Anupam Rasayan India Ltd

Bliss GVS Pharma stake acquisition – corrections

• Acquirer Anupam Rasayan and PAC completed Bliss GVS Pharma stake acquisition on 28 September 2026.
• PAC acquired 50,984,595 Bliss shares, representing 47.95% stake.
• Acquirer acquired 2,251,669 Bliss shares.
• 1,669 Bliss shares credited on 24 August 2026, corrected from 1,699.
• Typographical errors in the previous disclosure corrected.
• Intimation to be hosted on the company's website.
• No price or valuation details disclosed.

Encumbrance release details

• Name of the listed company: Anupam Rasayan India Limited.
• Encumbrance type: Pledge released on promoter shares.
• Before release: 71,75,780 shares encumbered (6.30%).
• Post-release: 38,35,780 shares encumbered (3.37%).
• Promoter: Anand Sureshbhai Desai.
• Encumbrance in favour of: Catalyst Trusteeship Limited for Aditya Birla Capital Limited.
• Reason: Debt from issuance of 16,000 senior secured NCDs aggregating INR 160 crore.
• Amount/facility size: INR 160 crore.
• Date of release: 21 September 2026.
• Status: Pledge released following partial redemption of NCDs.

AGM details

• Date/time/mode: Sept 30, 2026, 09:30 IST, VC/OAVM.
• Remote e-voting: Sept 27–29, 2026; voting continues 15 minutes post AGM.
• Quorum counted via VC; meeting concluded at 10:14 IST.

Ordinary businesses

• Adoption of standalone and consolidated financial statements and reports for FY2025-26.
• Final dividend on equity shares proposed for FY2025-26.
• Reappointment of Managing Director Anand Desai on retirement by rotation.

Special business

• Ratification of remuneration payable to Cost Auditor for 2026-27.

Auditors

• Auditors expressed unqualified opinions on financial statements for year ended March 31, 2026.

Pledge details

• Target company: Anupam Rasayan India Limited.
• Acquirer and PAC: Catalyst Trusteeship Limited as Debenture Trustee for debenture holders.
• Promoter group: No.
• Stock exchanges: BSE Limited and National Stock Exchange of India Limited.
• Pre-acquisition: No voting rights, encumbrances, or warrants reported.
• Post-acquisition encumbrance: 1,03,61,785 shares, 9.10%.
• Mode of acquisition: By pledge of equity shares in favour of Catalyst Trusteeship Limited.
• Dates of acquisition: Sep 23, 2026.
• Second tranche: Sep 25, 2026 (50,00,000 shares).
• Equity capital before/after: INR 1,13,84,98,410 (11,38,49,841 shares).
• Face value: Rs 10 per share.
• Salient features: Pledge over 1,03,61,785 shares; no conversion ratio specified.

Promoter acquisition and control

• Acquirer completed acquisition of 22,50,000 Bliss shares on 28 September 2026 under SPA terms.
• Post-acquisition, the Acquirer and PAC hold 5,32,36,264 Bliss shares, representing 50.07% and promoters.
• Open offer tendered 1,669 Bliss shares (0.00% of equity) credited to Acquirer on 24 August 2026.
• Aggregate holdings post-acquisition: 5,32,36,264 Bliss shares, 50.07% of equity, promoter designation effective 28 Sep 2026.
• Underlying transaction total: 5,09,84,595 Bliss shares acquired, representing 47.95% of equity.
• Aggregate consideration: INR 162,73,98,675.00; price per share: INR 723.2883.
• Bliss turnover (as of 31 Mar 2026): Rs 1000,64,26,000; net worth: Rs 1231,76,00,000.
• Bliss is not in related party transaction; promoter group has no interest.
• Board note: Bliss board acknowledged change of control and promoter designation.

Target overview

• Bliss GVS Pharma Limited is a public-listed pharmaceutical manufacturer.
• Consolidated turnover Rs 1000.64 crore; net worth Rs 1231.76 crore as of Mar 31, 2026.
• Last three-year turnover: Rs 846.22 crore; Rs 798.98 crore.
• Global footprint in 60+ countries; dominant market in Sub-Saharan Africa.
• Not related party transaction; no promoter/group interest.

Transaction terms

• Acquisition completed on 28 September 2026.
• Aggregate cash consideration: INR 162.73 crore.
• Equity share price: Rs 723.2883 per share.
• Shares acquired: 22,50,000 equity shares (2.12% of Bliss).
• Promoter status: Acquirer and PAC designated promoters of Bliss.
• Control after acquisition: 50.07% combined held by Acquirer and PAC.
• Regulatory approvals: Not Applicable.

Strategic rationale

• Strategic rationale: strengthens pharma value chain from KSMs to finished dosage forms.
• Forward integration and operating synergies expected.
• Control transferred; Acquirer and PAC designated promoters.

Target background

• Incorporated 11 December 1984.
• Products include suppositories, pessaries, tablets, capsules.
• Public listed; operates in 60+ countries; Sub-Saharan Africa market dominant.
• Turnover last three years: Rs 846.22 crore, Rs 798.98 crore.
• Net worth as of Mar 31, 2026: Rs 1231.76 crore.

Anupam Rasayan India Ltd: Trading window closed from October 01, 2026 till the end of 48 hours after the declaration of the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026.

Acquisition and financing

• Anupam Rasayan completes acquisition of Bliss GVS Pharma; 48.2% controlling stake at ₹299 per share.
• Financing comprised ₹300 crore term loan and ₹1,450 crore of non-controlling, non-voting instruments.
• Bliss GVS Pharma becomes part of Anupam Rasayan; third inorganic transaction in strategy.

Pro forma platform metrics

• Pro forma platform revenue to exceed ₹4,000 crore; pro forma EBITDA about ₹834 crore.
• Proforma revenue by entity: Anupam Rasayan ₹1,676 crore; Tanfac ₹711 crore; Jayhawk ₹722 crore; Bliss GVS ₹927 crore.

Strategic and operational context

• Jayhawk acquisition completed Feb 2026 for US$134 million; US presence established.
• In Q1 FY27, Jayhawk contributed about 20–22% of consolidated revenue; EBITDA margins around 19–20%.
• Bliss GVS operates six facilities with US FDA, EU-GMP and WHO-GMP certifications; capacity ~30%.

Rationale and integration

• Backward integration to secure critical inputs; forward integration into finished dosage formulations.

Debt / Trustee Update

• Allotted 14,500 secured NCDs of INR 1,00,000 each to Aditya Birla Capital; aggregate INR 145 crore.
• Tenor 13 months; partial redemption 99,500 per NCD by 21 Oct 2026; final 500 by 21 Oct 2027.
• Proceeds for debt repayment, group investments, or general corporate purposes; allotment occurred on 21 Sep 2026.
• First ranking charge by hypothecation over escrow assets; pledged shares.
• Debenture Trustee: CTL Trusteeship Limited; private placement; not listed; not related-party transaction.

Issuance details

• Type: Secured, rated, unlisted redeemable non-convertible debentures (NCDs).
• Issuance: Private placement basis.
• Total: 16,000 NCDs at INR 1,00,000 face value.
• Aggregate size: INR 160 crore.
• Issue price: at par (INR 1,00,000 per NCD).
• Tenure: 13 months from deemed allotment; maturity 21 Oct 2027.
• Coupon: 10.25% p.a.
• Redemption: 99,500 by 21 Oct 2026; 500 on 21 Oct 2027.
• Allottee: Aditya Birla Capital Limited (Debenture Holder).

Security & documents

• First ranking exclusive pledge over specified shares of the Company.
• Hypothecation over escrow account with Axis Bank; promissory notes; letters of continuity.

Use of proceeds & listing

• Use of funds: repay existing debt facilities and invest in group companies; general corporate purposes.
• Listing: not listed.