NSEDisclosure under SEBI Takeover Regulations1d ago · 17 Sept 2026, 07:32 pm

Disclosure under SEBI Takeover Regulations

Sanofi India Limited · SANOFI

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Sanofi Healthcare India Private Limited, a part of the promoter group of Sanofi India Limited, has agreed to acquire up to 3,500,000 equity shares from Hoechst GmbH, a promoter, under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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Market Sentiment5/10

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Sanofi Healthcare India Private Limited has Submitted to the Exchange a copy of Disclosure under Regulation 10 (5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.           

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September 17, 2026 The Secretary The Secretary BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street Bandra-Kurla Complex, Mumbai 400 001 Bandra (E), Mumbai 400 051 Scrip Code: 500674 Symbol: SANOFI Dear Sir / Madam, Sub.: Disclosure under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”) in relation to the proposed inter-se transfer of equity shares amongst members of the promoter and promoter group of Sanofi India Limited (“Target Company”) This is to inform you that Sanofi Healthcare India Private Limited, an entity part of the promoter group of the Target Company has agreed to acquire up to 3,500,000 equity shares of the Target Company from Hoechst GmbH, a promoter. In this regard, please find enclosed herewith the disclosure pursuant to the provision of Regulation 10(5) of the SAST Regulations in the specified format along with the annexures as required to be given for the said acquisition of equity shares of the Target Company. This is for your information and records. Thanking you. Yours faithfully, For Sanofi Healthcare India Private Limited Neha Pokhrana Company Secretary Membership No.: A40082 Encl.: As above DISCLOSURES UNDER REGULATION 10(5) - INTIMATION TO STOCK EXCHANGES IN RESPECT OF ACQUISITION UNDER REGULATION 10(1)(A) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 1. Name of the Target Company (TC) Sanofi India Limited (“Target Company”). 2. Name of the acquirer(s) Sanofi Healthcare India Private Limited (“Acquirer”). 3. Whether the acquirer(s) is/ are Yes, the Acquirer is part of the promoter group promoters of the TC prior to the of the Target Company prior to the transaction. transaction. If not, nature of relationship or association with the TC or its promoters 4. Details of the proposed acquisition a. Name of the person(s) from Hoechst GmbH (“Seller”). whom shares are to be acquired b. Proposed date of acquisition The proposed acquisition will be undertaken on or after September 24, 2026. c. Number of shares to be acquired The Acquirer will acquire up to 3,500,000 from each person mentioned in equity shares from the Seller. 4(a) above d. Total shares to be acquired as % Up to 15.20% of the existing paid-up equity of share capital of TC share capital of the Target Company. e. Price at which shares are The shares of the Target Company will be proposed to be acquired acquired at the price not exceeding the limits provided in proviso (i) to Regulation 10(1)(a) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”). f. Rationale, if any, for the The transaction is being undertaken as an proposed transfer inter-se transfer of shareholding among members of the promoter and promoter group of the Target Company. 5. Relevant sub-clause of regulation The Acquirer is exempted from the 10(1)(a) under which the acquirer is requirement to make an open offer in terms of exempted from making open offer. Regulation 10(1)(a)(iii) of the Takeover Regulations. Sub-clause (iii) of Takeover Regulation 10(1)(a) states: “a company, its subsidiaries, its holding company, other subsidiaries of such holding company, persons holding not less than fifty per cent of the equity shares of such company, other companies in which such persons hold not less than fifty per cent of the equity shares, and their subsidiaries subject to control over such qualifying persons being exclusively held by the same persons; Explanation: For the purpose of this sub- clause, the company shall include a body corporate, whether Indian or foreign.” 6. If, frequently traded, volume The shares of the Target Company are weighted average market price for a frequently traded in terms of Regulation 2(1)(j) period of 60 trading days preceding of the Takeover Regulations. The volume the date of issuance of this notice as weighted average market price for a period of traded on the stock exchange where 60 trading days preceding the date of issuance the maximum volume of trading in of this notice as traded on the stock exchange the shares of the TC are recorded where the maximum volume of trading in the during such period. shares of the Target Company are recorded during such period is Rs.3,228.06 per share. 7. If in-frequently traded, the price as Not applicable, as the shares are frequently determined in terms of clause (e) of traded. sub-regulation (2) of regulation 8. 8. Declaration by the acquirer, that the The Acquirer hereby confirms that the acquisition price would not be higher acquisition price would not be higher by more by more than 25% of the price than 25% of the price computed in point no. 6 computed in point 6 or point 7 as above. applicable. 9. Declaration by the acquirer, that the The Acquirer hereby confirms that the transferor and transferee have transferor and transferee have complied complied / will comply with (during the period of 3 years prior to the date applicable disclosure requirements of the proposed acquisition) and will comply in Chapter V of the Takeover with the applicable disclosure requirements in Regulations, 2011 (corresponding Chapter V of the Takeover Regulations provisions of the repealed Takeover (corresponding provisions of the repealed Regulations 1997) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997). The aforesaid disclosures made during the previous 3 years prior to The copies of such disclosure are enclosed as the date of proposed acquisition to annexures to this disclosure. be furnished 10. Declaration by the acquirer that all The Acquirer hereby declares that all the the conditions specified under conditions specified under Regulation regulation 10(1)(a) with respect to 10(1)(a)(iii) of the Takeover Regulations with exemptions has been duly complied respect to the exemption has been duly with. complied with. 11. Shareholding details Before the proposed After the proposed transaction transaction No. of shares % w.r.t No. of shares / % w.r.t / voting rights total voting rights total share share capital capital of TC of TC a Acquirer and PACs (other than sellers)(*) Sanofi Healthcare India Private Nil Nil 3,500,000 15.20 Limited (Acquirer) PAC: 1. SANOFI 4865 0.02 4865 0.02 2. CKW PHARMA EXTRAKT BETEILIGUNGS UND Nil Nil Nil Nil VERWALTUNGS Gm 3. CKW PHARMA EXTRAKT Nil Nil Nil Nil GMBH & Co.KG 4. Future Capital AG Hessen Nil Nil Nil Nil Life Sciences Chemie 5. Sanofi Aventis de Colombia Nil Nil Nil Nil S.A. 6. Sanofi Aventis Deutschland Nil Nil Nil Nil GmbH 7. Starlink Logistics Inc. (SLLI) Nil Nil Nil Nil 8. Aventis Agriculture Nil Nil Nil Nil 9. CARRAIG INSURANCE Nil Nil Nil Nil 10. Sanofi Cathay (Shanghai) Nil Nil Nil Nil Private Equity Investment Fund Partnership (L.P.) 11. Innobio 2 Nil Nil Nil Nil 12. Le Rock Re Nil Nil Nil Nil 13. Limited Liability Company Sanofi Aventis Ukraine Nil Nil Nil Nil 14. Sanofi Aventis del Peru S.A Nil Nil Nil Nil 15. Sanofi Aventis Groupe Nil Nil Nil Nil 16. Sanofi Aventis Korea Co., Nil Nil Nil Nil Ltd. 17. Sanofi Aventis Nil Nil Nil Nil Participations 18. Sanofi Aventis Recherche Nil Nil Nil Nil & Développement 19. Sanofi B.V. Nil Nil Nil Nil 20. Cathay Growth (Quanzhou) Nil Nil Nil Nil Equity Investment Fund L.P 21. Sanofi European Treasury Nil Nil Nil Nil Center 22. Sanofi Foreign Nil Nil Nil Nil Participations B.V. 23. SANOFI GESTION SA Nil Nil Nil Nil 24. SANOFI PASTEUR Nil Nil Nil Nil MERIEUX 25. Sanofi R&D Vaccins Nil Nil Nil Nil 26. Sanofi sp. z.o.o. Nil Nil Nil Nil 27. Sanofi (China) Investment Nil Nil Nil Nil Co. Ltd. TOTAL 4865 0.02 3,504,865 15.22 b Seller Hoechst GmbH 13,904,722 60.38 10,404,722 45.18 Note: (*) Shareholding of each entity may be shown separately and then collectively in a group. For Sanofi Healthcare India Private Limited Neha Pokhrana Company Secretary Membership No.: A40082 Date: September 17, 2026 Place: Mumbai