Apollo Micro Systems Open Offer for 26% Premier Explosives

Open Offer Details

Apollo Micro Systems Limited ("Acquirer") has announced a mandatory open offer for acquisition of up to 1,39,77,911 fully paid-up equity shares of Premier Explosives Limited ("Target Company"), representing 26.00% of the equity share capital from public shareholders. The offer price is set at ₹698 per equity share, aggregating to a maximum consideration of ₹975,65,81,878 payable in cash.

Background to the Offer

The offer is triggered by the Acquirer's execution of a Share Purchase Agreement dated July 9, 2026, with AKS Family Trust ("Seller") for acquisition of 2,22,21,735 equity shares (41.33% stake) of the Target Company. The aggregate consideration for this acquisition is ₹1,550,00,00,000. This acquisition results in substantial acquisition of shares, voting rights, and control over the Target Company, mandating the open offer under SEBI (SAST) Regulations.

Financial Information

Acquirer Financials (Consolidated, in INR Lakh):

| Total Income | 91,059.73 | 56,495.46 | 37,345.99 |

| Profit after tax | 10,738.01 | 5,635.76 | 3,110.66 |

| EPS (Basic) | 3.18 | 1.86 | 1.24 |

| EPS (Diluted) | 3.15 | 1.86 | 1.16 |

| Total Net worth | 1,30,822.05 | 60,756.89 | 51,921.90 |

Target Company Financials (Consolidated, in INR Lakh):

| Profit/(Loss) for the period | 4,581.55 | 2,873.33 | 2,841.76 |

| EPS (Basic & Diluted) | 8.52 | 5.34 | 5.26* |

| Total Net worth | 29,042.78 | 24,715.68 | 22,148.79 |

*Note: EPS for Fiscal 2024 adjusted for share split from ₹10 to ₹2 per share with ex-date June 21, 2024

Shareholding and Acquisition Details

| Particulars | No. of Equity Shares | % of Equity Share Capital |

| Shareholding as on date of PA | Nil | NA |

| Shares proposed via SPA | 2,22,21,735 | 41.33 |

| Shares acquired between PA and DPS | Nil | N/A |

| Shares in Open Offer (full acceptance) | 1,39,77,911 | 26.00 |

| Post-Offer Shareholding | 3,61,99,646 | 67.33 |

Offer Price Justification

The Offer Price of ₹698 per equity share is determined as the highest of parameters under Regulation 8(1) and 8(2) of SEBI (SAST) Regulations:

Volume-weighted average market price for 60 trading days preceding PA: ₹696.31
Equity shares are frequently traded (turnover ratio: BSE 23.76%, NSE 339.23%)
No acquisitions by Acquirer in preceding 52/26 weeks (parameters not applicable)
No indirect acquisition (parameter not applicable)

Financial Arrangements

Total funding requirement for open offer: ₹975,65,81,878 (Maximum Consideration). The Acquirer has opened an escrow account with HDFC Bank Limited in accordance with Regulation 17 of SEBI (SAST) Regulations. The escrow consists of cash deposit of ₹292,69,74,563.40 (30% of Maximum Consideration). The Acquirer has confirmed firm financial arrangements to fulfil payment obligations.

Statutory Approvals

No statutory or other approvals are currently required to acquire the Offer Shares, except potential approval from Competition Commission of India under Competition Act, 2002, if required. The Acquirer will make necessary applications for any required approvals.

Tentative Schedule

| Activity | Date | Day |

| Date of Public Announcement | July 9, 2026 | Thursday |

| Publication of Detailed Public Statement | July 16, 2026 | Thursday |

| Filing of draft letter of offer with SEBI | July 23, 2026 | Thursday |

| Identified Date* | August 17, 2026 | Monday |

| Last date for dispatch of Letter of Offer | August 24, 2026 | Monday |

| Last date for upward revision of Offer | August 28, 2026 | Friday |

| Date of Commencement of Tendering Period | September 1, 2026 | Tuesday |

| Date of Closing of Tendering Period | September 15, 2026 | Tuesday |

| Last date for payment/return of shares | September 29, 2026 | Tuesday |

| Last date for post-Offer announcement | October 7, 2026 | Wednesday |

*Identified Date: 10th working day prior to commencement of Tendering Period for determining eligible shareholders

Procedure for Tendering

Public Shareholders holding shares in physical or dematerialized form during Tendering Period are eligible. The offer will be implemented through stock exchange mechanism with BSE as designated stock exchange. R.L.P. Securities Private Limited (SEBI Registration No.: INZ000166638) appointed as Buying Broker. Equity Shares once tendered cannot be withdrawn.

Key Appointments

Manager to the Open Offer: Cumulative Capital Private Limited (SEBI Registration No.: INM000013129)

Registrar to the Offer: KFin Technologies Limited (SEBI Registration No.: IN000000104537)

Documents

The Detailed Public Statement is available on SEBI website (www.sebi.gov.in). The Letter of Offer will be available for download from SEBI's website or obtained from the Registrar to the Offer.