Disclosure under Regulation 30 of SEBI LODR Regulations

Open Offer Details

  • Acquirer: Anupam Rasayan India Limited
  • Offer Type: Mandatory open offer triggered under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011
  • 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 Consideration: Up to ₹8,29,03,27,552.00 (assuming full acceptance)
  • Mode of Payment: Cash
  • Minimum Acceptance: Not required (not conditional upon minimum level of acceptance)

Underlying Transaction Triggering the Offer

The open offer is triggered by a Share Purchase Agreement (SPA) dated May 23, 2026, between:

Sellers (Promoter Group):

  • Narsimha Shibroor Kamath
  • Vibha Gagan Sharma
  • Shruti Vishal Rao

Sellers (Non-Promoter):

  • Gautam Rasiklal Ashra
  • Arjun Gautam Ashra
  • Gulbarga Trading and Investment Private Limited

Transaction Details:

  • Acquisition of 4,58,03,024 equity shares (43.30% of equity share capital/42.95% of Expanded Voting Share Capital)
  • SPA Price: Not exceeding ₹299.00 per equity share
  • Total SPA Consideration: ₹13,69,51,04,176.00
  • The actual number of shares to be acquired will be determined at the Acquirer's sole discretion on the Closing Date

Expanded Voting Share Capital Calculation

The Expanded Voting Share Capital is calculated as 10,66,41,722 equity shares, consisting of:

  • Existing outstanding shares: 10,57,88,972 shares
  • Vested employee stock options exercisable until 31 March 2027: 8,52,750 shares

Additional Option Arrangements

The Acquirer has call options for:

1. Option Shares: Up to 51,81,571 equity shares (4.90% of equity capital) held by Narsimha Shibroor Kamath, Gautam Rasiklal Ashra, and Arjun Gautam Ashra, exercisable on Closing Date at ₹299.00 per share

2. Retained Shares: Residual shares not acquired as Option Shares, exercisable:

  • Between 6-12 months from Closing Date, OR
  • On first anniversary of Closing Date, OR
  • Mutually determined date
  • Acquisition price: Prevailing market price (minimum ₹299.00 if market price lower)

Control and Classification Changes

  • Post-transaction, Anupam Rasayan India Limited will gain sole control and become the promoter of Bliss GVS Pharma Limited
  • The Acquirer will appoint nominee directors to the Target Company's board
  • The Existing Promoter Group (all current promoters and promoter group members) will be reclassified from "promoter" to "public" category upon consummation of the Underlying Transaction
  • Each member of the Existing Promoter Group does not belong to the same promoter group as the Acquirer

Manager to the Offer

SBI Capital Markets Limited has been appointed as the Manager to the Open Offer pursuant to Regulation 12(1) of SEBI (SAST) Regulations.

Timeline and Next Steps

  • Detailed Public Statement (DPS) to be published in newspapers on or before June 1, 2026
  • DPS will contain comprehensive details of the Open Offer including financial arrangements, statutory approvals, and conditions

Financial Arrangements and Undertakings

  • The Acquirer has adequate financial resources and has made firm financial arrangements for financing the acquisition
  • The Acquirer undertakes to comply with all obligations under SEBI (SAST) Regulations

Public Shareholding Compliance

The Acquirer will ensure that Bliss GVS Pharma Limited maintains at least 25.00% public shareholding as required under SCRR Rules 19(2) and 19A read with Regulation 38 of SEBI (LODR) Regulations.

Other Conditions

  • The Transaction is subject to satisfaction or waiver of conditions precedent under the Share Purchase Agreement
  • The Open Offer is not a competing offer under Regulation 20 of SEBI (SAST) Regulations
  • The Acquirer has no intention to delist the Target Company