Apollo Micro Systems Limited has initiated a mandatory open offer to acquire up to 26% of the equity share capital of Premier Explosives Limited at an offer price of ₹698 per share. The offer, which is subject to regulatory approvals, aims to purchase up to 1,39,77,911 equity shares from public shareholders, representing a maximum consideration of ₹975,65,81,878.

The open offer follows a Share Purchase Agreement dated July 9, 2026, wherein Apollo Micro Systems agreed to acquire 2,22,21,735 equity shares, representing 41.33% of the paid-up voting share capital, from the existing promoter AKS Family Trust. This transaction, valued at ₹1,550 crore, involves a negotiated price of approximately ₹697.52 per share. Upon consummation of the transaction, the acquirer will become the promoter of the target company, and the seller intends to be reclassified as a public shareholder.

Offer Details and Pricing

The offer price of ₹698 per share has been determined in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It is justified as being higher than the highest of the relevant parameters, including the negotiated price under the Share Purchase Agreement and the volume-weighted average market price for the 60 trading days preceding the public announcement. The offer is not conditional upon any minimum level of acceptance.

Financial Arrangements and Approvals

To secure the offer, Apollo Micro Systems has opened an escrow account with State Bank of India and deposited a cash amount of ₹9,76,00,000. Additionally, the acquirer has furnished an unconditional bank guarantee of ₹173,00,00,000 in favour of the Manager to the Open Offer, Cumulative Capital Private Limited. These financial arrangements are in excess of the requirements specified under Regulation 17 of the SEBI (SAST) Regulations.

The completion of the transaction is subject to the receipt of required statutory approvals, including the approval of the Competition Commission of India, if applicable. The acquirer has certified that it has adequate and firm financial resources to fulfil its obligations under the offer.

Procedural Timelines

The tentative schedule for the open offer indicates that the tendering period will commence on September 1, 2026, and close on September 15, 2026. The identified date for determining eligible shareholders is August 17, 2026. Payment of consideration for accepted tenders is expected to be completed within 10 working days from the closure of the tendering period. KFin Technologies Limited has been appointed as the Registrar to the Offer.

Premier Explosives Limited has entered into a share purchase agreement with Apollo Micro Systems Limited for the acquisition of a 41.33% promoter stake. The all-cash transaction is valued at approximately ₹1,550 crore and is expected to close within 4-5 months, subject to regulatory approvals. This strategic move aims to combine complementary capabilities in defence systems and energetic materials to support next-generation defence and space programmes under the Government of India's Aatmanirbhar Bharat initiative.

Transaction Overview

Under the agreement, Apollo Micro Systems will acquire 2,22,21,735 equity shares from the AKS Family Trust at a price of ₹698 per share. The acquirer confirmed it has adequate financial resources to meet the obligations and stated that Premier Explosives will continue to operate under its existing brand post-acquisition. The transaction is intended to establish an integrated defence platforms ecosystem, enhancing operational efficiencies and R&D capabilities.

Open Offer Details

The execution of the share purchase agreement has triggered a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Apollo Micro Systems will make an open offer to the public shareholders of Premier Explosives to acquire up to 1,39,77,911 equity shares, representing 26% of the voting share capital, at a price of ₹698 per equity share. The open offer will be completed in accordance with the provisions of the SAST Regulations.

Strategic Rationale

The acquisition is designed to deepen sovereign expertise in energetic materials and space programmes. Baddam Karunakar Reddy, Managing Director of Apollo Micro Systems, highlighted that the combined entity would be better positioned to safeguard national security interests with greater scale and technological self-reliance. Dr A N Gupta, Founder & Chairman of Premier Explosives, expressed confidence that the partnership would unlock new opportunities for innovation and sustainable growth.

Key Transaction Details

The following table summarizes the key parameters of the acquisition:

About Premier Explosives

Premier Explosives Limited is a leading manufacturer of high energy materials for the defence, aerospace, and mining sectors. The company also undertakes operation and maintenance services of solid propellant plants at the Sriharikota Centre of ISRO and the Solid Fuel Complex at Jagdalpur. The company reported a turnover of ₹38,834.14 lakhs as on March 31, 2026.