Gujarat Themis completes the MicroBiopharm Japan acquisition, with ₹1,220 Cr routed into its Japan arm

Gujarat Themis Biosyn told the exchanges on September 18 that its acquisition of MicroBiopharm Japan Co., Ltd. (MBJ) is complete. The transaction was first announced on May 22, 2026, so the completion itself was expected — what the last four weeks of filings add is the full picture of how a fermentation company with ₹165.8 crore of FY26 revenue paid for a Japanese CDMO whose FY26 revenue was JPY 9.5 billion, i.e. ¥950 crore. The financing ran through three instruments in quick succession: a ₹750.0 crore qualified institutional placement, a ₹585 crore non-convertible debenture allotment, and a preferential issue of up to ₹335.0 crore that has been approved but, in the filings available so far, not yet allotted.

What GTBL is buying, per the press release: a company with over 60 years of fermentation experience, three GMP-compliant manufacturing plants with what the company describes as a strong FDA and PMDA inspection track record, and a business mix spanning proprietary APIs and intermediates, CDMO, CDMO Bio, and developed pharmaceuticals. MBJ has serviced its top six customers for over two decades, and roughly 40% of its revenue comes from outside Japan. The stated strategic logic is entry into precision fermentation via MBJ's proprietary P450 enzyme library, plus access to plasmid DNA, ADC conjugation and recombinant protein technologies — capabilities GTBL, a maker of fermentation-based APIs and intermediates, does not claim to have on its own. Deloitte India advised on the deal and Avendus Capital arranged the financing.

1. 22 May

   Acquisition of MBJ first announced (per the Sep 18 press release).

2. Invalid Date

   QIP opens and closes. 2,11,86,440 equity shares allotted to qualified institutional buyers at ₹354 per share — a 4.98% discount to the ₹372.57 floor price — raising ₹749,99,99,760, i.e. ₹750.0 crore.

3. 28 Aug

   Paid-up capital rises from 10,89,65,265 shares to 13,01,51,705 shares on the QIP allotment.

4. 1 Sept

   Board approves a preferential issue of up to 82,10,786 shares at ₹408 per share, aggregating up to ₹335,00,00,688, i.e. ₹335.0 crore. Allotment is not recorded in filings to date.

5. 10 Sept

   Board approves issuance of non-convertible debentures of up to ₹585 crore on private placement basis.

6. 16 Sept

   NCDs aggregating ₹585 crore allotted. Proceeds are stated to be used inter alia for investing in the Japan subsidiary to finance the MBJ acquisition, and for general corporate purposes.

7. 18 Sept

   Completion announced: ₹475 crore of capital plus a ₹745 crore loan into TBJ, under a loan agreement of up to ₹800 crore.

The arithmetic: the QIP (₹750.0 crore) and the NCDs (₹585 crore) together brought in ₹1,335 crore of completed funding, against ₹1,220 crore deployed into TBJ; the approved-but-unallotted preferential issue would take the total raised to about ₹1,670 crore. The equity side is not free — the QIP added 19.4% to the share count, and the promoter group's stake, 70.86% (7,72,18,083 shares) as of June 30, works out to about 59.3% on the post-QIP share count, a passive reduction the promoters themselves disclosed under the takeover regulations. The preferential issue's largest allottee is Pharmaceutical Business Group (India) Limited, a promoter-group entity, for 61,27,453 of the 82,10,786 shares (74.6% of the issue); if fully allotted as filed, the promoter group's stake would rise to roughly 60.2%, not fall further. On the new share count of 13,01,51,705 shares, the September 18 close of ₹427 puts market capitalisation at about ₹5,557 crore (it was ≈₹4,653 crore on the pre-QIP count).

The base business the deal sits on: FY26 standalone revenue of ₹165.8 crore and net profit of ₹46.7 crore, with operating margins in the 39–49% band, and Q1 FY27 growing 22.1% year-on-year on both revenue (₹43.79 crore) and net profit (₹11.07 crore). Two things stand out against that base. First, scale — the ₹1,220 crore put into TBJ is roughly 7.4 times GTBL's entire FY26 revenue, and MBJ's ¥950 crore revenue line is in a different currency and of a different order than GTBL's own. Second, the interest line: it had already moved from ₹0.04 crore in Q1 FY26 to ₹1.79 crore in Q1 FY27, before the ₹585 crore of NCDs was allotted in September. Servicing costs on that debt should start appearing from Q2 FY27; what they net out to at the consolidated level depends on MBJ's profitability, which the filings do not yet disclose.

The stock has risen about 23% from its August 13 close of ₹347.25 to ₹427 on September 18, with the sharpest leg — ₹353.60 to ₹411.70 between August 17 and August 24 — coming immediately before and into the QIP window. Daily volumes tell the same story: mostly under 1.5 lakh shares through June and July, then repeatedly above 6 lakh and as high as 18.2 lakh (September 8) once the fundraising began. The market's session-by-session verdicts on the individual filings were mild: +2.9% on August 31, the first session after the QIP allotment; −0.8% on September 2 after the preferential-issue approval; −1.7% on September 11 after the NCD approval; +1.8% on September 17 after the NCD allotment; and +1.6% on September 18, the completion day itself. At ₹427 the stock trades 20.6% above the ₹354 QIP price, 4.7% above the ₹408 preferential price, and 10.9% below its 52-week high of ₹479.