VMPL
Mumbai (Maharashtra) [India], July 16: Cumulative Capital Private Limited ("Cumulative Capital"), a SEBI-registered Category-I merchant banker, has been appointed Manager to the Open Offer in connection with the proposed acquisition of Premier Explosives Limited (NSE: PREMEXPLN; BSE: 526247) by Apollo Micro Systems Limited (NSE/BSE: APOLLO). The Public Announcement of the open offer was issued on 9 July 2026 in accordance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST Regulations").
The transaction is about Apollo Micro Systems Limited agreeing to acquire a 41.33% promoter shareholding in Premier Explosives from the AKS Family Trust under a definitive share purchase agreement, for a consideration of approximately ₹1,550 crore, in an all-cash transaction. As the acquisition results in a change of control, it triggers a mandatory open offer to the public shareholders of Premier Explosives. Cumulative Capital has been appointed to manage that open offer, under which Apollo Micro Systems Limited will offer to acquire up to 26% of the equity share capital of Premier Explosives at ₹698 per share, aggregating up to approximately ₹975 .66 crore. Together, the underlying acquisition and the open offer represent a transaction valued at approximately ₹2,525.66 crore.
A strategically timed combination in defence and aerospace
The transaction brings together two complementary capabilities in India's defence-industrial base: Apollo Micro Systems in defence electronics, electronic warfare and weapon systems, and Premier Explosives in high-energy materials, solid propellants, rocket motors, countermeasures and munitions. Premier Explosives also undertakes operation and maintenance of solid-propellant facilities associated with the country's space programme. On completion, Premier Explosives is expected to operate as a subsidiary of Apollo Micro Systems while retaining its brand.
The combination is set against one of the strongest structural backdrops the Indian defence sector has seen. India's FY27 defence capital outlay has been raised 21% to ₹2,19,000 crore, within an overall allocation of ₹7.85 trillion, and the Defence Acquisition Council accorded Acceptance of Necessity approvals worth ₹3.3-3.6 trillion during FY26 -- a multi-year pipeline that is drawing private-sector participants deeper into electronics, propulsion and energetic materials. Indigenous defence production has risen to ₹1.78 lakh crore in 2025-26. Consolidation that unites systems and propulsion under a single platform is consistent with the policy direction of Aatmanirbhar Bharat and the draft DAP 2026's emphasis on domestic design and ownership.
"This acquisition strengthens our nation's defence manufacturing capability and deepens our sovereign expertise in energetic materials and space programmes. Together, we are better positioned to safeguard national security interests and support our armed forces with greater scale, resilience, and technological self-reliance"
-- Mr Baddam Karunakar Reddy (Managing Director), Apollo Micro Systems Ltd
The regulatory role of the Manager to the Open Offer
Under the SAST Regulations, an open offer is the mechanism through which an acquirer gaining substantial shares, voting rights or control of a listed company must extend a corresponding exit opportunity to public shareholders. The Manager to the Open Offer is the SEBI-registered merchant banker responsible for conducting that process to regulatory standard -- from issuing the Public Announcement and the Detailed Public Statement, through the opening of the escrow arrangements, the dispatch of the Letter of Offer, the tendering period and settlement, to the associated disclosures and certifications.
"An open offer exists to protect the public shareholder at the moment control changes hands. Our responsibility as Manager is to run that process with complete procedural integrity -- accurate disclosure, faithful adherence to the takeover code, and equal treatment of every shareholder. On a transaction of this significance to India's defence sector, that discipline matters more, not less."
-- Swapnilsagar Vithalani, Co-founder and Director, Cumulative Capital Private Limited
Significance for India's public markets
Public M&A executed through the takeover code is among the more demanding disciplines in capital markets, requiring the reconciliation of an acquirer's commercial objectives with a statutory framework designed around minority protection and market integrity. Well-run open offers reinforce investor confidence in the fairness of India's listed markets and in the governance surrounding changes of control.
Commitment to India's capital markets
Cumulative Capital advises on takeovers and open offers, IPOs, QIPs, rights issues, preferential issues and public M&A, working with listed companies and their stakeholders across the transaction lifecycle. The firm combines the rigour expected of an institutional merchant banker with a technology-led approach to execution and disclosure. Its appointment on the Premier Explosives open offer adds to a body of work supporting ambitious Indian businesses through regulated capital-market events.
About Cumulative Capital Private Limited
Cumulative Capital Private Limited is a SEBI-registered Category-I merchant banker (Registration No. INM000013129) based in Mumbai. The firm advises on public and private capital-market transactions, including IPOs, QIPs, rights and preferential issues, open offers & takeovers, and merchant-banking advisory, with a focus on governance, disclosure quality and execution excellence.
Compliance statement
Cumulative Capital Private Limited is acting solely in its capacity as Manager to the Open Offer under the SEBI (SAST) Regulations, 2011. This communication is for information only and does not constitute an offer, invitation, advice or recommendation to tender or deal in the securities of Premier Explosives Limited. Shareholders should rely solely on the Public Announcement, Detailed Public Statement and Letter of Offer for the terms of the Open Offer. The open offer remains subject to the receipt of applicable regulatory approvals, including clearance from the Competition Commission of India.
Media contact: Cumulative Capital Private Limited * B 309-311, 215 Atrium, Andheri Kurla Road, Andheri East, Mumbai 400093 * contact@cumulativecapital.group * www.cumulativecapital.group
Suggested visual: the transaction one-pager (parties → SPA → open offer → shareholding build-up), plus a SAST process timeline graphic (Appendix posters 02 and 03).
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