Upon completion of the proposed demerger, Sanofi will continue to own 60.4% stake in both entities and Sanofi India Limited shareholders will receive 1:1 SCHIL equity share of INR 10/- each, for each equity

Board of Directors of Sanofi India Limited , at its meeting held today, has approved a scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013  to demerge its Consumer Healthcare Business.

Consumer Healthcare Business will be a wholly-owned subsidiary i.e. Sanofi Consumer Healthcare India Limited which is currently under the process of incorporation

The Scheme is subject to the receipt of approval of shareholders, approvals from the respective jurisdictional Hon’ble National Company Law Tribunal, the Securities and Exchange Board of India, BSE Limited and the National Stock Exchange of India Limited and such other approvals, permissions, and sanctions of regulatory and other authorities as may be necessary.

The consumer healthcare business of the Company includes assets, liabilities and all other aspects pertaining to the consumer healthcare business of the Company including brands like Allegra®, Combiflam®, DePURA ®, Avil®, etc.

The turnover of the consumer healthcare undertaking of the Company for the financial year ended 31st December 2022 was approximately Rs. 728 crore, representing 28% of the total turnover of the Company for the said year.

Separation of the pharmaceutical and consumer healthcare businesses of the Company will allow the Company and the Resulting Company to have independent and focused management as well as independently pursue different opportunities and strategies for the growth of each respective business aligned to specific market dynamics.

. the proposed demerger will enable a different operating model for the consumer healthcare business under the Resulting Company, specific to and fit for the purpose for a fast-moving consumer healthcare company, which will lead to a greater ability to operate independently and positively shape the consumer healthcare environment. The requirements of the businesses of the Demerged Company and the Resulting Company, including in terms of operations, nature of risks, competitive advantages, strategies and regulatory compliances are different, and the demerger will allow for enhancement of the business models of both the Demerged Company and the Resulting Company.

The shareholders, investors, analyst community and other stakeholders will have greater understanding and visibility of both the pharmaceutical and consumer healthcare businesses.

The proposed demerger will facilitate pursuit of scale and independent growth plans and also enable more focused management and stronger leverage of specific global resources within Sanofi group.

 It will also facilitate flexibility in terms of providing liquidity for shareholders (following the listing of the shares of the Resulting Company); 5. the proposed demerger will de-risk both the businesses from each other and allow potential investors and other stakeholders the option of investing in both businesses

The Scheme does not involve payment of any cash consideration for the Demerger. Shareholder of demerged company will receive share of resulting company.

Upon completion of the proposed demerger, Sanofi will continue to own 60.4% stake in both entities and Sanofi India Limited shareholders will receive 1:1 SCHIL equity share of INR 10/- each, for each equity share owned.

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