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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Full Announcement
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