Gujarat Themis Biosyn has approved the issuance of non-convertible debentures (NCDs) aggregating up to ₹585 crore through a private placement.

Board approval details

The board of directors approved the fundraising proposal during its meeting held on September 10, 2026. The company disclosed the outcome in compliance with Regulation 30 and Regulation 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The instruments will not be listed on any stock exchange. Specific details regarding the tenure, coupon rate, interest payment schedule, and security charges will be disclosed separately at the time of allotment.

Gujarat Themis Biosyn issued an addendum to the notice of its 45th Annual General Meeting (AGM) scheduled for September 30, 2026. The company seeks shareholder approval for a special resolution to amend Article 119 of its Articles of Association.

The amendment aims to delete the phrase "(as such term is defined in the Act)" from the existing definition of a Financial Institution. This change is intended to provide flexibility in borrowing from lenders other than traditional financial institutions, as the legal and financing framework has evolved.

Proposed Changes to Governance Rights

The resolution proposes inserting new provisions allowing Financial Institutions to appoint an observer on the Board of Directors under specific conditions. These conditions include:

• Outstanding loans or debenture assistance granted by the institution.
• Holding of debentures through underwriting, direct subscription, or private placement.
• Holding of shares via similar mechanisms.
• Outstanding liabilities arising from guarantees furnished by the institution.

The company defines "Financial Institution" broadly to include investors, banks, funds, lending institutions, lenders, and other similar entities. This replaces the previous provision that allowed for the appointment of a Nominee Director.

Rationale for Amendment

According to the explanatory statement, the existing reference to the statutory definition may unnecessarily restrict the company's ability to borrow from non-financial institution lenders. The proposed amendment enables the company to agree to transaction terms that may require lender oversight through board observers rather than full directorship.

The Board of Directors stated that the amendment is in the best interests of the company. No directors, key managerial personnel, or their relatives have a financial interest in the resolution beyond their shareholding.

AGM Details

The 45th AGM will be held at the company’s registered office in Vapi, Gujarat. The meeting agenda includes ordinary business items such as the adoption of audited financial statements for FY26 and the re-appointment of Dr. Dinesh S. Patel as a director. Special business items also cover the ratification of the cost auditor’s remuneration and payment of commissions to non-executive directors.