Key Quantitative Figures

  • Offer Size: Up to 2,77,26,848 (Two Crore Seventy-Seven Lakh Twenty-Six Thousand Eight Hundred Forty-Eight) fully paid-up equity shares
  • Offer Percentage: 26.00% of the Expanded Voting Share Capital
  • 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 equity shares (includes 10,57,88,972 outstanding shares + 8,52,750 employee stock options)
  • Escrow Amount: ₹160,00,00,000.00 maintained with Axis Bank Limited

Dates of Action

  • Public Announcement Date: May 23, 2026
  • Detailed Public Statement Publication: June 01, 2026
  • Draft Letter of Offer Filing: June 08, 2026
  • Identified Date: July 02, 2026
  • Tendering Period: July 16, 2026 to July 29, 2026
  • Consideration Payment Deadline: August 12, 2026

Parties Involved

  • Acquirer: Anupam Rasayan India Limited
  • Target Company: Bliss GVS Pharma Limited
  • Manager to Offer: SBI Capital Markets Limited (SEBI Registration No. INM000003531)
  • 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) and Non-Promoter Sellers (Gautam Rasiklal Ashra, Arjun Gautam Ashra, Gulbarga Trading and Investment Private Limited)

Background Transaction

  • Share Purchase Agreement dated May 23, 2026 between Acquirer and Sellers
  • Acquisition of 4,58,03,024 equity shares representing 43.30% of equity share capital (42.95% of Expanded Voting Share Capital)
  • SPA Price not exceeding ₹299.00 per equity share
  • Additional call option for up to 51,81,571 Option Shares (4.90% of equity capital)

Financial Arrangements

  • Cash and cash equivalents: ₹394 crore as of March 31, 2026
  • Callable money including bank limits: ₹644 crore
  • Non-binding acquisition financing letter: ₹2,000 crore
  • Financial adequacy certified by Swati Kedar Kothari and Co., Chartered Accountants

Conditions and Approvals

  • Open Offer is not conditional upon minimum acceptance level
  • No statutory approvals required for Acquirer as of disclosure date
  • Subject to satisfaction of conditions precedent in Share Purchase Agreement
  • Withdrawal rights under Regulation 23(1) if conditions not satisfied

Capital Structure Impact

  • Post-offer shareholding of Acquirer could reach 69.51% (assuming full acceptance)
  • Promoter Sellers will be reclassified as public shareholders post-transaction
  • Target Company required to maintain minimum 25% public shareholding for listing compliance

Risk Factors

  • Proportionate acceptance if oversubscribed
  • Possible withdrawal if statutory approvals required later or SPA conditions not met
  • Non-resident shareholders must obtain requisite approvals for tender
  • Equity shares once tendered cannot be withdrawn
  • Tax implications for shareholders depending on residency status and holding period

Settlement Procedure

  • Implementation through stock exchange mechanism (Acquisition Window)
  • Dematerialized and physical share acceptance procedures detailed
  • Direct payout to shareholders' bank accounts for accepted shares
  • Lien marking on tendered shares during tender period

Documents for Inspection

  • Available at Manager's office during tender period
  • Includes SPA, financial statements, certificates, agreements, and regulatory filings

This disclosure is made in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.