Promoter group entity acquires 3,500,000 shares (15.20%) from a promoter in inter-se transfer

Sanofi India: Sanofi Healthcare India Private Limited, part of the promoter group, has acquired 3,500,000 equity shares (15.20% of the equity share capital) from Hoechst GmbH, a promoter, on 24th September 2026.

Wed 7 Oct 2026

Shares acquired

3,500,000 equity shares (15.20% of the equity share capital)

Acquisition price

Rs. 3,052 per share; sixty-trading-day VWAP Rs. 3,228.06 per share

Aggregate promoter and promoter group holding

unchanged at 13,909,587 shares (60.40%)

what happened

Sanofi Healthcare India Private Limited, an entity in the promoter group of Sanofi India Limited, has acquired 3,500,000 equity shares of the company, equal to 15.20% of its equity share capital, from Hoechst GmbH, a promoter of the company.

The purchase was made on 24th September 2026 through a block deal mechanism on the stock exchange. The update describes it as an inter-se transfer among members of the promoter and promoter group, and states that the aggregate holding of the promoter and promoter group before and after the transfer remains unchanged.

the numbers

• Shares acquired: 3,500,000 equity shares, or 15.20% of the equity share capital
• Acquisition price: Rs. 3,052 per share
• Sixty-trading-day volume-weighted average market price (VWAP) before the notice: Rs. 3,228.06 per share
• Acquirer's holding: nil before, 3,500,000 shares (15.20%) after
• Seller's holding: 13,904,722 shares (60.38%) before, 10,404,722 shares (45.18%) after
• Total promoter and promoter group holding: 13,909,587 shares (60.40%) before and after
• Fees remitted with the report: Rs. 1,50,000 plus GST at 18% of Rs. 27,000, aggregating Rs. 1,77,000

why an open offer was not required

An acquisition of this size would ordinarily trigger an open offer to public shareholders under Regulation 3(2) read with 3(3) of the SAST Regulations. The update relies on the exemption under Regulation 10(1)(a)(iii) of the SAST Regulations, which covers transfers among a company, its subsidiaries and holding company, other subsidiaries of such holding company, and persons holding not less than fifty per cent of the equity shares of such company, where control over such qualifying persons is exclusively held by the same persons.

The update states that the acquirer and the seller are members of the promoter and promoter group of the company and are ultimately held by the same entity, Sanofi, France. It also confirms that the acquisition price of Rs. 3,052.00 per share is not higher by more than 25% of the VWAP of Rs. 3,228.06 per share.

sequence of disclosures

• 17th September 2026: notice under Regulation 10(5) of the SAST Regulations issued to the stock exchanges, before the proposed acquisition
• 24th September 2026: date of the acquisition
• 28th September 2026: report under Regulation 10(6) of the SAST Regulations shared with the stock exchanges
• 7th October 2026: report under Regulation 10(7) of the SAST Regulations shared with SEBI

what it means for investors

• The shares have moved from one promoter entity to another promoter group entity. The promoter group's combined holding of 13,909,587 shares, or 60.40%, is the same before and after the transaction.
• After the transfer, the acquirer holds 15.20% and the seller holds 45.18%; both continue to be part of the promoter and promoter group.
• The shares changed hands at Rs. 3,052 per share, while the sixty-trading-day volume-weighted average market price was Rs. 3,228.06 per share.
• The acquirer was exempted from the requirement to make an open offer to public shareholders under Regulation 10(1)(a)(iii) of the SAST Regulations.

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