Nature of the Disclosure

This is a Detailed Public Statement (DPS) and regulatory filing submitted to the National Stock Exchange of India Ltd. (NSE) and BSE Limited by Bliss GVS Pharma Limited. The disclosure pertains to a mandatory open offer made by Anupam Rasayan India Limited to the public shareholders of Bliss GVS Pharma Limited under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations).

Key Quantitative Figures

  • Offer Size: Up to 2,77,26,848 Equity Shares
  • Offer Percentage: 26.00% of the Expanded Voting Share Capital
  • Expanded Voting Share Capital: 10,66,41,722 Equity Shares (includes 10,57,88,972 outstanding shares and 8,52,750 vested/vesting employee stock options)
  • Offer Price: ₹299.00 per Equity Share
  • Total Maximum Consideration: ₹8,29,03,27,552.00 (assuming full acceptance)
  • Underlying Transaction Size: Acquisition of 4,58,03,024 Equity Shares (43.30% of current equity capital) from Sellers
  • Underlying Transaction Value: ₹13,69,51,04,176.00 (at ₹299.00 per share)
  • Escrow Amount Deposited: ₹160,00,00,000.00 in cash with Axis Bank Limited

Dates of Action

  • Public Announcement (PA) Date: May 23, 2026
  • Share Purchase Agreement (SPA) Execution Date: May 23, 2026
  • Detailed Public Statement (DPS) Publication Date: June 1, 2026
  • Draft Letter of Offer (LoF) Filing Deadline with SEBI: June 8, 2026
  • Identified Date (for shareholder register): July 2, 2026
  • Tendering Period Commencement: July 16, 2026
  • Tendering Period Closure: July 29, 2026 (10 Working Days)
  • Last Date for Payment/Refund: August 12, 2026

Parties or Entities Involved

  • Acquirer: Anupam Rasayan India Limited (CIN: L24231GJ2003PLC042988)
  • Target Company: Bliss GVS Pharma Limited (CIN: L24230MH1984PLC034771)
  • Manager to the Open Offer: SBI Capital Markets Limited (SEBI Reg. No. INM000003531)
  • Registrar to the Open Offer: MUFG Intime India Private Limited (SEBI Reg. No. INR000004058)
  • Escrow Agent: Axis Bank Limited
  • Sellers (Promoter): Shruti Vishal Rao (1.99% holding), Vibha Gagan Sharma (2.43% holding), Narsimha Shibroor Kamath (30.66% holding)
  • Sellers (Non-Promoter): Gautam Rasiklal Ashra (2.82% holding), Arjun Gautam Ashra (4.77% holding), Gulbarga Trading and Investment Private Limited (5.51% holding)
  • Statutory Auditors (Acquirer): Natvarlal Vepari & Co (FY26), Rajendra & Co (FY24, FY25)
  • Statutory Auditors (Target): Kalyaniwalla & Mistry LLP

Purpose or Stated Rationale

The Open Offer is a mandatory offer under Regulation 3(1) and 4 of the SEBI SAST Regulations. It was triggered because the Acquirer entered into a Share Purchase Agreement to acquire a 43.30% controlling stake from the Sellers, which exceeds the 25% threshold and constitutes an acquisition of control over the Target Company. The object of the offer is for the Acquirer to become the promoter of the Target Company.

Financial and Operational Impact

  • The Acquirer will gain control of the Target Company and will be designated as its promoter.
  • The Promoter Sellers will cease to be in control and will be reclassified from the \"promoter\" category to the \"public\" category.
  • The Acquirer intends to support the management for sustained growth but reserves the right to later streamline/restructure operations, assets, liabilities, and/or businesses of the Target Company.
  • The public shareholding post-transaction must be maintained at a minimum of 25% as per SCRR Rules 19(2) and 19A, and the Acquirer is obligated to ensure compliance.

Capital Structure Impact

  • Pre-Offer Acquirer Holding: 0 Equity Shares (0%)
  • Post-Underlying Transaction Holding (assuming no tendering): 4,58,03,024 Equity Shares (43.30% of current capital / 42.95% of expanded capital)
  • Post-Open Offer Holding (assuming full 26% acceptance): 7,35,29,872 Equity Shares (69.51% of current capital / 68.95% of expanded capital)
  • The acquisition will cause significant dilution for public shareholders who tender their shares.

Option Agreement Details

The SPA includes a call option for the Acquirer to acquire an additional 51,81,571 Equity Shares (4.90% of current capital) from specific Sellers (Narsimha Shibroor Kamath, Gautam Rasiklal Ashra, Arjun Gautam Ashra) on the Closing Date at the SPA Price (₹299.00). If not acquired then, the Acquirer has an option to acquire these \"Retained Shares\" 6-12 months later at the prevailing market price (with a floor price of ₹299.00 if the market price is lower).

Conditions Precedent (SPA)

The Underlying Transaction is subject to conditions precedent in the SPA, including no legal restraints, accuracy of warranties, no Material Adverse Effect, sellers providing tax clearance certificates, renewal of a specific bank guarantee, execution of letters by group companies, and dematerialization of shares of a subsidiary (Kremoint Pharma Private Limited). If these conditions are not satisfied for reasons outside the Acquirer's control, the Open Offer may be withdrawn.

Financial Arrangements

Firm financial arrangements are certified to meet the Open Offer obligations:

  • Cash & Cash Equivalents (as of Mar 31, 2026): ₹394.00 Crore
  • Callable Money & Bank Limits: ₹644.00 Crore
  • Non-Binding Acquisition Financing Letter: ₹2,000.00 Crore
  • Total Arrangements: ₹3,038.00 Crore

Procedure for Shareholders

The Detailed Public Statement informs public shareholders of the offer and directs them to the forthcoming Letter of Offer for detailed procedures. Shares can be tendered through the stock exchange mechanism (BSE/NSE) during the Tendering Period, even by those holding physical shares or those not on the register on the Identified Date.