Nature of the Disclosure

This is a regulatory filing under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submitting the Letter of Offer for an open offer to acquire 26% of Bliss GVS Pharma Limited's expanded voting share capital.

Key Quantitative Figures

  • Offer Size: 2,77,26,848 equity shares (26% of expanded voting share capital)
  • Offer Price: ₹299.00 per equity share
  • Total Consideration: ₹829,03,27,552.00 (assuming full acceptance)
  • Escrow Amount: ₹160,00,00,000.00 maintained with Axis Bank Limited
  • Expanded Voting Share Capital: 10,66,41,722 shares (including 8,52,750 employee stock options)
  • Current Paid-up Capital: 10,62,43,972 equity shares of ₹1 each
  • Authorized Capital: ₹15,00,00,000 divided into 15,00,00,000 equity shares

Dates of Action

  • Public Announcement Date: May 23, 2026
  • Detailed Public Statement Publication: June 1, 2026
  • Identified Date: July 14, 2026
  • Tendering Period: July 28, 2026 to August 10, 2026
  • Offer Closing Date: August 10, 2026
  • Last Date for Payment: August 24, 2026
  • Last Date for Post-Offer Announcement: 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

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 Regulation 3(1) and 4 of SEBI (SAST) Regulations, triggered by a Share Purchase Agreement dated May 23, 2026, where Anupam Rasayan agreed to acquire 4,58,03,024 shares (43.11% of equity capital) from the Sellers. The acquisition would give Anupam Rasayan control over Bliss GVS Pharma Limited.

Financial and Operational Impact

  • Maximum Acquisition: The Acquirer and PAC could acquire up to 69.21% of equity share capital if full offer is accepted
  • Public Shareholding: Post-offer public shareholding would reduce to 26.18% from 52.18%
  • Control Change: Current promoters will be reclassified as public shareholders
  • Listing Compliance: Target company must maintain minimum 25% public shareholding as per SCRR

Capital Structure Impact

  • Pre-offer Acquirer Holding: 0%
  • Post-offer Acquirer Holding (assuming no tendering): 42.95% through PAC
  • Post-offer Acquirer Holding (full acceptance): 68.95% through PAC
  • Dilution: No dilution as this is an acquisition offer

Cash Flow Implications

  • Cash Outflow: ₹829.03 crore for open offer consideration
  • SPA Consideration: Additional ₹1,369.51 crore for underlying transaction (4,58,03,024 shares at ₹299 each)
  • Funding Arrangements: ₹394 crore cash equivalents, ₹644 crore bank limits, ₹2,000 crore non-binding acquisition financing

Contingent Liabilities

Anupam Rasayan: ₹86.06 crore as of March 31, 2026 (₹75 crore corporate guarantee + ₹11.06 crore capital commitment)

Bliss GVS Pharma: ₹10.71 crore as of March 31, 2026 (disputed service tax/GST/excise duty and income tax liabilities)

Conditions and Approvals

  • SPA Conditions: Subject to various conditions including no material adverse effect, regulatory approvals, warranty compliance
  • Open Offer Conditions: Not conditional on minimum acceptance level
  • Regulatory Approvals: No statutory approvals required as of date, but subject to change
  • Withdrawal Rights: Offer may be withdrawn if statutory approvals not obtained or SPA conditions not satisfied

Tax Implications

  • STT Applicable: 0.1% on transaction value
  • Capital Gains Tax: LTCG at 12.5% (if STT paid on both purchase and sale), STCG at 20%
  • Withholding Tax: Not required for FIIs/FPIs; responsibility on custodians/non-resident shareholders for others
  • Non-Resident Requirements: Must obtain necessary RBI approvals and submit documentation

Risk Factors

  • Proportional Acceptance: No assurance all tendered shares will be accepted if oversubscribed
  • Approval Risks: Rejection possible if non-resident shareholders don't submit required approvals
  • Market Price Risk: Share price may fluctuate during offer period
  • Completion Risk: Subject to SPA conditions and regulatory approvals
  • Withdrawal Risk: Offer may be withdrawn under certain conditions

Settlement Procedure

  • Stock Exchange Mechanism: Through BSE acquisition window
  • Demat Shares: Tendered through brokers with lien marking
  • Physical Shares: Must submit original certificates, transfer deeds, and documentation
  • Payment: Direct credit to bank accounts linked to demat accounts
  • Timeline: Payment within 10 working days of tendering period closure

#BlissGVSPharma #AnupamRasayan #OpenOffer #SEBIRegulation #M&A #Neutral