Nature of the Event

This is a mandatory open offer made by Anupam Rasayan India Limited (Acquirer) to acquire up to 2,77,26,848 equity shares of face value ₹1 each, representing 26.00% of the expanded voting share capital of Bliss GVS Pharma Limited (Target Company) from eligible public shareholders. The offer is made pursuant to and in compliance with SEBI (SAST) Regulations, 2011, triggered by a Share Purchase Agreement dated May 23, 2026.

Key Quantitative Figures

  • Offer Shares: 2,77,26,848 equity shares
  • Offer Price: ₹299.00 per equity share
  • Total Consideration: ₹829,03,27,552.00 (assuming full acceptance)
  • Expanded Voting Share Capital: 10,66,41,722 shares (includes 10,57,88,972 outstanding shares + 8,52,750 vested/expected employee stock options)
  • Escrow Amount: ₹160,00,00,000.00 maintained with Axis Bank Limited
  • Current Acquisition: Agreement to acquire 4,58,03,024 shares (43.30% of equity capital) from Sellers

Dates of Action

  • Public Announcement Date: May 23, 2026
  • Detailed Public Statement Date: May 30, 2026 (published June 01, 2026)
  • Draft Letter of Offer Date: June 08, 2026
  • Identified Date: July 02, 2026 (tentative)
  • Tendering Period: July 16, 2026 to July 29, 2026 (tentative)
  • Payment Deadline: August 12, 2026 (tentative)

Parties Involved

  • Acquirer: Anupam Rasayan India Limited
  • Target Company: Bliss GVS Pharma Limited
  • Manager to Offer: SBI Capital Markets Limited
  • Registrar to Offer: MUFG Intime India Private Limited
  • 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 SEBI SAST Regulations 3(1) and 4 since the Acquirer has entered into an agreement to acquire voting rights in excess of 25% of the equity share capital and control over the Target Company. Following completion, the Acquirer intends to support management in sustained growth and may streamline operations through restructuring, buybacks, or asset sales.

Financial and Operational Impact

  • Maximum Financial Outlay: ₹829.03 crore for open offer + ₹1,369.51 crore for underlying transaction (total ₹2,198.54 crore)
  • Funding Arrangements: ₹394 crore cash equivalents, ₹644 crore callable money, ₹2,000 crore non-binding acquisition financing letter
  • Post-Offer Shareholding:
  • Without open offer acceptance: 43.30% (4,58,03,024 shares)
  • With full open offer acceptance: 69.51% (7,35,29,872 shares)
  • Public Shareholding Requirement: The Acquirer shall ensure minimum 25% public shareholding as per SCRR Rules 19(2) and 19A if breached

Capital Structure Impact

  • Current Paid-up Capital: ₹10.58 crore (10,57,88,972 shares)
  • Expanded Voting Capital: 10,66,41,722 shares (including employee stock options)
  • Dilution: No new issuance; acquisition from existing shareholders
  • Promoter Reclassification: Existing promoters will be reclassified as public shareholders post-transaction

Cash Flow Implications

  • Cash Outflow: ₹829.03 crore for open offer consideration (if fully accepted)
  • Payment Mechanism: Through stock exchange settlement process via acquisition window
  • Timing: Payment within 10 working days from closure of tendering period

Conditions and Approvals

  • Offer Conditions: Not conditional upon minimum acceptance level
  • Statutory Approvals: No approvals required as of date, but subject to any that may become applicable
  • Withdrawal Rights: Acquirer may withdraw if statutory approvals not obtained or SPA conditions not satisfied
  • Non-Resident Approvals: NRIs/FPIs/OCBs must obtain RBI and other regulatory approvals to tender shares

Risk Factors

  • Proportional Acceptance: No assurance all tendered shares will be accepted if oversubscribed
  • Withdrawal Risk: Offer may be withdrawn if conditions not met
  • Trading Restrictions: Tendered shares cannot be withdrawn or traded during processing period
  • Price Fluctuation Risk: Market price may fluctuate during offer period
  • Tax Implications: Complex tax treatment varies by shareholder residence status and holding period

Additional Information

  • Employee Stock Options: 8,52,750 options vested/expected to vest by March 31, 2027 included in expanded capital calculation
  • Call Options: Acquirer has option to acquire additional 51,81,571 shares (4.90%) from certain sellers at ₹299 or market price
  • Listing Status: Target Company shares listed on BSE and NSE; frequently traded
  • Due Diligence: SBI Capital Markets submitted due diligence certificate to SEBI
  • Document Availability: PA, DPS, and DLoF available on SEBI website (www.sebi.gov.in)