Gujarat Themis Biosyn to Acquire Sanofi's Anti

Gujarat Themis Biosyn Limited has announced the signing of an asset purchase agreement with Sanofi, the French holding company of the Sanofi group headquartered in Paris, for acquiring a portfolio of anti-tuberculosis (TB) and anti-infective brands along with associated trademark rights. The disclosure was made to the stock exchanges on 23 April 2026 in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquisition Details

The transaction involves the acquisition of 13 established branded generic products with a strong presence across more than 55 countries in Europe, the Middle East and Africa. The concerned portfolio reported net sales of approximately €62 million for the year ended 2025. The consideration for the transaction is €158 million payable in cash at closing, expected to be funded by an optimal mix of debt and equity.

Parameter Details Acquirer Gujarat Themis Biosyn Limited Seller Sanofi, French holding Company of the Sanofi group Number of Brands 13 established branded generic products Geographic Presence More than 55 countries in Europe, Middle East and Africa Net Sales (FY25) €62 million Consideration €158 million in cash Expected Closing By end of Q3FY27 (31 December 2026)

Financial Performance of Acquired Portfolio

The revenues from the 13 established branded generic products over the last three fiscal years have been as follows:

FY23: €66 million

FY24: €67 million

FY25: €62 million

Strategic Rationale and Management Commentary

This Asset Purchase represents a significant step in Gujarat Themis Biosyn Limited's strategy to strengthen its global generic pharmaceuticals platform and expand its presence in the anti-infective segment. The transaction would provide immediate access to regulated and semi-regulated markets, enabling the company to enhance its international footprint. It would also create an opportunity for forward integration, allowing the company to leverage its existing capabilities in fermentation-based intermediates and APIs to support the acquired finished dosage formulations portfolio.

Dr. Sachin Patel, Managing Director of GTBL, stated, "This acquisition would be a strategic milestone in GTBL's evolution toward a high-margin, fermentation-based pharmaceutical platform serving many patients in multiple regions. By leveraging our core competencies in fermentation-based product portfolio, we are transitioning toward a high-value mix that significantly improves our margin profile and operational efficiency."

The portfolio currently operates at healthy gross margins, with potential for further improvement through backward integration and operational efficiencies. The transaction is expected to be EPS accretive, supported by profitable branded generics sales, vertical integration and improved operating leverage.

Regulatory Approvals and Transaction Structure

The acquisition is not a related party transaction and is subject to obtaining antitrust and foreign direct investment approvals in applicable jurisdictions and other clearances. The transaction does not involve the acquisition of any legal entity, manufacturing facilities or employees, making it a capital-efficient and asset-light expansion for the company.

Aspect Details Related Party Transaction No Industry Pharmaceutical Industry Regulatory Approvals Required Antitrust and foreign direct investment approvals in applicable jurisdictions Assets Included Marketing authorizations, brands, regulatory dossiers, inventory and associated commercial rights Assets Excluded No legal entity, manufacturing facilities or employees acquired Funding Optimal mix of debt and equity EPS Impact Expected to be accretive

Gujarat Themis Biosyn Limited has successfully concluded its postal ballot process, with shareholders approving key corporate governance resolutions through electronic voting. The company announced the voting results on April 20, 2026, following the completion of the e-voting period that ran from March 19 to April 17, 2026.

Director Re-appointment Receives Overwhelming Support

The first resolution concerning the re-appointment of Mrs. Kirandeep Madan (DIN: 00686547) as Non-Executive Woman Independent Director received exceptional shareholder support. This special resolution was passed with an overwhelming majority, demonstrating strong confidence in the proposed appointment.

Voting Category: Votes in Favor Votes Against Total Votes Approval Rate Overall Result: 79330617 3204 79333821 99.9960% Promoter Group: 76512037 0 76512037 100.0000% Public Institutions: 1274937 0 1274937 100.0000% Public Non-Institutions: 1543643 3204 1546847 99.7929%

Related Party Transaction Approval

The second resolution, an ordinary resolution for approval of material related party transactions with Themis Medicare Limited (TML), also secured shareholder approval, though with a narrower margin. The resolution passed with 52.5598% votes in favor.

Voting Details: Votes in Favor Votes Against Approval Rate Total Valid Votes: 1393892 1258122 52.5598% Public Institutions: 19555 1255382 1.5338% Public Non-Institutions: 1374337 2740 99.8010%

Notably, the promoter and promoter group abstained from voting on this resolution due to their interest in the agenda, with 169770 votes declared invalid from this category.

E-voting Process and Compliance

The postal ballot was conducted in compliance with Section 108 and 110 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. CS Ketan Ravindra Shirwadkar of KRS AND CO. served as the scrutinizer for the process.

Key process details include:

Cut-off Date: Friday, March 13, 2026

Notice Dispatch: Wednesday, March 18, 2026

E-voting Period: March 19, 2026 (9:00 AM) to April 17, 2026 (5:00 PM)

Platform: CDSL's evotingindia.com

Advertisement: Published in Western Times (English and Gujarati editions) on March 19, 2026

Shareholder Participation

The voting saw significant participation across different shareholder categories. Out of total outstanding shares of 108965265, a total of 79333821 votes were polled for the first resolution, representing 72.8065% of outstanding shares. For the second resolution, 2652014 votes were polled, representing 2.4338% of outstanding shares.

The company has made the voting results and scrutinizer's report available on its website at www.gtbl.in , ensuring transparency and compliance with regulatory requirements. The successful completion of the postal ballot process reinforces the company's commitment to good corporate governance practices.

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