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/2026-27/42 31st July, 2026 The Manager The Manager – Listing Department Corporate Relationship Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Dalal Street, Mumbai- 400001 Bandra (East), Mumbai- 400051 Scrip Code – 506879 Symbol: GUJTHEM Dear Sir/Madam, Sub:- Notice of Extra-Ordinary General Meeting (EGM) Pursuant to Regulation 30 of the SEBI Listing Regulations, we attach herewith a copy of the Notice convening the EGM of the Company dated 22nd July, 2026 scheduled to be held on Saturday, 22nd August, 2026 at 12:00 Noon at the Registered office of Themis Medicare Limited situated at 69/A, GIDC Industrial Estate, Vapi-396195, Dist. Valsad, Gujarat, to transact the Ordinary and Special businesses set out in the Notice of EGM. The said Notice is being circulated to the shareholders on 31st July, 2026 and copy of the notice is available on the website of the Company at www. www.gtbl.in and the website of Central Depository Services Limited at www.evotingindia.com. We request you to kindly take the same on record. 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 GUJARAT THEMIS BIOSYN LIMITED CIN: L24230GJ1981PLC004878 Regd. Office. Plot no. 69-C, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 0260-2430027 / 2400639. www.gtbl.in secretary@gtbl.in.net NOTICE TO THE MEMBERS NOTICE is hereby given that an Extraordinary General Meeting (“EGM”) of the Members of Gujarat Themis Biosyn Limited (“Company” or “GTBL”) will be held on Saturday, 22nd August, 2026, at 12:00 pm (IST) at the Registered Office of Themis Medicare Limited, at 69/A, GIDC Industrial Estate, Vapi-396195, Dist. Valsad, Gujarat, to transact the following businesses. (1st meeting of FY 2026-27) 1. Approval of Material Related Party Transactions with Promoter / Promoter group entities. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution. "RESOLVED THAT pursuant to the provisions of Section 23, 62, 185, 188, and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulations 2(1)(zc), 23 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company's Policy on Related Party Transactions and other applicable statutory provisions, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the approval of the Audit Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded to the Board of Directors of the Company (which term shall be deemed to include any Committee constituted or to be constituted by the Board) to enter into one or more contract(s), arrangement(s) or transaction(s), whether by way of one or more transactions, with Pharmaceutical Business Group India Limited, Dr. Sachin Patel and other promoter / promoter group of the Company, (being Related Parties of the Company relating to the transaction including borrowing, obtaining guarantee on such terms and conditions including tenure, interest rate, and other terms as may be mutually agreed between the parties and as set out in the Explanatory Statement annexed to this Notice. RESOLVED FURTHER THAT the outstanding amount of the borrowing as may be payable by Company, may be converted into equity shares or applied the same towards application money for allotment of equity shares of the Company, as may be agreed between the parties, at such price and terms as may be further approved by the Board / shareholders and/or as per applicable laws. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to determine, vary, modify and finalise the commercial terms of such borrowing(s), including the amount to be borrowed from each related party, rate of interest, tenure, repayment schedule, security (if any), prepayment terms, options, and finalize the agreement / transaction documents and all other terms and conditions, and to execute all agreements, documents, writings and other instruments as may be necessary or expedient for giving effect to this Resolution. RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee thereof be and is hereby authorised to delegate all or any of the powers conferred by this Resolution to any Director(s), Chief Financial Officer, Company Secretary or any other officer(s)/authorised representative(s) of the Company to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this Resolution. RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and is hereby authorised to settle any question, difficulty or doubt that may arise in connection with the aforesaid transaction(s) and to do all such acts, deeds and things as may be necessary or incidental thereto without requiring any further approval of the Members." GUJARAT THEMIS BIOSYN LIMITED 2. Amendment to the Articles of Association of the Company To consider and if thought fit, to pass the following resolution, with or without modification, as a special resolution. "RESOLVED THAT pursuant to the provisions of Sections 5, 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, rules and regulations, and subject to such approvals, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded to alter Article 13 relating to 'Further Issue of Share Capital' of the Articles of Association of the Company. RESOLVED FURTHER THAT Clause (c) of Article 13(1) of the Articles of Association be and is hereby amended by deleting the words: "if the price of such shares is determined by a registered valuer or a valuer approved for this purpose, who shall submit a valuation report in that behalf, subject to such conditions as may be prescribed." so that Clause (c) of Article 13(1) shall henceforth read as under: "(c) Any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above, either for cash or for a consideration other than cash." RESOLVED FURTHER THAT the Board of Directors of the Company, Chief Financial Officer & Company Secretary be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this Resolution." 3. Private placement of NCDs and/or Debt securities To consider and if thought fit, to pass the following resolution, with or without modification, as a special resolution. “RESOLVED THAT pursuant to the provisions of section 42, 71 and other applicable provisions of the Companies Act 2013 (the Act), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and such other Rules made thereunder, SEBI (Issue and Listing of Debt Securities) Regulation 2018, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Foreign Exchange Management Act 1999, RBI Regulations, listing agreements en [Showing first 8,000 characters — download PDF for full document]