Gufic BioSciences Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Forty-First Annual Report on the business and operations of the Company, along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The key highlights of financial performance of the Company, for the financial year ended March 31, 2025 is summarized below

(? in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue from Operations	81,980.60	80,666.57	81,980.60	80,666.57
Other Income	361.50	217.72	362.65	217.72
Total Income	82,342.10	80,884.29	82,343.25	80,884.29
Profit / (Loss) before Depreciation & Amortization, Finance Cost, exceptional item and tax	14,001.09	14,947.78	13,972.71	14,947.78
(Less): Depreciation and Amortization expense	2,106.44	1,701.72	2,106.46	1,701.72
(Less): Finance Costs	2,451.90	1,678.91	2,451.90	1,678.91
Profit / (Loss) before Exceptional items and Tax	9,442.75	11,567.15	9,414.35	11,567.15
Add /(Less): Exceptional items	-	-	-	-
Profit / (Loss) before tax	9,442.75	11,567.15	9,414.35	11,567.15
(Less): Tax Expense: Current Tax	1,872.00	2,840.00	1,872.00	2,840.00
Deferred Tax	575.13	316.54	575.13	316.54
Income Tax earlier years	2.34	(202.95)	2.34	(202.95)
Profit / Loss for the year (1)	6,993.28	8,613.56	6,964.88	8,613.56
Less: Share of Profit/(Loss) transferred to Minority Interest	-	-	(0.08)	-
Other Comprehensive Income / (Loss) (2)	(12.77)	(40.39)	(12.77)	(40.39)
Total Comprehensive Income (1+2)	6,980.51	8,573.17	6,952.19	8,573.17

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYS AFFAIRS

The Companys total revenue from operations during the financial year 2024-25 stood at ? 81,980.60 Lakhs, reflecting an increase as compared to ? 80,666.57 Lakhs in the previous financial year 2023-24. The Profit before Interest, Tax, Depreciation and Amortisation (EBITDA) for the year under review was ?14,001.09 Lakhs as against ?14,947.78 Lakhs in the preceding year. Consequently, the EBITDA margin for Financial Year 2024-25 stood at 17.08% as compared to 18.53% in FY 2023-24.

The Net Profit of the Company during the year under review, was ?6,993.28 lakhs as compared to ? 8,613.55 lakhs in the previous financial year.

This decline in profitability is primarily attributable to the capitalization of the Indore facility in Q3 of Financial Year 2024-25, wherein the Company absorbed additional fixed costs towards salaries, wages, manufacturing overheads, as well as increased interest and depreciation. As the Indore facility scales up operations, its contribution is expected to offset these costs and strengthen profitability in the coming years.

During the year, the domestic market accounted for 79.83% of the Companys turnover, with exports contributing 20.17%. Going forward, the Company aims to enhance its presence in international markets and increase the share of revenue from exports.

The Consolidated financial statements comprise of financials of the Company and its subsidiaries namely Gufic UK Limited, Veira Life FZE and Gufic Prime Private Limited. Since, there were no activities undertaken by the said subsidiaries during the financial year 2024-25, the total revenue and profit remain consistent across both Standalone and Consolidated Financials.

Overall, Financial Year 2024-25 was a year of steady financial performance and strategic progress. The Company remains committed to enhancing operational efficiencies, optimizing its product mix and strengthening its global footprint. These initiatives are expected to drive revenue growth, improve margins and create sustainable value for all stakeholders. A detailed analysis of performance for the year including the major developments, if any, has been included in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the year under review and the Company continues to operate only in one segment i.e. Pharmaceutical.

TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

DIVIDEND

Based on the Companys performance and keeping in mind the shareholders interest, the Board of Directors ("Board") are pleased to recommend a final dividend of Re. 0.10 /- (10%) per equity share having face value of Re. 1/- each fully paid-up for the financial year ended March 31, 2025, subject to the approval of members at the ensuing 41st Annual General Meeting ("AGM"). The Final Dividend, if approved, will be paid, within 30 (thirty) days from the date of the AGM to those Members whose name appears in the Register of Members as on the book closure date mentioned in the Notice convening the AGM. In view of the changes made under the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Members, therefore, the Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

The total dividend pay-out for the financial year ending March 31, 2025 would amount to ?1,00,27,750.60/- (Rupees One Crore Twenty Seven Thousand Seven Hundred Fifty and Paise Sixty Only). This recommended dividend pay-out is in accordance with the Companys Dividend Distribution Policy, details of which is available on the website of the Company and the same can be accessed at http://gufic.com/wp-content/uploads/2021/08/Dividend%20Distribution%20Policy.pdf

GUFIC BIOSCIENCES LIMITED EMPLOYEES STOCK OPTION PLAN 2023

The Company has in place Gufic Biosciences Limited Employees Stock Option Plan 2023 ("Gufic ESOP 2023") which was duly approved by the shareholders at its 39th AGM held on August 11, 2023.

The Nomination & Remuneration Committee of your Company, designated as Compensation Committee ("Committee"), oversees the administration and monitoring of Gufic ESOP 2023, implemented by your Company in accordance with the Companies Act, 2013 ("Act") and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ("the SEBI SBEB & SE Regulations"). The Committee at its meeting held on June 27, 2024 has approved grant of 6000 (Six thousand) stock options under Gufic ESOP 2023 to the eligible employees. The relevant disclosures pursuant to Regulation 14 of SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, for the financial year ended on March 31, 2025 regarding details of Gufic ESOP 2023 is available on the website of the Company at https://gufic.com/Notice/SBEB%20Disclosures%20pursuant%20to%20Regulations.pdf. Further, details of ESOP 2023 are also given in the Notes to the Financial Statements and forms a part of this Annual Report.

Gufic ESOP 2023 scheme is in compliance with the SBEB & SE Regulations. The Company has received a certificate from the Secretarial Auditor in accordance with Regulation 13 of the SEBI SBEB & SE Regulations is annexed to this report as "Annexure A".

SHARE CAPITAL

During the period under review, the Company has neither issued any equity shares with differential voting rights as to dividend, voting or otherwise nor granted any sweat equity shares nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees nor bought back its shares.

During the year under review, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company. As on March 31, 2025, the issued, subscribed and paid up share capital of the Company is ?10,02,77,506/- (Rupees Ten Crores Two Lakhs Seventy Seven Thousand Five Hundred and Six only) consisting of 10,02,77,506 equity shares of face value of ? 1/- (Rupee One only) each.

JOINT VENTURES, ASSOCIATES AND SUBSIDIARY COMPANIES:

As on March 31, 2025, the Company has 1 (one) Indian Subsidiary and 3 (three) Foreign Wholly Owned Subsidiaries. The Company does not have any Joint Venture or Associate Company during the financial year under review. Further, during the said period, no Company ceased to be the Subsidiary or Associate or Joint Venture of the Company.

Indian Subsidiary

Gufic Prime Private Limited (GPPL) was incorporated on November 18, 2023. On April 25, 2024, the Company made an investment in GPPL by subscribing to its shares aggregating to 88% of its total paid up share capital. During the year under review, GPPL did not commence its business operation and is in the process of initiating the same.

In May 2025, GPPL announced a Rights Issue of equity shares to its existing shareholders in the ratio of 9 equity shares for every 1 equity share held. Accordingly, the Company was entitled to 7,92,000 equity shares. Out of this entitlement, the Company subscribed to 5,12,000 equity shares of face value of ?1/- each, aggregating to ? 5,12,000/-, and renounced 2,80,000 equity shares in favour of other existing shareholder of GPPL. The Company was allotted 5,12,000 equity shares on July 14, 2025, by way of the said Rights Issue.

Pursuant to the aforesaid allotment, the total shareholding of the Company in GPPL stands at 6,00,000 equity shares of face value of ? 1/- each, representing 60% of GPPLs paid-up equity share capital.

Foreign Wholly Owned Subsidiary(ies)

As on March 31, 2025, the Company has following 3 (three) foreign wholly owned subsidiaries:

Name of the Company	Country	Date of Incorporation
Gufic UK Limited (GUL)	United Kingdom	March 15, 2022
Gufic Ireland Limited (GIL)	Ireland	March 02, 2023
Veira Life FZE (VLF)	Dubai, UAE	March 25, 2024

- On September 13, 2023, the Company made an investment in GUL by subscribing to its shares. Subsequently, on July 12, 2024, the Company made a further investment in the subscribed share capital of GUL to support its operational expansion, thereby increasing its subscribed share capital from 1,000 Ordinary Shares of ?1 each to 50,000 Ordinary Shares of ?1 each.

- As of March 31, 2025, neither investment has been made in GIL nor it has commenced its business operations. Consequently, there was no need to consolidate the accounts of GIL with the Company for the financial year ended March 31, 2025.

- On January 13, 2025, the Company made an investment of AED 2,00,000 in VLF by way of initial subscription to its share capital.

The Consolidated Financial Results for the financial year ended March 31, 2025, have been prepared by the Company considering the financials of GUL, VLF and GPPL. As on March 31, 2025, GPPL, GUL and VLF have not commenced their business operations and are in the process of initiating the same.

In accordance with Section 129(3) of the Act, the Consolidated Financial Statements of the Company has been prepared and forms part of the Annual Report. Further, a separate statement containing the salient features of financial statements of subsidiary in the prescribed Form AOC-1 is annexed to this report as "Annexure B".

As on March 31, 2025, the Company has no material subsidiaries. Further, the Companys "Policy on Material Subsidiaries" can be accessed at https://gufic.com/wp-content/uploads/2025/02/Policy%20on%20Material%20Subsidiary.pdf

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at www.gufic.com. Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at https://gufic.com/media/investors/financial-statement-of-subsdiaries/

Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at mgr_legal@guficbio.com / corporaterelations@guficbio.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(I) DIRECTORS

Appointments:

- The Board at its meeting held on June 27, 2024 appointed Mr. Kamal Kishore Seth (DIN: 00194986) as an Additional Director (Non-Executive Independent Director) with effect from June 27, 2024 and upon receipt of shareholders approval through special resolution at the 40th AGM held on September 25, 2024, he was re-designated as an Independent Director of the Company for an initial term of five (5) consecutive years commencing from June 27, 2024 and ending on June 26, 2029 (both days inclusive).

- The Board at its meeting held on November 14, 2024 appointed Mr. Akshya Kumar Mahapatra (DIN: 08362446) as an Additional Director (Non-Executive Independent Director) with effect from November 14, 2024 and upon receipt of shareholders approval through postal ballot on February 06, 2025, he was re-designated as an Independent Director of the Company for an initial term of five (5) consecutive years commencing from November 14, 2024 till and ending on November 13, 2029 (both days inclusive).

Re- appointments:

The Board at its meeting held on August 14, 2024 and shareholders at its 40th AGM of the Company held on September 25, 2024 has approved re-appointment of following directors:

- Mr. Jayesh P. Choksi (DIN: 00001729), who had attained the age of 70 years, as Chairman & Managing Director for a period of 5 (five) years commencing from April 01, 2025 to March 31, 2030 (both days inclusive), in accordance with the terms and conditions as agreed.

- Mr. Pranav Choksi (DIN: 00001731) as Whole Time Director designated as "Whole Time Director and Chief Executive Officer" for a period of 5 (five) years commencing from April 01, 2025 to March 31, 2030 (both days inclusive), in accordance with the terms and conditions as agreed.

Cessation:

- Mr. Shrirang Vaidya (DIN: 03618800) ceased to be an Independent Director of the Company with effect from April 01, 2024 due to his sad demise.

- Mr. Dilip Ghosh (DIN: 00412406) resigned from the position of Whole Time Director (Key Managerial Personnel) of the Company with effect from the close of business hours on June 27, 2024 on account of health issues.

- Dr. Rabi Sahoo (DIN: 01237464) ceased to be an Independent Director of the Company with effect from the close of business hours on June 28, 2024 upon completion of his second term as an Independent Director.

- Dr. Bal Ram Singh (DIN: 06918085) resigned from the position of Non-Executive Non-Independent Director of the Company with effect from the close of business hours on August 14, 2024 owing to pre-occupation.

- Mr. Shreyas Patel (DIN: 01638788) ceased to be an Independent Director of the Company with effect from the close of business hours on September 25, 2024 upon completion of his second term as an Independent Director.

- Mr. Gopal Daptari (DIN: 07660662) ceased to be an Independent Director of the Company with effect from the close of business hours on November 23, 2024 upon completion of his second term as an Independent Director.

The Board places on record its deep appreciation and gratitude for the valuable contributions made by the aforesaid officials during their association as directors of the Company.

During the year under review, apart from above, there were no changes in the Directors or Key Managerial Personnel of the Company.

Re-appointment of Director retiring by Rotation:

Pursuant to the provisions of Section 152(6) of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Jayesh P. Choksi (DIN: 00001729), Chairman & Managing Director of the Company, is liable to retire by rotation at the ensuing 41st AGM and being eligible, has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his appointment.

The disclosure as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with Secretarial Standard - 2 on General Meetings relating to the aforesaid re- appointment of director is given in the Notice of AGM.

(II) KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to Section 2(51) and 203 of the Act, the following are the KMPs of the Company as on date of this report:

i. Mr. Jayesh P. Choksi- Chairman & Managing Director;

ii. Mr. Pranav J. Choksi- Chief Executive Officer and Whole Time Director;

iii. Mr. Pankaj J. Gandhi- Whole Time Director;

iv. Mr. Devkinandan B. Roonghta - Chief Financial Officer and

v. Ms. Ami N. Shah - Company Secretary & Compliance Officer and Senior Manager - Legal

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Policy on criteria for Appointment of Directors, KMPs and Senior Management Personnel and Evaluation of their performance in compliance with Section 178(3) of the Act read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations. The Policy outlines the criteria for identifying qualified individuals for leadership roles, assessing their independence and determining the appropriate mix of skills, experience and personal attributes. The Policy empowers the Nomination and Remuneration Committee to make recommendations based on transparent and merit-based principles and ensures that compensation is aligned with individual contributions, company performance and industry standards.

There has been no change to this Policy during the year under review and is available on the Companys website and can be accessed at http://gufic.com/wp-content/uploads/2016/08/AppointmentofDirectorsKMP201718.pdf

Further, neither the Managing Director nor its Whole Time Director draws any remuneration or commission from any of the subsidiary companies and the complete details of the said policy are included in the Report on Corporate Governance forming part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder, as well as Regulation 16(1)(b) of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA") and have passed the proficiency test, if applicable. They have also confirmed compliance of Schedule IV of the Act and the Companys Code of Conduct.

Based on disclosures provided by them, none of them are disqualified/debarred from being appointed and continuing as Directors by Ministry of Corporate Affairs / SEBI or any other statutory authority.

In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience, including the proficiency required to best serve the interest of the Company.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of the SEBI Listing Regulations, the Company has in place a structured Familiarization Programme for its Independent Directors to familiarise them with the Company, the industry in which it operates, its business model, strategic priorities as well as the key risks, challenges and opportunities relevant to its operations. This enables Independent Directors to take informed decisions and effectively discharge the responsibilities entrusted to them.

Your Company ensures that every newly appointed Independent Director undergoes an induction programme at the time of joining the Board. The induction includes an overview of the Companys vision, values, business model, governance framework and strategy. The programme also encompasses visits to the Companys manufacturing facilities, interactions with senior management and functional heads and exposure to key operational processes. These initiatives provide a comprehensive understanding of the Companys objectives, operations, ongoing projects, and future prospects.

Further, during the course of the year, Independent Directors are provided with periodic presentations and detailed updates at Board and Committee meetings. These updates cover the Companys performance, industry outlook, evolving business environment, regulatory changes, risk management practices, corporate policies, sustainability initiatives and other significant developments impacting the Company.

The details of the Familiarization Programme conducted during the year under review have been uploaded on the Companys website and are accessible at https://gufic.com/wp-content/uploads/2025/04/Familarisation%20Programme%202024-25.pdf

In addition, the format of the letter of appointment issued to Independent Directors, which sets out the terms and conditions including their role, functions, duties and responsibilities, is also made available on the Companys website and can be accessed at http://gufic.com/wp-content/uploads/2022/05/Terms%20and%20Conditions%20of%20Appointment%20of%20Independent%20Directors.pdf

PERFORMANCE EVALUATION

The Company has implemented a structured framework for the annual performance evaluation of the Board of Directors, its Committees and individual Directors. This process aligns with the requirements of the Sections 134, 178 and Schedule IV of the Act, Regulation 17(10) of the SEBI Listing Regulations.

A structured questionnaire was circulated separately for the Board, its Committees and each Director, covering, inter alia, parameters such as the composition and diversity of the Board, effectiveness of its structure, discharge of responsibilities, attendance and active participation at meetings, adequacy of governance and compliance mechanisms, quality of deliberations, decision-making processes and the effectiveness of procedures adopted. The criteria adopted were broadly in line with the SEBI Guidance Note on Board Evaluation.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director under evaluation. In addition, the Independent Directors, in their separate meeting, evaluated the performance of Non-Independent Directors, the Board as a whole, and the Chairperson, while also reviewing the quality, quantity and timeliness of the flow of information between the management and the Board.

The manner in which the evaluation was carried out and other related aspects have been detailed in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD DIVERSITY

In compliance with the requirements of Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations , read with the provisions of the Act, the Company has formulated and adopted a Policy on Board Diversity. The policy serves as a guide for the appointment of Directors based on a broad set of criteria, including but not limited to educational qualifications, functional and industry expertise, regional experience, gender diversity and leadership capability.

The Board is comprised of professionals from diverse backgrounds spanning business management, medicine, pharmaceuticals, biotechnology, banking & finance and international trade, thereby providing the Company with strong multidisciplinary leadership. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender, which will help the Company retain a competitive advantage.

NUMBER OF MEETINGS OF THE BOARD

In compliance with the provisions of Section 173 of the Act and Regulation 17 of SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India ("ICSI"), the Board met 8 (Eight) times during the financial year 2024-25. Details of the meetings of the Board along with other details are furnished in the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

In order to ensure effective discharge of its responsibilities and compliance with statutory requirements, the Board has the following Committees as on March 31, 2025 :

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

6. Executive Committee

The details of all the Committees along with their composition, terms of reference, number of meetings held during the year under review and attendance of members at such meetings are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report and which is compliance with the provision of the Act and SEBI Listing Regulations. Further, the Board has noted and acted upon all the recommendations made by the aforementioned committeed without any deviation.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on December 27, 2024. The details of the meeting held are included in the Report of Corporate Governance, which forms part of this report.

CODE OF CONDUCT

The Board at its meeting held on February 14, 2025 amended the "Code of Conduct for the Board of Directors and Senior Management" ("Code"). The Code reiterates the Companys commitment to the highest standards of integrity and ethical behaviour in workplace and business practices, while also promoting transparency, accountability, diversity and fairness. The Code of Conduct can be accessed at following link:

https://gufic.com/wp-content/uploads/2025/02/Code%20of%20Conduct%20for%20Directors%20and%20Senior%20Management%20Personnel.pdf

The members of the Board and Senior Management of your Company have submitted their affirmation on compliance with the Code of Conduct of the Company during the Financial Year 2024-25, as required under the provisions of SEBI Listing Regulations. A declaration to that effect duly signed by Mr. Pranav J. Choksi, Chief Executive Officer and Whole Time Director, pursuant to Regulation 17(5) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them and pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, your Directors hereby state and confirm that:-

a. in the preparation of the annual accounts/financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year March 31, 2025 and of the profit of your Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts/ financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented a comprehensive internal control framework that is proportionate to the size, scale, and complexity of its operations. This system is designed to ensure efficient use of resources, adherence to regulatory requirements, accuracy of financial reporting and safeguarding of assets. The Audit Committee regularly reviews the Companys internal financial controls. These internal controls form a core element of the Companys risk management framework, ensuring that all transactions are appropriately authorized, accurately recorded, and reported in a timely and transparent manner.

The Internal Auditor conducts periodic reviews and based on their assessments, they provide actionable recommendations to enhance system efficiency and close any gaps. These audits help to ensure that the Companys assets are well protected against unauthorized use or disposal and that all business processes align with prescribed standards and regulatory expectations.

The Company has also established an internal audit department that works independently to monitor and review compliance with internal policies, procedures, and applicable regulations.

The Company has in place Internal Financial Controls (IFCs) which is aligned with the requirements of Clause (i) of Subsection 3 of Section 143 of the Act. The Statutory Auditors have also submitted their report on the IFCs, annexed to the Independent Auditors Report.

Management carefully reviews the recommendations made by the Internal and Statutory Auditors, as well as those from the Audit Committee and ensures timely implementation of corrective actions wherever necessary. The Audit Committee, on a quarterly basis, reviews the effectiveness and adequacy of internal controls and monitors the implementation of auditor recommendations.

REPORTING OF FRAUDS

During the year under review, none of the Auditors have reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee, as required under Section 143 (12) of the Act.

DEPOSITS

During the financial year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Company has not granted any loans, provided guarantees or made any investments in securities in any other body corporate, except as disclosed in the financial statements, which forms part of this Annual Report. All such transactions were within the overall limits prescribed under the provisions of Section 186 of the Act.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to provisions of Section 124, 125 and other applicable provisions, if any, of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after completion of 7 (seven) years from the date of transfer to Unpaid Dividend Account of the Company. During the financial year ended March

31, 2025, unpaid or unclaimed dividend amounting to ?30,180/- (Rupees Thirty Thousand One Hundred and Eighty Only) was transferred by the Company to the IEPF.

In accordance with the IEPF Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the designated demat account of the IEPF Authority. Accordingly, 38011 (Thirty Eight Thousand and Eleven Only) unclaimed shares were transferred to IEPF during the year under review.

The Company has issued individual notices to the members whose equity shares are liable to be transferred to IEPF within the stipulated time frame in the current financial year i.e. 2025-26 to claim their dividend on or before October 30, 2025. Details of unclaimed dividends and shareholders whose shares are liable to be transferred to IEPF, are uploaded on the website of the Company at http://gufic.com/Notice/List%20of%20Shareholders%20IEPF%202024-25.pdf

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered by the Company with related parties were in the ordinary course of business and on an arms length basis and in accordance with the Company s policy on Related Party Transactions.

The approval of the Audit Committee was sought for all Related Party Transactions and prior omnibus approval is obtained for transactions which are repetitive in nature and /or entered in the ordinary course of business and are at arms length. A tatement of related party transactions is placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. There are no materially significant related party transactions made by the Company, which may have potential conflict with the interest of the Company. All the related party transactions entered during the year under review, were in compliance with the provisions of the Act and SEBI Listing Regulations.

Apart from remuneration and sitting fees, there is no pecuniary transaction with any director, which had potential conflict of interest with the Company. In terms of the Act and Rules framed thereunder read with the Listing Regulations, no material related party transactions, i.e. transaction with a related party exceeding rupees one thousand crore or ten percent of the annual consolidated turnover, as per the last Audited Financial Statements of your Company whichever is lower, were entered during the financial year ended 31st March, 2025 by your Company.

In terms of Regulation 23(9) of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.

During the period under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions and hence there is no information to be provided in Form AOC-2 as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Related Party Transactions as formulated/ amended from time to time, in accordance with the provisions of Sections 177 and 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, by the Board is available on the Companys website at following link:

https://gufic.com/wp-content/uploads/2024/12/Related%20party%20transactions%20policy.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

The details of the related party transactions as per Ind AS-24 on Related Party Disclosures are set out in Note No. 39 to the financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the year under review, the Company has reconstituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. As on March 31, 2025, the CSR Committee comprises of 3 (Three) members which is in compliance with the provisions of the Act. The details pertaining to reconstitution and composition of the CSR Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report. The role of the Committee is to review the CSR Policy, indicate activities to be undertaken by the Company towards CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR.

The key philosophy of the CSR initiative of the Company is to promote development through social and economic transformation. Your Company firmly believes that community is a vital stakeholder in our success. Our CSR efforts address the needs of underprivileged and marginalized groups, with a strong focus on improving their quality of life. These initiatives include, but are not limited to, advancing healthcare services with a focus on both curative and preventive care, enhancing educational opportunities and facilitating skill development to empower individuals for a brighter future. Additionally, we remain committed to promoting animal welfare and ensuring environmental sustainability, recognizing that both are integral to the overall health and vitality of society. The CSR Policy of the Company are available on the website of the Company and can be accessed at https://gufic.com/wp-content/uploads/2025/06/Corporate%20Social%20Responsibility%20Policy.pdf.

M/s. P S Choksi Foundation, a company limited by guarantee and not having share capital, was incorporated under Section 8 of the Act on June 7, 2024. Your Company is one of the subscriber to this foundation, which will serve as an implementing agency for the Companys CSR activities, as prescribed under Schedule VII of the Act.

The Annual Report on CSR containing, details of CSR Policy, composition of CSR Committee, CSR expenditure and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in "Annexure C" of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company remains focused on improving energy efficiency and advancing technology by implementing modern solutions that help reduce energy consumption and operational costs. In compliance with Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details on conservation of energy, absorption of technology and foreign exchange earnings and outgo are presented in "Annexure D" of this Report.

RISK MANAGEMENT

Your Company operates in a dynamic and highly regulated pharmaceutical landscape, that presents a wide spectrum of risks. These risks include but are not limited to strategic, operational, financial, regulatory and credibility related challenges. To ddress these risks effectively, the Company has established a robust Risk Management Policy and Framework to proactively identify, evaluate and mitigate potential risks that could impact its operations and long term sustainability.

The Risk Management Policy outlines the key risks relevant to the pharmaceutical business, including those related to product development, supply chain disruptions, regulatory compliance and approvals, intellectual property, pricing pressures, shifts in global healthcare and trade policies. The policy also lays down structured processes for risk identification, assessment, mitigation, and monitoring processes. However, a dedicated Risk Management Committee, duly constituted by the Board of Directors in compliance with the Companies Act, 2013 and SEBI Listing Regulations, oversees the implementation of the Risk Management Policy. The Committee periodically reviews the key risks, effectiveness of risk mitigation plans, and ensures that appropriate controls are integrated within the business strategy and decision-making processes. In addition, the Audit Committee of the Company monitors financial risks and internal control systems, further strengthening the overall risk governance mechanism.

The Board of Directors also reviews the Risk Management Policy at least once every two years to ensure its continued relevance in light of evolving industry dynamics and regulatory landscapes. The Company remains committed to proactively identifying and mitigating risks to ensure business continuity and protect the interests of all stakeholders.

The Risk Management Policy of the Company is available on the website and can be accessed at the following link: http://gufic.com/wp-content/uploads/2024/08/Risk-Management-Policy.pdf

During the year, the Risk Management Committee has been reconstituted and now comprises 5 [five] members, including Directors and senior management personnel, and meets at regular intervals. Further details on the composition, scope, and meetings of the Risk Management Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in "Annexure - E" to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company upholds strong principles of ethics, transparency and accountability in all its operations. In compliance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has in place Vigil Mechanism i.e. Whistle Blower Policy.

This mechanism enables the directors, employees, and other stakeholders to report genuine concerns relating to unethical behavior, actual or suspected fraud, financial irregularities, malpractices, breach of the Companys Code of Conduct, violation of legal or regulatory requirements, or any instance of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). It also provides for direct access to the Chairperson of the Audit Committee, ensuring that the concerns raised are addressed at the highest level of governance.

The functioning and effectiveness of the Vigil Mechanism are periodically reviewed by the Audit Committee. The Committee also reviews the status of complaints, if any, received under this mechanism on a quarterly basis. During the financial year 2024–25, no complaints were reported, and it is affirmed that no director or employee was denied access to the Audit Committee under this policy. The policy is available on the Companys website and can be accessed through the following link: http://gufic.com/wp-content/uploads/2016/08/WHISTLE_BLOWER_POLICY.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and the future operations of the Company.

AUDITORS & AUDIT REPORT

a) STATUTORY AUDITOR

The first term of M/s. Mittal Agarwal & Co., Chartered Accountant (FRN: 131025W) as the Statutory Auditors of the Company will expire at the conclusion of the ensuing 41st AGM. The Auditors have expressed their willingness to continue as the Statutory Auditors of the Company and have furnished a certificate confirming their eligibility and consent under Section 141 of the Act and the rules framed thereunder. In compliance with SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Based on the recommendation of the Audit Committee and after considering evaluation of their past performance, expertise and experience, the Board of Directors at its meeting held on August 13, 2025 have proposed the re- appointment of M/s. Mittal Agarwal & Co., as the Statutory Auditors of the Company for the second term of 5 (five) consecutive years from conclusion of 41st AGM of the Company until the conclusion of the 46th AGM of the Company, subject to the approval by the Shareholders at the ensuing AGM. A resolution seeking approval of Members of the ompany for the said re-appointment of Statutory Auditor forms part of this AGM Notice convening the 41st AGM.

Auditors Report:

The Auditors Report on the financial statements of the Company for the year under review forms part of this Annual Report. There is no qualification, reservation, adverse remark given by the Auditors in their report. The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments. Further, Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

b) COST AUDITOR

On the recommendation of the Audit Committee, the Board at its meeting held on May 30, 2025, appointed M/s. Poddar & Co., Cost Accountants (FRN: 101734) as the Cost Auditors of the Company for the financial year 2024-25 to fill the casual vacancy caused by the resignation of M/s. Kale & Associates on account of domestic reasons. Subsequently, the Board, at its meeting held on August 13, 2025, further approved the appointment of M/s. Poddar & Co. as the Cost Auditors of the Company for the financial year 2025-26.

M/s. Poddar & Co. have furnished a certificate confirming that their appointment is in conformity with the applicable provisions of the Act and the rules framed thereunder, and that they are not disqualified from being appointed as the Cos Auditors of the Company for the financial years ending March 31, 2025 and March 31, 2026.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to the Cost Auditors as approved by the Board is required to be ratified by the Members at the General Meeting. Accordingly, resolutions seeking ratification of the remuneration payable to M/s. Poddar & Co., Cost Accountants, for the financial years 2024-25 and 2025-26, form part of Item Nos. 5 and 6 of the Notice convening the 41st AGM.

Cost Audit Report :

As per the provisions of Section 148(1) of the Act, the Company has maintained the cost records, as specified by the Central Government. The Company has accordingly filed the Cost Audit Report in the Form CRA-4 (XBRL mode) for the financial year ended March 31, 2024 on October 23, 2024, which is within the stipulated timeline prescribed under the applicable regulations. The Cost Auditors Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Cost Audit Report for the year ended March 31, 2025 shall be filed within the prescribed timeline in due course.

c) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration on Managerial Personnel) Rules, 2014, M/s. Manish Ghia & Associates, Peer Reviewed Firm of Practicing Company Secretaries were appointed as Secretarial Auditors of the Company for the financial year 2024-25.

In accordance with the amended provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and based on the recommendation of the Audit Committee, the Board at its meeting held on May 30, 2025 have appointed M/s. Manish Ghia & Associates, Peer Reviewed Firm of Practicing Company Secretaries as Secretarial Auditors of the Company for first term of five consecutive years to hold office from the conclusion of the ensuing AGM i.e. 41st AGM till the conclusion of 46th AGM of the Company to be held in the year 2030, subject to approval of members in the ensuing AGM. A resolution seeking approval of Members of the Company for the said appointment of Secretarial Auditor forms part of this AGM Notice convening the 41st AGM.

M/s. Manish Ghia & Associates, have confirmed their eligibility under Section 204 of the Act and the rules framed thereunder and Regulation 24A of the SEBI Listing Regulations for appointment as Secretarial Auditors of the Company. As required under the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Company Secretaries of India.

Secretarial Audit Report :

The Secretarial Audit Report for the financial year ended March 31, 2025 in the prescribed Form No. MR-3 is annexed to this Report as "Annexure-F". The said Audit Report does not contain any qualification, reservation or adverse remark except the following:

"The approval of shareholders by a special resolution was not obtained pursuant to the requirement under Regulation 17(1A) of the SEBI Listing Regulations, at the time of appointment of Mr. Kamal Kishore Seth (DIN: 00194986) as an Additional Director (Non-Executive Independent Director) of the Company, as he has attained seventy-five years of age."

Management Response:

"The Company is of the view that erstwhile Regulation 17(1A) of SEBI Listing Regulations necessitates a special resolution to be passed for the appointment of a non-executive director who is 75 years of age or older. It does not explicitly require the special resolution to precede the appointment but rather ensures that such an appointment is sanctioned through a special resolution subsequently. The word unless depicted in Regulation 17(1A) does not mean "prior approval" nor the requirement of passing a special resolution is a qualificatory condition for the appointment of a person as a director. The Company also relied on the orders passed by the Honble Securities Appellate Tribunal (SAT) in the matter of Nectar Lifesciences Ltd. v/s. SEBI & Ors. (dated April 27, 2023) and 20 Microns Limited v/s. SEBI & Ors. (dated November 28, 2023). The said order has been challenged by National Stock Exchange of India Limited ("NSE") before the Honble Supreme Court which has granted a stay on the SAT order, and the matter is currently sub judice.

The SAT orders also observed that Regulation 17(1A) and 17(1C) should be interpreted and read in conjunction with the provisions of Section 152(2) and 161(1) of the Companies Act, 2013 which makes it clear that a person above the age of 75 years can be appointed by the Board of Directors. Such appointment is required to be approved subsequently at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the shareholders of the Company through special resolution have approved the regularization of the appointment of Mr. Kamal Kishore Seth (DIN: 00194986) as an Independent Director at its 40th Annual General Meeting ("AGM") held on September 25, 2024 which is within a period of 3 months from the date of appointment of the aforementioned Director.

It is also relevant to note that SEBI, through a notification dated December 12, 2024, introduced a proviso to Regulation 17(1A) stating that listed entities shall ensure compliance with the said regulation at the time of appointment, re appointment, or any time prior to the non-executive director attaining the age of 75 years. The inclusion of this proviso by way of amendment, rather than by way of clarification, further supports the Companys position regarding the prospective application of the requirement.

Considering the facts and circumstances of the matter, the Board opined that it was a matter of varying interpretations of the SEBI Listing Regulations. The Company did not intend to engage in any non-compliance and is fully committed to complying with all regulatory obligations.

Further, the Company has also submitted applications to BSE Limited ("BSE") and NSE on 03.09.2024 and 02.12.2024, respectively, requesting waivers of fines of ?8000/- and Rs. 172,000/- levied by each exchange. These applications are currently pending with BSE and NSE."

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2025 was submitted to BSE and NSE on May 30, 2025 which is within the prescribed timeline.

d) INTERNAL AUDITOR

The Company has an in-house Internal Audit team, which was earlier led by Mrs. Saroj R. Kirdolia, Chartered Accountant, as the Chief Internal Auditor. Owing to her maternity leave and in order to ensure continuity and effectiveness of the Internal Audit function, the Board of Directors, on the recommendation of the Audit Committee, appointed Mr. Vishal Singhal, Senior Manager - Internal Audit, as the Internal Auditor of the Company with effect from the financial year 2025-26.

The significant audit findings and recommendations made by the Internal Auditor are presented to the Audit Committee. The Audit Committee reviews these findings and monitors the implementation of corrective actions by the management. Based on the reports and recommendations of the Internal Audit function, the Company undertakes timely remedial measures and strengthens internal controls in the relevant operational areas.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards, as amended from time to time, issued by the Institute of Company Secretaries of India ("ICSI").

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at https://gufic.com/Notice/Annual%20Return%202024-25%20Form%20MGT%207.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as prescribed under Part B of Schedule V read with Regulation 34(2)(e) of the SEBI Listing Regulations with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is provided in a separate section and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2024-25 forms a part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations. The Board have also adopted a Business Responsibility and Sustainability Policy ("BRSR Policy") which is available on the website of the Company at http://gufic.com/wp- content/uploads/2023/05/Business%20Responsibility%20Policy.pdf

REPORT ON CORPORATE GOVERNANCE AND CERTIFICATE

The Company remains firmly committed to upholding the highest standards of Corporate Governance and adheres diligently to the regulations prescribed by the Securities and Exchange Board of India ("SEBI") and other applicable laws. In addition to statutory compliance, the Company has adopted several best practices in governance with the objective of fostering transparency, accountability, and ethical conduct across all its operations. The governance framework of the Company is designed to promote sustainable growth, enhance long-term shareholder value, and maintain investor confidence.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, as amended from time to time, a Report on Corporate Governance along with certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries and Secretarial Auditors of the Company confirming compliance of conditions of Corporate Governance for the year ended March 31, 2025 forms part of this Annual Report.

CYBER SECURITY INCIDENCE

Cyber security remains a vital part of our overall risk management strategy and receives dedicated oversight from both the Board of Directors and senior management. The Board is kept informed through periodic updates on cyber security posture and any significant incidents, ensuring proactive governance and swift response capabilities.

Due to the rising frequency of cyberattacks, your Company periodically reviews the cyber security maturity and continuously enhance the processes and technology controls to align with evolving threat scenarios. Your Companys technology infrastructure is equipped with real-time security monitoring and essential controls across end user machines, network, applications, and data layers. Additionally, the Board of Directors receives periodic reports on our cyber security incidents as needed.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company is committed to providing a safe, respectful and equal-opportunity workplace and follows a zero-tolerance policy towards sexual harassment. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has adopted a comprehensive POSH Policy covering all employees, including permanent, temporary, contractual, and trainees. The policy clearly sets out procedures for prevention, prohibition, and redressal of complaints, along with guidelines for investigation and resolution.

In accordance with the provisions of the POSH Act, the Company has duly constituted Internal Complaints Committees (ICCs), including an external member, at the Corporate Office as well as at plant. The ICC is entrusted with the responsibility of addressing and resolving complaints in a fair, impartial, and timely manner. Your Company also conducts regular awareness and sensitization programmes, including employee induction sessions, to promote understanding of the POSH framework and encourage a respectful work culture.

Details of Sexual Harassment Complaints received during the year under review are as follows:

Particulars	Number of Complaints
No. of Complaints of Sexual Harassment received in the year	NIL
No. of Complaints disposed off during the year	NIL
No. of cases pending for more than ninety days	NIL

The Company has duly submitted the Annual Returns to the relevant local authorities, as mandated by the POSH Act.

MATERNITY BENEFIT COMPLIANCE

During the financial year 2024–25, the Company remained fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended. Eligible female employees were provided with paid maternity leave, as well as additional benefits such as flexible working arrangements and health support in line with statutory requirements. The Company is committed to ensure the welfare and rights of its women employees by implementing necessary measures and maintaining adequate policies and internal procedures. These initiatives aim to promote a safe, inclusive and supportive work environment, in line with the provisions of the Maternity Benefit Act and other applicable laws.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

At Gufic, the Company places significant emphasis on its human resources and nurtures a culture of care and collaboration at every level. Employees are viewed as invaluable assets and their welfare remains a strategic priority. The Companys commitment to people including employees, customers, suppliers and the broader community is reflected in its policies, development initiatives and engagement programs. Various capacity-building initiatives, including training programs, workshops, and knowledge-sharing sessions, were conducted throughout the year to drive professional growth and operational excellence. Industrial relations at all facilities remained cordial and harmonious throughout the year under review.

As on March 31, 2025, the Company had 1,988 permanent employees on its rolls. The breakdown of male, female and transgender employees is as follows:

Employee Category	Male Employees	Female Employees	Transgender Employees	Total Permanent Employees
Permanent Staff	1730	258	NIL	1988

AWARDS AND ACCOLADES

During the year under review, your Company received recognition from esteemed industry bodies for its contributions across scientific innovation, sustainable healthcare, marketing excellence and workplace inclusivity. Key highlights include:

- Best Innovation in Scientific Initiatives for Thymosin Alpha, awarded by Voice of Healthcare (VOH) on 22nd June 2025.

- Pharmaceutical Excellence in Sustainable Healthcare, conferred by the Integrated Health & Wellness (IHW) Forum on 25th July 2025.

- Best Moment Marketing Award (Silver Category) for the World Record Infertility Awareness Campaign on Mothers Day, received on 25th July 2025.

- Participation in the ET Healthworld National Fertility Awards held in Mumbai on 7th March 2025, where Gufic was recognised as a leading player in the fertility segment. On this occasion, the Companys leadership, represented by Mr. Rajeev Agarwal, President – Fertility Cluster, was invited to share expert insights in an interview with ET Healthworld.

- Recognised as a "Most Preferred Workplace for Women 2024-2025", an accolade that reflects the Companys inclusive culture, people-centric policies, and commitment to advancing women in leadership.

CODE FOR PREVENTION OF INSIDER TRADING

The Board has formulated a Code of Conduct for Insider Trading ("Code of Conduct") to regulate, monitor and report trading activities by its designated person and their immediate relatives. The Company also has in place a Policy on Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). This Policy specifies the procedures to be followed by Designated Persons while dealing in shares of the Company when in possession of UPSI. The Codes outlines their obligations and responsibilities of Designated Persons, maintenance of the structured digital database, pre-clearance procedures, mechanism to prevent insider trading, handling and disclosure of UPSI for legitimate purposes, consequences of violations. The Company has also maintained Structured Digital Database (SDD) to ensure compliance with the statutory requirements. The Company ensures that the Designated Persons are familiarized about the Code of Conduct and trained on maintaining SDD. Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code from all the designated persons.

During the year under review, the Code of Conduct was amended to incorporate the amendments made under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"). The aforementioned Codes can be accessed on the website of the Company at the following web link:

Code of Conduct: http://gufic.com/wp-content/uploads/2024/12/Conduct-for%20Insider%20Trading.pdf Code of Fair Disclosure:

http://gufic.com/wp-content/uploads/2016/08/Code%20of%20Fair%20Disclosure%20and%20determination%20of%20Legitimate%20Purpose.pdf

All the Designated Persons of the Company submitted their annual disclosures in accordance with the Code of Conduct, in compliance with the SEBI PIT Regulations.

CREDIT RATING

The details of the Credit Rating received by the Company have been provided in the Report on Corporate Governance, forming part of this Annual Report.

GREEN INITIATIVE:

Your Company supports the ‘Green Initiative of the Ministry of Corporate Affairs by encouraging shareholders to receive mportant documents, including the Annual Report and Notice of the Annual General Meeting electronically. These documents are sent to shareholders who have registered their email addresses with their Depository Participants (DPs) or the Registrar and Transfer Agent (RTA).

Shareholders who have not yet registered their email addresses are urged to do so promptly to facilitate timely, efficient and eco-friendly communication. Demat shareholders can update their email details with their DPs, while physical shareholders can submit a signed KYC updation form to the Company or RTA.

This shift to electronic communication not only ensures faster delivery of corporate information but also significantly reduces paper usage, supporting the Companys broader commitment to environmental sustainability. Physical copies of Annual Report will be provided only upon specific request.

GENERAL DISCLOSURES

During the year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature:

a. no application has been made under the Insolvency and Bankruptcy Code, 2016, as amended, hence, the requirement to disclose the details of application made or any proceeding pending under the said Code along with their status as at the end of the Financial Year is not applicable.

b. the requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable as there was no such valuation done.

c. There was no revision of financial statements and Boards Report of the Company.

d. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statement relates and date of this Report.

e. The Company has not failed to implement any corporate action.

f. There were no agreements entered by the Company which comes within the purview of Regulation 30A of SEBI Listing Regulations.

g. The trading of securities of the Company were not suspended by the stock exchanges.

ACKNOWLEDGEMENTS

Your Board of Directors would like to place on record its deep appreciation for the support, trust, and confidence extended by all stakeholders during the financial year. We extend our sincere thanks to our valued shareholders for their continued faith in our vision and strategic direction. Their confidence has been a vital pillar in the Companys journey of growth and transformation. We acknowledge the tireless efforts and unwavering commitment of our employees at all levels. Their dedication, innovation, and resilience, especially in the face of challenges, have played a critical role in sustaining our operations and achieving our business objectives. The Board also expresses gratitude to our customers and clients, whose trust and loyalty inspire us to continuously enhance our offerings and deliver value beyond expectations. We are grateful to our suppliers, vendors, and business associates for their reliable support and collaboration, which has been instrumental in maintaining the quality and efficiency of our operations.

We appreciate the guidance and co-operation received from regulatory authorities, government bodies and financial institutions. On behalf of the Board of Directors, we thank each and every stakeholder for being part of our journey.

Place: Mumbai

Date: August13, 2025

For and on behalf of the Board of Directors of Gufic Biosciences Limited

Sd/- Jayesh P. Choksi

Chairman & Managing Director

DIN: 00001729