Gujarat Themis Biosyn Ltd

AGM details

• Date and time: 30 September 2026, 12:30 PM; venue: 69/A, GIDC Industrial Estate, Vapi.
• Mode: in-person with remote e-voting and ballot voting.
• Meeting concluded at 1:05 PM.

Resolutions placed

• Ordinary 1: adopt audited financial statements for year ended 31 March 2026.
• Ordinary 2: appoint director by rotation (Dr. Dinesh S. Patel).
• Ordinary 3: declare dividend on equity shares for year ended 31 March 2026.
• Special 4: ratify cost auditor remuneration for FY 2026-27.
• Special 5: pay commission to Dr. Dinesh S. Patel, Non-Executive Chairman.
• Special 6: pay commission to Dr. Sachin D. Patel, Non-Executive Director.
• Special 7: approve loan/guarantee from Promoters Group for growth.
• Special 8: raise funds via preferential issue of equity shares.
• Special 9: amend Articles of Association.

Voting results

• Outcomes for all resolutions not disclosed in filing; results to be announced later.

Dividend

• Dividend on equity shares proposed; amount per share not disclosed.

Director changes

• Director Dr. Dinesh S. Patel retires by rotation; re-appointment proposed.

Auditors

• Remuneration of Cost Auditor for FY 2026-27 to be ratified.

Other material approvals

• Borrowings and guarantees from Promoters Group for acquisition/growth.
• Raising funds via preferential issue of equity shares.
• Amendment to Articles of Association.

Gujarat Themis Biosyn Limited trading window closed from 1 October 2026 and will reopen after completion of 48 hours from the declaration of un-audited financial results for the quarter and half year ending 30 September 2026.

AGM details

• AGM scheduled for 30 September 2026 at 12:30 p.m. IST at Vapi venue.
• Corrigendum issued 21 September 2026 amending Resolution 8 per SEBI ICDR Regulations.

Key resolutions

• Resolution 8: Special business for preferential issue of equity shares.
• Amendments to Resolution 8 include updated share numbers and pricing.
• Objects updated; redemption of debt and general corporate purposes.
• Monitoring of proceeds appointed to India Rating and Research.
• Relevant date for issue calculations set to August 31, 2026.
• Total fund raise size Rs 335,00,00,724; issue price Rs 404.
• Total equity shares to be allotted: 82,92,081.
• Post-allotment shareholding updated.

Material related party transactions

• Promoter group entity Pharmaceutical Business Group (India) Limited to subscribe to shares.
• Other allottees include ISAF III Onshore Fund, India Special Assets Fund III, Special Situation India Fund.
• Aggregate value of preferential issue disclosed as Rs 335,00,00,724; price Rs 404.

Other material approvals

• Monitoring agency appointed: India Rating and Research Private Limited.
• Relevant date for pricing: August 31, 2026.
• Interim use of proceeds: deposits, government securities, or other creditworthy instruments.

Dividend record date

• Record date fixed Sep 23, 2026 for final dividend for FY2025-26 (ended Mar 31, 2026).
• Dividend is subject to approval by Members at the 45th AGM on Sep 30, 2026.

Record date for final dividend

• Record date fixed 23 September 2026 for FY2025-26 final dividend, subject to AGM approval on 30 September 2026.

Target overview

• MBJ is a Japan-based pharma company in APIs, intermediates, and CDMO services.
• Operates three GMP plants with FDA and PMDA inspection track records.
• FY26 revenue: JPY 9.5 billion; over 60 years fermentation experience.
• Top six customers; ~40% of revenue derived from outside Japan.

Transaction details

• Acquisition completed: 100% equity of MBJ acquired via TBJ.
• Total consideration: JPY 21.5 billion; funded by debt and equity.
• GTBL funded TBJ with INR 475 crore equity and INR 745 crore loan.
• Loan facility to TBJ up to INR 800 crore.
• Closing completed after customary regulatory approvals.
• Annexure confirms no related party involvement; intra-group arrangement.
• First announced May 22, 2026; closed September 18, 2026.

Strategic rationale

• Accelerates GTBL's shift to fermentation-based, globally integrated CDMO.
• Gains MBJ's P450 enzyme platform for hydroxylation.
• Expands API/Intermediates, oncology, immunosuppressants, peptides, antibiotics portfolios.
• Adds plasmid DNA, ADC conjugation, and recombinant protein capabilities.
• Three GMP sites enable regulated global manufacturing footprint.
• ~40% MBJ revenue from outside Japan; strengthens blue-chip pharma relationships.
• India manufacturing scale supports margin expansion.

Target background

• MBJ specializes in fermentation-based APIs/intermediates and CDMO services.
• Three GMP plants with FDA/PMDA inspection track record.
• Revenue driver includes oncology APIs/intermediates, plasmid DNA, and enzymes.
• Long-standing relationships with top pharma customers; cross-border revenue spread.

NCD issuance and use of proceeds

• Committee allotted secured, redeemable NCDs aggregating INR 585 crore on private placement.
• Total NCDs allotted: 58,500 at INR 1 lakh each.
• Aggregate issue size: INR 5,850,000,000 (INR 585 crore) across Series 1 and Series 2.
• Proceeds to fund acquisition of MicroBiopharm Japan Co., Ltd via its subsidiary.
• Also for general corporate purposes.
• Tenor: Series 1 60 months; Series 2 18 months from Effective Date.
• Coupon: Series 1 10% p.a.; Series 2 17.75% p.a., both monthly compounding.
• Security: first ranking pari passu charges over movable assets and brands; mortgage over immovable assets.
• Second ranking pari passu charge over all current assets; escrow account charges; promoter personal guarantee.
• Promoter Dr. Sachin Patel provides personal guarantee; security includes related promissory note.

NCD issuance approval

• Board approves private placement of NCDs aggregating upto INR 585 crore.
• Annexure I contains disclosures under SEBI LODR; further issuance details at allotment.
• NCDs are non-convertible; aggregate limit INR 585 crore; listing not contemplated.
• Tenure, coupon, and security details to be disclosed in due course.