Gujarat Themis Biosyn AGM Addendum for AoA Amendment

Meeting Details

The 45th Annual General Meeting is scheduled to be held on Wednesday, September 30, 2026 at 12:30 PM (IST) at Plot No. 69-A, GIDC Industrial Estate, Vapi-396195, Dist. Valsad, Gujarat.

Proposed Resolutions and Implications

The addendum introduces one special business resolution:

9. Amendment in Articles of Association of the Company

• Purpose: To delete the reference "(as such term is defined in the Act)" from Article 119 and insert new provisions allowing Financial Institutions to appoint observers to the Board
• Key Changes:
• Expands the definition of "Financial Institution" to include "any investor, bank, funds, lending institution, lender or other similar entity, or company or person"
• Grants Financial Institutions the right to appoint observers to the Board while any money remains owing to them or they hold debentures/shares in the company
• Allows removal and replacement of such observers in accordance with transaction agreements
• Legal Basis: Section 14 and other applicable provisions of Companies Act, 2013
• Rationale: The amendment provides flexibility for corporate borrowings and investments under evolved legal and financing frameworks, enabling the company to agree to transaction agreements that may require observer appointment rights

Voting Process and Methods

The document includes a proxy form indicating that voting will be conducted at the physical meeting. The proxy form must be:

• Duly stamped, completed, and signed
• Deposited at the registered office of the Company not less than 48 hours before the AGM (on or before September 28, 2026 at 12:30 PM)
• Members may indicate voting preference for each resolution, though leaving columns blank allows the proxy to vote as they deem appropriate

Complete List of Resolutions for AGM

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026 with Board and Auditor reports

2. Re-appointment of Dr. Dinesh S. Patel (DIN: 00033273) who retires by rotation

3. Declaration of dividend on equity shares for FY 2025-26

Special Business:

4. Ratification of Remuneration of Cost Auditor for FY 2026-27

5. Payment of Commission to Dr. Dinesh S. Patel (DIN: 00033273) as Non-Executive Chairman

6. Payment of Commission to Dr. Sachin D. Patel (DIN: 00033353)

7. Approval to avail loan and guarantee from Promoters/Promoters Group for acquisition/growth opportunities

8. Raising funds by issue of Equity Shares through Preferential Issue

9. Amendment in Articles of Association of the Company (the addendum resolution)

Compliance and Regulatory References

• The addendum is issued under Regulation 30 of SEBI (LODR) Regulations, 2015
• The resolution references Section 14 of Companies Act, 2013
• The proxy form references Section 105(6) of Companies Act, 2013 and Rule 19(3) of Companies (Management and Administration) Rules, 2014
• The amended Articles will be filed with the Registrar of Companies in compliance with applicable provisions

Signatories and Roles

• Vineet Gawankar: Company Secretary & Compliance Officer, who signed the submission digitally on September 8, 2026 at 19:28:40 +05:30
• The document is issued by order of the Board of Directors

Additional Information

• Company CIN: L24230GJ1981PLC004878
• The addendum is being circulated electronically to members and made available on company website www.gtbl.in
• A copy of existing and proposed amended Articles of Association is available for inspection at the registered office
• None of the Directors, Key Managerial Personnel or their relatives have financial interest in the resolution beyond their shareholding