Nature of the Event

Gujarat Themis Biosyn Limited (GTBL) has disclosed, pursuant to Regulation 30 of the SEBI Listing Regulations and the SEBI Master Circular dated January 30, 2026, that it has entered into a definitive agreement for the acquisition of 100% equity shareholding of MicroBiopharm Japan Co., Ltd. (MBJ), Japan. The acquisition is to be effected through Themis Biosyn Japan Limited, a wholly owned subsidiary of GTBL incorporated in Japan. The transaction is subject to receipt of regulatory approvals and satisfaction of customary closing formalities.

Target Entity Details

Name: MicroBiopharm Japan Co., Ltd. (MBJ)

Industry: Pharmaceutical Industry

Business Description: MBJ is a Japan-based pharmaceutical company engaged in the research, development, and manufacturing of APIs, intermediates, and contract development and manufacturing (CDMO) services. It has established strong capabilities in microbial fermentation and biotechnology-based manufacturing. Its diversified portfolio spans oncology APIs, plasmid DNA manufacturing, ADC conjugation, and enzyme-based bioconversion platforms.

Background: 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 from manufacturing proprietary pharmaceuticals to CDMO services.

Financials (Revenue from Operations):

  • FY23: JPY 7,827 Million (Approx. INR 470 Crores)
  • FY24: JPY 9,741 Million (Approx. INR 580 Crores)
  • FY25: JPY 9,312 Million (Approx. INR 560 Crores)
  • FY26E: JPY 9,500 Million (Approx. INR 570 Crores)

Transaction Structure and Terms

Acquirer: The acquisition is being made by Themis Biosyn Japan Limited, a wholly owned subsidiary of GTBL.

Percentage Acquired: 100% equity shareholding.

Related Party Status: The transaction is not a related party transaction. The promoter/promoter group/group companies have no interest in the entity being acquired.

Consideration: The total consideration is JPY 21.5 Billion (approximately INR 1,300 Crores).

Funding: The consideration is proposed to be funded through an optimal mix of debt and equity.

Price/Cost of Acquisition: JPY 21.5 Billion (approximately INR 1,300 Crores).

Strategic Rationale and Impact

The acquisition represents a significant milestone in GTBL's long-term strategy to evolve from a fermentation-led intermediates business into a technology-driven Contract Development and Manufacturing Organization (CDMO) platform. The acquisition will provide GTBL with capabilities across precision fermentation, biotechnology, and next-generation drug manufacturing.

Regulatory and Closing Conditions

The transaction is subject to satisfaction of customary closing conditions and receipt of regulatory approvals.