Bliss GVS Pharma announces an acquisition

Mates Visa Consultancy Private Limited is the newly added Person Acting in Concert (PAC). It is a wholly-owned subsidiary of the acquirer, Anupam Rasayan India Limited, and is not part of the existing promoter group of Bliss GVS Pharma. Its inclusion as a PAC for the open offer does not alter the existing promoter shareholding percentage of Bliss GVS Pharma.

Identity and Relationship

• Identity: Mates Visa Consultancy Private Limited is an unlisted private company incorporated in May 2022, previously engaged in immigration, visa, and overseas education consultancy services `<sup>[1]</sup>`.
• Relationship: Anupam Rasayan India Limited acquired 100% of the equity share capital of Mates Visa Consultancy on July 17, 2026, for Rs 10,000, making it a wholly-owned subsidiary `<sup>[1]</sup>`, `<sup>[2]</sup>`.
• Role: Following this acquisition, Mates Visa Consultancy was designated as a PAC for the open offer to acquire up to 26.00% of the expanded voting share capital of Bliss GVS Pharma Limited `<sup>[3]</sup>`, `<sup>[1]</sup>`.

Impact on Shareholding

The inclusion of Mates Visa Consultancy as a PAC does not change the aggregate promoter shareholding percentage of Bliss GVS Pharma. The designation is a procedural refinement to the open offer process under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 `<sup>[3]</sup>`, `<sup>[1]</sup>`. The addendum issued by SBI Capital Markets Limited, the Manager to the Open Offer, confirms that this update does not alter the fundamental terms of the offer, such as the offer price of Rs 299 per share or the total percentage of shares being acquired `<sup>[3]</sup>`, `<sup>[1]</sup>`.

Implication

The designation of Mates Visa Consultancy as a PAC is a structural maneuver to facilitate the regulatory process for the proposed acquisition of Bliss GVS Pharma by Anupam Rasayan. It serves as a preparatory step for the acquisition and does not represent a change in the target company's current promoter group or their existing shareholding structure.

The addendum to the open offer for Bliss GVS Pharma Limited does not modify the offer price per share or the total number of shares proposed to be acquired.

Key Findings

• Offer Terms: The addendum, dated July 17, 2026, is specifically issued to announce the inclusion of Mates Visa Consultancy Private Limited as a Person Acting in Concert (PAC) with the acquirer, Anupam Rasayan India Limited ^[1]. The offer size remains 2,77,26,848 fully paid-up equity shares, representing 26.00% of the expanded voting share capital, at an offer price of Rs 299 per share ^[2].
• Financial Arrangements: The filings state that all corresponding changes arising from the inclusion of the PAC will be incorporated into the Letter of Offer to be sent to public shareholders ^[3]. The provided documents do not explicitly detail a specific update to the escrow account or financial arrangements within the addendum itself, other than noting that necessary adjustments will be reflected in the final Letter of Offer ^[3].

Implications

The primary purpose of the addendum is the formal addition of a PAC to the acquisition structure. As the offer price and volume remain unchanged, the core economic terms of the open offer are consistent with the original public announcement and detailed public statement. Investors should monitor the forthcoming Letter of Offer for any specific disclosures regarding updated financial arrangements or escrow status resulting from the PAC's inclusion.

Shareholding Concentration and SEBI Limit Proximity

The potential post-offer promoter group holding in Bliss GVS Pharma Limited will reach 74.20% if both the Share Purchase Agreement (SPA) and the Open Offer are fully subscribed and completed. This closely approaches the 75.00% maximum permissible non-public shareholding limit under SEBI (SAST) and Securities Contracts (Regulation) Rules (SCRR) to maintain the 25.00% Minimum Public Shareholding (MPS).

The addition of Mates Visa Consultancy Private Limited as a Person Acting in Concert (PAC) is a structural and procedural update ^[4] that does not alter the offer size, price, or fundamental terms ^[5].

The specific schedule of activities and confirmed completion timeline for the open offer process following the July 17, 2026 addendum have not been separately detailed in the reported corporate disclosures.

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Shareholding Structure and Headroom

The table below outlines the potential post-transaction shareholding structure of the acquirer group in the target company:

• PAC Shareholding: The newly added PAC, Mates Visa Consultancy Private Limited, does not currently hold any equity shares in Bliss GVS Pharma Limited ^[2].
• Offer Terms: The open offer remains for up to 2,77,26,848 equity shares (26.00% of the expanded voting share capital) ^[1] at an offer price of Rs 299 per share ^[2].
• Addendum Context: The addendum dated July 17, 2026 ^[1] was triggered by Anupam Rasayan India Limited acquiring a 100% stake in Mates Visa Consultancy for a nominal cash consideration of Rs 10,000 to serve as a structural vehicle for compliance ^[4].

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Open Offer Timeline Status

The confirmed schedule for the remaining open offer process has not been finalized in the latest public disclosures. The historical milestones and adjacent timeline factors include:

• Completed Milestones: The Public Announcement was issued on May 23, 2026 ^[6], followed by the Detailed Public Statement on June 1, 2026 ^[6], and the submission of the Draft Letter of Offer (DLOF) to SEBI on June 9, 2026 ^[6].
• Timeline Omission: The specific dates for the tendering period (opening and closing dates) and the final payment/completion schedule have not been reported in the latest addendum disclosures.
• Clarification on Unrelated Dates: Public notices published alongside the addendum mention a document submission deadline of August 17, 2026 ^[3] and an auction date of August 19, 2026 ^[3]. These dates relate to an unrelated E-auction of assets under the Insolvency and Bankruptcy Code (IBC) ^[3] and do not represent the open offer schedule.

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Strategic and Operational Implications

• Minimal Creeping Headroom: A post-offer holding of 74.20% leaves the promoter group with a razor-thin headroom of 0.80% before triggering the 25.00% MPS dilution requirement. This severely restricts the acquirer's ability to conduct subsequent market purchases or creeping acquisitions without being forced to dilute their stake.
• Zero Financial Strain from PAC: The acquisition of Mates Visa Consultancy is a purely structural transaction with a nominal outlay of Rs 10,000, ensuring zero immediate financial strain on Anupam Rasayan ^[4].
• Value-Chain Expansion: This transaction moves Anupam Rasayan closer to completing its transformational pharma value-chain expansion, combining its chemical manufacturing business with the formulation capabilities of Bliss GVS Pharma ^[4].