Sanofi India has received a show cause notice from Gujarat GST authorities demanding ₹16.40 crore in tax, interest, and penalty for FY23.

This latest disclosure follows a separate notice of ₹23.74 crore issued by Karnataka GST authorities earlier this month. The Gujarat notice, dated September 28, 2026, was issued by the State Tax Officer Ghatak 21 (Ahmedabad) Range 6 Division 2. It alleges discrepancies between E-Way Bill values and GSTR-1 disclosures, turnover reconciliation issues in GSTR-9C, and ineligible Input Tax Credit (ITC) claims.

Breakdown of Demands

Sanofi India now faces two distinct GST liabilities for the same fiscal year, totaling approximately ₹40.14 crore. The breakdown of the individual notices is as follows:

The Gujarat notice specifically cites issues regarding the reconciliation of turnover reported in GSTR-9C vis-à-vis GSTR-1, short reversal of ITC, and the availment of certain ITCs alleged to be ineligible under applicable GST laws.

Company Response and Impact

In its disclosure to stock exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company stated it is examining both notices in consultation with consultants and tax advisors. Sanofi India indicated it will submit replies within the prescribed time periods after reviewing the relevant facts.

• The company does not envisage any adverse impact on its financials, operations, or other activities arising from these show cause notices.
• Both disclosures were made available on the company’s website alongside filings with BSE and NSE.

What the Numbers Show

The aggregation of two separate notices for FY23 highlights a multi-jurisdictional compliance challenge. The Gujarat demand includes a penalty component, unlike the Karnataka notice which comprised only tax and interest. Combined, the total exposure of ₹40.14 crore represents a significant contingent liability. The recurrence of ITC-related allegations across two states suggests potential systemic issues in the company's input credit management or documentation practices during FY23 that are now attracting scrutiny from multiple tax authorities.

Sanofi India Limited witnessed a significant internal restructuring as promoter Hoechst GmbH transferred 3.5 million equity shares to Sanofi Healthcare India Private Limited on September 24, 2026.

The transaction, executed through a block deal mechanism on the National Stock Exchange of India Limited, represents an inter-se transfer within the promoter group. The acquirer is exempt from making an open offer pursuant to Regulation 10(1)(a)(iii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Transaction Details

The transfer involved 3,500,000 equity shares, constituting 15.20% of the company's total share capital. Hoechst GmbH’s direct stake decreased from 60.38% to 45.18%, while Sanofi Healthcare India Private Limited moved from nil holdings to a 15.20% stake.

The volume-weighted average market price of Sanofi India shares over the 60 trading days preceding the notice issuance was ₹3,228.06 per share. The acquirer confirmed that the acquisition price would not exceed 25% above this computed benchmark. The disclosed value of the transaction was ₹10,68,20,00,000, excluding taxes and brokerage charges. Regulatory filings further specified the actual acquisition price at ₹3,052 per share.

Regulatory Disclosures

Sanofi Healthcare India Private Limited submitted a Form B disclosure on September 25, 2026, detailing the purchase of equity shares from Hoechst GmbH. Prior intimation under Regulation 10(5) of the SAST Regulations was submitted to the stock exchanges on September 17, 2026, within the specified timeline.

The company subsequently filed disclosures under Regulation 7(2)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, on September 28, 2026. This filing confirms the mode of acquisition as an inter-se transfer among members of the promoter and promoter group, relying on the exemption provided under Regulation 10(1)(a)(iii).

What the Numbers Show

The restructuring consolidates promoter holdings through a significant shift in ownership structure without altering the total promoter group shareholding. While Hoechst GmbH’s direct stake drops by 15.20 percentage points, the aggregate promoter and promoter group holding remains unchanged at 60.40%.

This internal realignment changes the specific entities controlling the voting rights but maintains the overall control structure. The transfer was disclosed under Regulation 29(2) of the SAST Regulations, confirming the transaction mode as an inter-se transfer among members of the promoter and promoter group.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE058A01010/25722636-abb9-4d29-9086-d8520eaa78b1.pdf