Gujarat Themis Biosyn has completed the acquisition of MicroBiopharm Japan Co., Ltd. The transaction, valued at JPY 21.5 billion, was finalized on September 18, 2026, following the satisfaction of all customary closing conditions and regulatory approvals.

The acquisition is executed through the company's wholly owned subsidiary, Themis Biosyn Japan Limited. GTBL funded the deal via a capital contribution of ₹475 crore and a loan of ₹745 crore to the subsidiary. This funding structure complements the earlier issuance of ₹585 crore in non-convertible debentures (NCDs) via private placement, which was allotted on September 16, 2026.

Deal structure and financing

The total consideration of JPY 21.5 billion was paid to T Capital Partners Co., Ltd., a Japan-based private equity fund that managed or advised on the funds. The company entered into a loan agreement with its Japanese subsidiary for up to ₹800 crore to facilitate the acquisition proceeds.

The ₹585 crore NCD issue, disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, remains secured by multiple charges over the company's assets. These include first-ranking pari passu charges over movable and immovable fixed assets, brands, and intellectual property rights, as well as a second-ranking charge over current assets. Dr. Sachin Patel, Promoter, provided a personal guarantee.

Strategic rationale and target profile

MicroBiopharm Japan brings over 60 years of experience and operates three GMP-compliant manufacturing plants with a strong track record of FDA and PMDA inspections. For FY26, the target registered revenue of JPY 9.5 billion, with approximately 40% generated from outside Japan. Its business mix spans proprietary APIs/intermediates, CDMO services, biologics, and developed pharmaceuticals.

The acquisition accelerates GTBL's transition into a globally integrated CDMO. Key strategic benefits include:

• Entry into precision fermentation via MBJ's proprietary P450 enzyme library, reducing reliance on traditional chemical routes.
• Access to advanced biologics technologies, including plasmid DNA and ADC conjugation.
• Expansion into high-growth segments such as oncology, immunosuppressants, peptides, and antibiotics.
• Leverage of GTBL's India manufacturing scale to improve cost competitiveness and drive margin expansion.

Dr. Sachin Patel, Managing Director of Gujarat Themis Biosyn, stated that the acquisition marks a defining milestone in the company's journey toward becoming a fermentation-based CDMO. He highlighted the synergy between MBJ's precision fermentation capabilities and GTBL's large-scale manufacturing expertise.

What the Numbers Show

The combined financing structure reveals a significant leverage component. While the NCD issuance raised ₹585 crore, the total internal funding deployed to the subsidiary amounts to ₹1,220 crore (₹475 crore equity + ₹745 crore loan). This indicates that the NCD proceeds likely cover only a portion of the total transaction value or are being utilized alongside other corporate funds for general purposes, as initially disclosed. The transaction is expected to be EPS accretive for GTBL.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE942C01045/500cb620-ef49-4e9d-bc0c-90ec429c75fd.pdf

Gujarat Themis Biosyn issued an addendum to the notice of its 45th Annual General Meeting (AGM) scheduled for September 30, 2026. The company seeks shareholder approval for a special resolution to amend Article 119 of its Articles of Association.

The amendment aims to delete the phrase "(as such term is defined in the Act)" from the existing definition of a Financial Institution. This change is intended to provide flexibility in borrowing from lenders other than traditional financial institutions, as the legal and financing framework has evolved.

Proposed Changes to Governance Rights

The resolution proposes inserting new provisions allowing Financial Institutions to appoint an observer on the Board of Directors under specific conditions. These conditions include:

• Outstanding loans or debenture assistance granted by the institution.
• Holding of debentures through underwriting, direct subscription, or private placement.
• Holding of shares via similar mechanisms.
• Outstanding liabilities arising from guarantees furnished by the institution.

The company defines "Financial Institution" broadly to include investors, banks, funds, lending institutions, lenders, and other similar entities. This replaces the previous provision that allowed for the appointment of a Nominee Director.

Rationale for Amendment

According to the explanatory statement, the existing reference to the statutory definition may unnecessarily restrict the company's ability to borrow from non-financial institution lenders. The proposed amendment enables the company to agree to transaction terms that may require lender oversight through board observers rather than full directorship.

The Board of Directors stated that the amendment is in the best interests of the company. No directors, key managerial personnel, or their relatives have a financial interest in the resolution beyond their shareholding.

AGM Details

The 45th AGM will be held at the company’s registered office in Vapi, Gujarat. The meeting agenda includes ordinary business items such as the adoption of audited financial statements for FY26 and the re-appointment of Dr. Dinesh S. Patel as a director. Special business items also cover the ratification of the cost auditor’s remuneration and payment of commissions to non-executive directors.