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.

Gujarat Themis Biosyn has closed its qualified institutional placement (QIP) with an issue price fixed at ₹354 per equity share. The Fund-Raising Committee approved the closure on August 28, 2026, allotting 2,11,86,440 shares to eligible qualified institutional buyers (QIBs), totaling ₹75 crore.

The final issue price incorporates a discount of ₹18.57 per share, or 4.98%, on the previously announced floor price of ₹372.57. This pricing aligns with the maximum 5% discount permitted under Regulation 176(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company received application forms and funds in the escrow account from eligible QIBs prior to closing the issue period.

Pricing and Allocation Details

The Board had initially set the floor price at ₹372.57 per equity share during its meeting on August 25, 2026. The final determination of ₹354 per share includes a premium of ₹353 over the face value of ₹1 per share. The Fund-Raising Committee also finalized the allocation note for confirmation to the respective QIBs and adopted the placement document dated August 28, 2026.

Key Allottees

The issuance saw significant participation from mutual funds and insurance companies. Quant Mutual Fund schemes collectively acquired a substantial portion of the issue, with the Quant Small Cap Fund being the largest single allottee. Kotak Mahindra Life Insurance Company Ltd and foreign portfolio investors also secured notable stakes.

Capital Structure Impact

Pursuant to the allotment, the paid-up equity share capital of Gujarat Themis Biosyn stands increased from ₹10,89,65,265 (10,89,65,265 shares) to ₹13,01,51,705 (13,01,51,705 shares). The shareholding pattern before and after the issue will be submitted along with the listing application in the format specified under Regulation 31 of the SEBI Listing Regulations.

Promoter Shareholding Dilution

In a disclosure filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the promoters and promoter group reported a passive reduction in their percentage shareholding due to the QIP allotment. The promoters did not acquire any additional shares. Their absolute holding remains at 7,72,18,083 shares, but their stake is now diluted to 59.33% of the total voting capital.

An indirect encumbrance exists on 5,12,40,000 shares (39.37% of total) held by Pharmaceutical Business Group India Ltd, a promoter group entity. Separate disclosure regarding this encumbrance has already been made at the relevant time.

Shareholder Approval Context

The QIP proceeds follow the near-unanimous support received from shareholders via postal ballot, which concluded on August 22, 2026. Voting was conducted through remote e-voting on the CDSL platform from July 24 to August 22, 2026. CS Ketan R. Shirwadkar of KRS AND CO. scrutinized the process.

Total votes polled amounted to 77.9 million out of 109.0 million outstanding shares, representing a 71.46% participation rate. Promoter and promoter group shareholders voted unanimously in favor, casting 74.0 million votes.

Trading Window Closure

In compliance with the company’s Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons, the trading window for dealing in Gujarat Themis Biosyn securities remains closed. This restriction applies from August 25, 2026, until 48 hours after the determination of the final issue price. All 'Designated Persons' as defined in the Code are subject to this ban.

The preliminary placement document dated August 25, 2026, and the draft application form were previously filed with the National Stock Exchange of India Limited and BSE Limited. The final placement document is now available on the company’s website.