Shareholders meeting

GUJARAT THEMIS BIOSYN LIMITED CIN: L24230GJ1981PLC004878 REGD. OFFICE &FACTORY: 69/C GIDC INDUSTRIAL ESTATE, VAPI – 396 195, DIST. VALSAD, GUJARAT, INDIA TEL: 0260-2430027 / 2400639 E-mail:hrm@gtbl.in.net GTBL/BSE/NSE/2026-27/60 08th September 2026 Listing Department Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block-G Phiroze Jeejeebhoy Towers, Dalal Street Bandra Kurla Complex Mumbai 400001 Bandra East, Mumbai 400051 Symbol: GUJTHEM Scrip Code: 506879 Dear Sir/Madam, Sub.: Addendum to the Notice of 45th Annual General Meeting (‘AGM’) Ref: Submission bearing reference: GTBL/BSE/NSE/2026-27/56 dated 4th September, 2026 Dear Sir / Madam, With reference to our earlier submission of the Notice of the 45th Annual General Meeting (“AGM”) of the Company and pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Company has issued an Addendum to the Notice of the 45th AGM scheduled to be held on Wednesday, September 30, 2026 at 12:30 p.m. (IST). The attached Addendum shall form an integral part of the original Notice of the 45th AGM. The Addendum is sent to the shareholders and also being made available on the website of the Company at www.gtbl.in Thanking you Yours faithfully For Gujarat Themis Biosyn Limited Vineet Gawankar Company Secretary & Compliance Officer MUMBAI OFFICE: Themis House, 11/12 Udyog Nagar, S.V Road, Goregaon (West), Mumbai – 400 104 Tel: 91-22-67607080 / 28757836 Fax: 28746621 / 67607019; E-mail: gtblmumbai@gtbl.in Website Address: www.gtbl.in ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING Addendum to the Notice of the 45th Annual General Meeting (AGM) of Gujarat Themis Biosyn Limited scheduled to be held on Wednesday, 30th September, 2026 at 12:30 pm at 69/A, GIDC Industrial Estate, Vapi-396195, Dist. Valsad, Gujarat. This addendum is being circulated electronically to the Members and shall form an integral part of the original Notice dated 2nd September, 2026 for all purposes. SPECIAL BUSINESS 9 Amendment in Articles of Association of the Company To consider and if thought fit, to pass, with or without modifications, the following resolution as Special Resolution. “RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of Companies Act, 2013 (“the Act”) and the rules framed thereunder (including any statutory modifications or re-enactment thereof, for the time being in force), consent of the shareholders be and is hereby accorded, to delete the words in bracket as “(as such term is defined in the Act)” appears in being of the Article 119, and to insert the following provisions after the existing provisions in Article 119. “Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to any Financial Institution out of any loans/ debenture assistance granted by them to the Company or so long as the Financial Institution holds or continues to hold debentures in the Company as a result of underwriting or direct subscription or private placement, or so long as the Financial Institution holds shares in the Company as a result of underwriting or direct subscription or private placement, or so long as any liability of the Company arising out of any guarantee furnished by the Financial Institution on behalf of the Company remains outstanding, the Financial Institution may be granted a right to appoint from time to time any person or persons as an observer on the Board of the Company and to remove from such person any person or persons so appointed and to appoint any person or persons in his or their place/s in accordance and subject to the terms of transaction agreements.” “Financial Institution” for the purpose of above clause and this Articles of Association means and includes any investor, bank, funds, lending institution, lender or other similar entity, or company or person” RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company be and are severally hereby authorized on behalf of the Board to file a copy of the Amended Articles and file necessary e-forms with the concerned Registrar of Companies in due compliance with the applicable provisions of the Companies Act, 2013 and to take all such steps and actions and give such directions as may be in its absolute discretion deemed necessary and settle any question that may arise in this regard.” By Order of the Board of Directors For Gujarat Themis Biosyn Limited Vineet Gawankar Company Secretary & Compliance Officer Gujarat Themis Biosyn Limited Explanatory Statement 9 Amendment in Articles of Association of the Company Article 119 of the Articles of Association of the Company presently provides for the right of a Financial Institution, in specified circumstances, to appoint a Nominee Director on the Board of the Company. The existing provision refers to a “Financial Institution” with the words “(as such term is defined in the Act)”. The aforesaid reference was incorporated based on the statutory and financing framework prevailing at the relevant time. However, the legal and financing framework governing corporate borrowings, investments and other funding arrangements has evolved over time, and the expression “Financial Institution” may, depending upon the nature of the transaction, encompass various categories of investors, banks, funds, lending institutions, lenders and other similar entities. In view of the aforesaid developments, the reference to the expression “(as such term is defined in the Act)” in Article 119 may unnecessarily restrict the Company for borrowing from lender other than financial institution, whenever such opportunity available. applicability As an alternative to nominee director, the lenders may opt to appoint observer on the Board and accordingly appropriate provisions in this respect are proposed to insert under the existing Article 119. Such insertion will enable the company to agree to the transaction agreements whenever necessary. As explained above, the word “financial institution” is proposed to define in wider manner as mentioned in the resolution. Accordingly, it is proposed to delete the words “(as such term is defined in the Act)” appearing in Article 119 and to add above stated para. The proposed amendment is intended to provide flexibility to the Company in giving effect to the rights of the relevant financing or investment entities in accordance with the terms of the applicable transaction agreements. A copy of the existing Articles of Association together with the proposed amended Articles of Association is available for inspection at the registered office of the Company. The Board is of the opinion that the proposed amendment is in the best interests of the Company and recommends the Special Resolution set out in the Notice for approval by the Members. None of the Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the Resolution except to the extent of their respective shareholding, if any, in the Company. By Order of the Board of Directors For Gujarat Themis Biosyn Limited Vineet Gawankar Company Secretary & Compliance Officer GUJARAT THEMIS BIOSYN LTD. CIN: L24230GJ1981PLC004878 Regd. Office: Plot No. 69-C, GIDC Industrial Estate, Vapi - 396195, District - Valsad, Gujarat. Website: www.gtbl.in; E-mail: cfoassist@themismedicare.com Proxy Form for 45th Annual General Meeting [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s): ................................................................................................................................................................... Registered address: .................................................... [Showing first 8,000 characters — download PDF for full document]