Gujarat Themis Biosyn Limited has entered into a definitive agreement to acquire 100% equity shareholding of MicroBiopharm Japan Co., Ltd. (MBJ) from funds managed or advised by T Capital Partners Co., Ltd. The acquisition will be executed through Themis Biosyn Japan Limited, a wholly owned subsidiary incorporated in Japan. The consideration for the transaction is approximately JPY 21.5 billion (approximately INR 1,300 crores), payable at closing, and is expected to be funded through an optimal mix of debt and equity. The transaction is not a related party transaction and is expected to be EPS accretive.

Acquisition Details at a Glance

The key parameters of the acquisition are summarised below:

Strategic Rationale

This acquisition represents a significant milestone in Gujarat Themis Biosyn's long-term strategy to evolve from a fermentation-led intermediates business into a technology-driven Contract Development Manufacturing Organization (CDMO) platform. MBJ brings complementary capabilities, including access to precision fermentation technologies, a P450 enzyme library, Plasmid DNA technology, and ADC Conjugation technology. The integration is expected to create a globally diversified platform, with proprietary pharmaceuticals and non-pharma products accounting for over 47% of MBJ's total revenue for FY26E. Additionally, approximately 40% of MBJ's revenue is derived from markets outside Japan.

About MicroBiopharm Japan Co., Ltd.

MBJ is an established Japanese company with over six decades of experience in fermentation, microbial-based research, development, and manufacturing of pharmaceuticals and specialty chemicals. The company operates a platform spanning proprietary pharmaceutical manufacturing and CDMO services. Its capabilities include microbial fermentation, biotechnology-based manufacturing, oncology APIs, plasmid DNA manufacturing, ADC conjugation, and enzyme-based bioconversion platforms. MBJ reported an estimated revenue of JPY 9.5 billion (approximately INR 570 crores) for FY26E. Revenues from operations in the last three years were JPY 7,827 million (INR 470 crores) in FY23, JPY 9,741 million (INR 580 crores) in FY24, and JPY 9,312 million (INR 560 crores) in FY25.

Regulatory and Closing Conditions

The completion of the transaction is subject to obtaining approval under the Foreign Exchange and Foreign Trade Act (FEFTA) in Japan, along with other applicable regulatory approvals and customary closing conditions. The transaction is expected to close in Q2 FY2027. The disclosure was signed by Dinesh S. Patel, Chairman & Director of Gujarat Themis Biosyn Limited, on May 22, 2026.

Gujarat Themis Biosyn Limited has expanded its global footprint by incorporating a wholly owned subsidiary in Japan. The new entity, named Themis Biosyn Japan Limited, was established on May 19, 2026. This strategic move marks the company's entry into the Japanese market, aligning with its broader business objectives.

Subsidiary Details

The incorporation of Themis Biosyn Japan Limited was completed in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The subsidiary is fully owned by Gujarat Themis Biosyn Limited , which holds 100% of its shareholding.

Financial and Operational Information

The newly formed subsidiary has a share capital of Ten Lakhs Yen. As it is a recently incorporated entity, its turnover is currently not applicable. The subsidiary will operate within the pharmaceutical industry, consistent with the parent company's core business sector.

Key Particulars of the Subsidiary

The company has confirmed that no specific governmental or regulatory approvals were required for this incorporation. The business registration extract for the new entity is expected to be received at a later date.