withholding Tax: Not required for FIIs/FPIs; responsibility on custodians/non-resident shareholders for compliance
  • Tax Treaties: Non-residents can avail DTAA benefits subject to documentation

Risk Factors

  • Proportional Acceptance: No assurance of full acceptance if oversubscribed
  • Offer Withdrawal: Possible if conditions not met
  • Non-Resident Approvals: Rejection of shares if approvals not submitted
  • Market Price Risk: Shares cannot be withdrawn once tendered despite price fluctuations
  • Completion Risk: Subject to SPA conditions and regulatory approvals

Additional Information

  • Listing: Bliss GVS shares listed on BSE and NSE; frequently traded
  • Employee Stock Options: 5,84,500 options vested; 4,55,000 shares already allotted
  • Historical Penalties: Target company has faced SEBI/Exchange penalties for governance non-compliances
  • Acquirer Financials: Anupam Rasayan reported ₹2,365.45 crore revenue and ₹222.20 crore PAT for FY2026

#BlissGVS #AnupamRasayan #OpenOffer #SEBIDisclosure #M&A #Pharma #RegulatoryCompliance #FinancialUpdate #Neutral