Gufic BioSciences Ltd Directors Report

Dear Members,

Your Directors take immense pleasure in presenting the 40 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, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 (“Act”) as well as the relevant applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and subsequent amendments thereto.

The key highlights of financial performance of the Company, for the financial year ended March 31, 2024 is summarized below:

( in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24
Total Revenue from Operations	80,666.57	69,062.08	80,666.57
Other Income	217.72	257.39	217.72
Total Income	80,884.29	69,319.47	80,884.29
Profit / (Loss) before Depreciation & Amortization, Finance Cost, exceptional item and tax	14,804.86	13,722.52	14,804.86
(Less): Depreciation and Amortization expense	1,701.72	2,228.10	1,701.72
(Less): Finance Costs	1,535.99	822.33	1,535.99
Profit / (Loss) before Exceptional items and Tax	11,567.15	10,672.09	11,567.15
Add /(Less): Exceptional items	-	-	-
Profit / (Loss) before tax	11,567.15	10,672.09	11,567.15
(Less): Tax Expense: Current Tax	2,840.00	2,821.00	2,840.00
Deferred Tax	316.54	(119.39)	316.54
Income Tax earlier years	(202.95)	-	(202.95)
Profit / Loss for the year (1)	8,613.55	7,970.48	8,613.55
Other Comprehensive Income / (Loss) (2)	(40.39)	(0.53)	(40.39)
Total Comprehensive Income (1+2)	8,573.17	7,969.95	8,573.17

FINANCIAL PERFORMANCE AND THE STATE OF COMPANYS AFFAIRS

The Companys total revenue from operations stood at 80,667.57 lakhs in the financial year 2023-24, thereby showing an increase as compared to 69,062.08 lakhs in the previous financial year 2022-23. The Profit before Interest, Tax, Depreciation & Amortization (EBIDTA) was Rs. 14,804.86 lakhs in the year under review as compared to 13,722.52 lakhs in the financial year 2022-23. However, the EBIDTA margin for the financial year 2023-24 was18.4% as compared to 19.8% in the previous financial year.

During the year, the domestic market accounted for 89.07% of the Companys turnover, with exports contributing 10.93%. Going forward, the Company is focused on expanding its revenue from the export market.

The Net Profit of the Company, during the year under review, was 8,613.55 lakhs as compared to 7,970.48 lakhs in the previous financial year.

The Consolidated financial statements comprise of financials of the Company and its subsidiary company in United Kingdom viz., Gufic UK Limited. Since, there was no activities undertaken by the said subsidiary in the financial year 2023-24, the total revenue and profit remain consistent across both Standalone and Consolidated Financials.

Overall, the financial year 2023-2024 was positive for the Company, reflecting strong financial performance and notable strides in strategic growth. The Company is steadfast in its commitment to providing innovative and high-quality healthcare solutions while maximizing value for our 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 it continues to operate only in one segment i.e. Pharmaceutical.

TRANSFER TO RESERVES

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

DIVIDEND

Your Board of Directors are pleased to recommend a final dividend of 0.10 /- (10%) per equity share having face value of 1/- each fully paid-up for the financial year ended March 31, 2024, subject to the approval of members at the ensuing 40 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, 2024 would amount to Rs. 1,00,27,750.60/-.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 following link:

http://gufic.com/wp-content/uploads/2021/08/Dividend%20Distribution%20Policy.pdf

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 stock options nor 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.

(I)ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year under review, your Company issued and allotted 33,33,000 fully paid-up equity shares of the Company having face value of 1/- each at the price of 300/- (Rupees Three Hundred Only) per equity share including premium of 299/- (Rupees Two Hundred And Ninety-Nine Only) per equity share to M/s. Motilal Oswal Financial Services Limited, Non Promoter of the Company on a preferential basis. The details regarding the utilization of funds raised through the aforementioned preferential allotment are provided in the Report on Corporate Governance , which forms part of this Annual Report.

The aforesaid newly issued shares rank pari-passu in all aspects with the existing equity shares of the Company.

Post Completion of the issuance, the Issued, Subscribed and Paid up share capital of the Company has increased from 9,69,44,506/- divided into 9,69,44,506 Equity Shares of face value of 1/- each to 10,02,77,506/- divided into 10,02,77,506 Equity Shares of face value of 1/- each. There has been no change in the authorized share capital of the Company.

(II)GUFIC BIOSCIENCES LIMITED EMPLOYEES STOCK OPTION PLAN 2023

The Gufic Biosciences Limited Employees Stock Option Plan 2023 (“Gufic ESOP 2023”) was duly approved by the shareholders at its 39 AGM held on September 29, 2023. Your Company has subsequently obtained In-Principle Approval from BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”) to issue, grant, offer and allot at any time, Stock Options to eligible employees not exceeding 5,00,000 Stock Options convertible into equivalent number of equity shares, upon exercise.

Gufic ESOP 2023 is designed to reward, retain and engage employees while fostering a sense of ownership, performance, and alignment with the Companys long-term goals. This strategic initiative aims to encourage sustained contributions towards the Companys growth and profitability.

The Nomination & Remuneration Committee of your Company, designated as Compensation Committee, oversees the administration and monitoring of Gufic ESOP 2023, implemented by your Company in accordance with the 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 Nomination & Remuneration Committee, designated as Compensation Committee, at their meeting held on June 27, 2024 has approved grant of 6,000 (Six thousand) stock options under Gufic ESOP 2023 to the eligible employees.

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” and can also be accessible on the Companys website at following link:

http://gufic.com/Notice/SBEB_Certificate_2024.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the period under review, the Company has 3 (three) foreign Wholly Owned Subsidiaries and 1 (one) Indian Subsidiary. The details are as below:

Name of the Company	Country	Incorporation Date
Gufic UK Limited (GUL)	United Kingdom	15.03.2022
Gufic Ireland Limited (GIL)	Ireland	02.03.2023
Gufic Prime Private Limited (GPPL)	India	18.11.2023
Veira Life FZE (VLF)	Dubai	25.03.2024

- As of March 31, 2024, neither investment have been made in GIL, GPPL and VLF nor they have begun their business operations. Consequently, there was no need to consolidate the accounts of GIL, VLF and GPPL with the Company for the financial year ending March 31, 2024.

- On September 13, 2023, the Company made an investment in GUL by subscribing to its shares. Consequently, the consolidated financial results for the financial year ended March 31, 2024, have been prepared by the Company considering the financials of GUL.

- In order to enhance the operational flexibility for GUL, the Board of Directors of the Company considered and approved further investment in GUL for the amount of 49,000 pounds and consequently increase the Subscribed Share Capital of GUL from 1000 Ordinary shares of 1 pound each to 50,000 Ordinary shares of 1 pound each. The additional capital was invested by the Company on July 12, 2024.

- 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.

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, 2024, the Company has no material subsidiaries. Further, the Companys “Policy on Material Subsidiaries” can be accessed at http://gufic.com/wp-content/uploads/2022/07/Policy_on_Material_Subsidiary.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/gufic-uk-limited/. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at mgrfilegal@guficbio.com / corporaterelations@guficbio.com.

Your Company does not have any Associate Company or Joint Venture. Further, no Company ceased to be Subsidiary or Associate or Joint Venture of the Company, during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointment / Continuation Of Directorship

During the year under review, the Board at its meeting held on August 11, 2023 and shareholders at its 39 AGM of the Company held on September 29, 2023 through Special Resolution, approved the continuation of directorship of the following directors:

O Mr. Jayesh P. Choksi (DIN: 00001729) as Chairman & Managing Director of the Company on attaining the age of 70 yearson March 29, 2024, on the existing terms and conditions duly approved in the 35 AGM held on September 30, 2019.

O Mr. Gopal M. Daptari (DIN: 07660662) as a Non-Executive Independent Director of the Company who shall attain the age of 75 years on October 29, 2024, until the expiry of his current term.

The following Directors are proposed to be appointed/ re-appointed at the ensuing AGM, the brief details of which arementioned in the Notice of 40 AGM forming part of this Annual Report:

Appointment

O The Board of Directors of the Company at its Meeting held on June 27, 2024, approved appointment of Mr. Kamal Kishore Seth (DIN: 00194986), who has attained the age of 75 years, as an Additional Director in the category of Non Executive Independent Director, not liable to retire by rotation, to hold office for the term of 5 (five) consecutive years with effect from June 27, 2024, subject to the approval of the shareholders at the ensuing AGM through special resolution. Upon receipt of the said shareholders approval, Mr. Seth shall be re-designated as an Independent Director of the Company for the term of 5 years with effect from June 27, 2024.

Re- appointment

O The Board of Directors at its Meeting held on August 14, 2024 approved re-appointment of Mr. Jayesh P. Choksi (DIN: 00001729) as a Chairman & Managing Director, who has attained the age of 70 years for a period of 5 (five) yearscommencing from 1 April, 2025 to 31 March, 2030 (both days inclusive)on the terms and conditions mentioned in theNotice convening the 40 AGM, subject to the approval of the shareholders through special resolution.

O The Board of Directors at its Meeting held on August 14, 2024 approved re-appointment of Mr. Pranav Choksi (DIN: 00001731) as a Whole Time Director designated as “Whole Time Director and Chief Executive Officer” for a period of 5(five) years commencing from 1 April, 2025 to 31 March, 2030 (both days inclusive)on the terms and conditionsmentioned in the Notice convening the 40 AGM, subject to the approval of the shareholders through special resolution.

Cessation

O With deep regret, we report the sad demise of our Independent Director Mr. Shrirang Vaidya (DIN: 03618800), on April 01, 2024. His sudden and unexpected demise is an irreparable loss to the Company. The Board of Directors and Employees of the Company extend heartfelt sympathy, sorrow and condolences to his family.

O Mr. Dilip Ghosh (DIN: 00412406) resigned as a Whole Time Director (Key Managerial Personnel) of the Company with effect from close of business hours on June 27, 2024, owing to his health issues.

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

Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by the aforesaid officials to the Board during their association as directors of the Company.

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

Re-appointment of Director retiring by Rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Pankaj Gandhi (DIN :00001858), Whole Time Director of the Company is liable to retire byrotation at the ensuing 40 AGM and being eligible, offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard 2 on General Meetings relating to the aforesaid appointment/re-appointment of directors are given in the Notice of AGM.

Key Managerial Personnel (“KMP”)

Pursuant to Section 203 of the Act, the Key Managerial Personnel (“KMPs”) of the Company as on date of this report are Mr. Jayesh P. Choksi, Chairman & Managing Director; Mr. Pranav J. Choksi, Chief Executive Officer and Whole Time Director; Mr. Pankaj J. Gandhi, Whole Time Director; Mr. Devkinandan B. Roonghta, Chief Financial Officer and Ms. Ami N. Shah, Company Secretary & Compliance Officer.

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 or continuing as Directors of the Company by any order of Ministry of Corporate Affairs / SEBI or any other statutory authorities.

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.

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. The Policy is available on the Companys website and can be accessed at http://gufic.com/wp-content/uploads/2016/08/AppointmentofDirectorsKMP201718.pdf

The said Policy lays down guiding principles for selection and appointment of Directors, KMPs and Senior ManagementPersonnel and for determining qualifications, positive attributes and formulating Remuneration Policy for Executive and Non-Executive Directors of the Company.

The details of the said policy are included in the Report on Corporate Governance forming part of this Report. There has been no change in the aforesaid policy during the year under review.

Further, neither the Managing Director nor its Whole Time Director draws any remuneration or commission from any of the subsidiary companies.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarise them with the Company, nature of industry in which the Company operates, business model, risks and challenges associated with the business and such other relevant information, which would enable them to take well informed decisions, discharge the responsibilities and functions conferred on them. Details of Familiarisation Programme imparted during the financial year under review has been uploaded on the Companys website and can be accessed at http://gufic.com/wp-content/uploads/2024/04/Familarisation%20Programme%202023-24.pdf

Your Company ensures that every new Independent Director upon appointment to the Board, undergoes an introductory programme designed to familiarize them with the Organization. This includes visits to the manufacturing plant, interactive sessions with functional heads through which they can understand the Companys objective, business operations, current progress and future prospects etc. Further, during the meeting of the Board, the Directors receive comprehensive updates on Company performance, industry scenario, business strategy, associated risks, relevant statutory amendments, Companys policies and procedures, etc.

The format of the terms and conditions outlined in the letter of appointment, which defines their role, function, duties and responsibilities, provided at the time of appointment can be accessed at following link:

PERFORMANCE EVALUATION

In compliance with the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the Annual Performance evaluation of Individual Directors, Committees of the Board and the Board as a whole in accordance with the framework and criteria laid down by the NRC. A structured questionnaire was prepared separately for the Board, Committees and Individual Directors, inter-alia covering various parameters viz. composition and structure of the Board, responsibilities, attendance including participation of the Directors at the Board and Committee meetings, governance and compliance as a whole, quality of deliberations and effectiveness of the procedures and all other factors. The above criteria are broadly based on the SEBI Guidance Note on Board Evaluation.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, Independent Directors at their separate meeting had evaluated performance of Non-Independent Directors, Board as a whole, Chairman of the Board and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

The manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 7 (Seven) times during the year under review. Details of the meetings of the Board of Directors along with other details are provided in the Report on Corporate Governance, which forms part of this Report. The intervening gap between the two consecutive Board meetings did not exceed 120 days as prescribed under Section 173 of the Act, Regulation 17 of SEBI Listing Regulations and Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (“ICSI”).

COMMITTEES OF THE BOARD

During the year under review, the Board of Directors at its meeting held on May 29, 2023 have constituted the Executive Committee to expedite all matters relating to business operations and for dealing with various urgent operational matters. This includes availing banking facilities, opening bank accounts, delegating operational powers to the employees, appointing authorized representatives to represent the Company before various statutory authorities and other routine administrative matters.

To effectively discharge the obligations and to comply with the statutory requirements, the Company has in place 6 (six) Committees of the Board as on March 31, 2024 viz.:

1. Audit Committee;

2. Corporate Social Responsibility Committee; 3. Nomination & Remuneration Committee;

4. Risk Management Committee;

5. Stakeholders Relationship Committee; and 6. Executive Committee

The details of all the Committees along with their composition, terms of reference, meetings held during the year and attendance at the meetings are disclosed in the Report on Corporate Governance that forms part of this Annual Report.

AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprises of 6 (Six) members which is in compliance with the provisions of the Act and SEBI Listing Regulations. The details pertaining to composition of the Audit Committee along with other details are included in the Report on Corporate Governance, which forms part of this Annual Report.

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 November 09, 2023. The details of the meeting held are included in the Report on Corporate Governance, which forms part of this report.

CODE OF CONDUCT

The Board of Directors at its meeting held on August 11, 2023 amended the Code of Conduct for the Board of Directors and Senior Management (“Code”) including a revised definition of senior management. The Code places a strong emphasis on maintaining integrity in both workplace and business practices, promoting honest and ethical conduct, and fostering diversity and fairness, among other important principles. The Code can be accessed at following link:

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 2023-24, 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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

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.

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, 2024, 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, 2024 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

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the year under review, the Company has successfully implemented Systems, Applications and Products in data processing (“SAP”) which has been effectively utilized for day-to-day transaction, accounting and financial reporting. Investment in advanced automation systems has streamlined accounting and financial closing procedures across various domains, enhancing accuracy and expediting financial reporting while minimizing manual intervention. Automated financial statement preparation ensures end-to-end system-driven reporting across the Group, thereby reducing the potential for manual errors.

The Company has adequate internal control system and mechanism which is commensurate with nature of its business, size, scale and complexity of its operations. The Company has implemented a comprehensive framework which includes formulation of Standard Operating Procedures (SOPs), Procedures and Controls, which are regularly audited to safeguard its assets, ensure the accuracy and reliability of financial reporting, enhance operational efficiency and ensure compliance with applicable laws and regulations. Clear roles and responsibilities have been defined for each process establishing accountability and promoting efficiency throughout the organization. The Company has also set up Management Information System (MIS) to facilitate informed decision making. The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that systems and processes are followed across all areas.

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The Company has in place adequate internal financial controls with reference to the Financial Statement.

The management diligently considers and takes appropriate actions on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee. The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Companys Internal Controls and monitors the implementation of recommendations of the Auditors, if any.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

REPORTING OF FRAUDS

During the year under review, none of the Auditors has reported to the Audit Committee any instances of fraud committed in the Company by its officers or employees, 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, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Notes to the Financial Statements of the Company provided in this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to provisions of Section 124 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. Accordingly, during the year under review, unpaid or unclaimed dividend amounting to 43,042/- (Rupees Forty-Three Thousand and Forty-Two 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 demat account of the IEPF Authority. Accordingly, 5344 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. 2024-25 to claim their dividend on or before October 10, 2024. 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/media/investors/unclaimed_shares/gufic-iepf/Transfer%20of%20Shares/

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year under review with related parties were in its ordinary course of business and on an arms length basis and in accordance with the Companys 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 statement 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.

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.

Policy on Related Party Transactions as formulated/ amended from time to time, by the Board is available on the Companys website at http://gufic.com/wp-content/uploads/2016/08/Related%20Party%20Transactions%20Policy.pdf

Attention of Members is also drawn to Note 39 of the Financial Statements for the year ended March 31, 2024 which sets out the related party disclosures as per the Ind AS-24.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. As on March 31, 2024, the CSR Committee comprises of 4 (Four) members which is in compliance with the provisions of the Act. The details pertaining to 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. During the period under review, the Company spent CSR amount in the areas of promoting healthcare, education, sports and animal welfare. The CSR Policy of the Company are available on the website of the Company and can be accessed at http://gufic.com/wp-content/uploads/2021/08/Corporate%20Social%20Responsibility%20Policy.pdf

M/s. P S Choksi Foundation, a company limited by guarantee under Section 8 of the Act, was incorporated on June 7, 2024. Your Company is a subscriber to the Memorandum of Association of 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

1. Steps taken by the Company or impact on conservation of energy

l Setting optimum frequency for all air conditioning units to promote energy savings. Additionally, higher-efficiency air conditioning units have been installed in to further enhance power savings.

l Have in place motion sensors for lighting load optimisation. Higher-wattage CFL lights have been replaced with lower-wattage LED lights to support power-saving efforts.

l Implementing energy-efficient practices by ensuring power factor between 0.99 to 1.0

l Installation of energy meters for the new plant and new machines to facilitate continuous monitoring of kilowatt-hours (kWh) and utilizing an Online Energy Monitoring System to track daily consumption, enabling analysis and reduction of excess power use by comparing it with production levels.

l Installed water level controllers and level sensors in the bore well that supplies water to the facility to reduce water wastage.

l Automation panel with temperature sensors, flow meters and Variable Frequency Drives (VFDs) has been designed for new cooling tower pumps and fans to support energy-efficient operations for chillers.

2. Steps taken for utilizing alternate source of energy

l Replacing conventional fuels is a positive step towards adopting a more sustainable and eco-friendly approach to energy consumption which includes Transitioning to biomass briquettes for steam generation.

l Express feeders in main RAW power source has been treated beneficial in terms of efficiency, reliability and overall power distribution system.

l Utilizing DG sets and UPS power as an alternative power sources to ensure uninterrupted operations during power outages.

3. Capital investment on energy conservation equipment

During the year under review, the Company did not make any specific capital investments in energy conservation. However, the Company remains committed to continuously exploring and integrating new technologies and tools aimed at saving energy, reducing consumption, and utilizing renewable energy sources.

TECHNOLOGY ABSORPTION

(I) Efforts made towards technology absorption a. Updating and improving processes and systems used for existing products. b. Adopting a green chemistry-based approach for product development and analysis.

c. Developing and introducing new green novel drug delivery system technologies to enhance safety, efficacy, bioavailability, and the molecular ADME properties of both existing and new products.

d. Focusing on the development and launch of new drug delivery systems, with a special emphasis on lyophilized products

e. Researching and developing novel drug delivery systems such as microspheres, liposomes, nanoemulsions, etc.

f. Developing various biological products like oral COVID vaccines, oral dengue vaccines, etc.

g. Working on more than 70 products for domestic and regulated markets, with comprehensive R&D detailing and market research data

h. Maintaining product quality from initial R&D by utilizing a Quality by Design (QbD) approach for regulated markets. i. Filing patents for different NDDS-based projects, including liposomes, nanoemulsions, etc. j. Conducting accelerated and real-time stability studies of products to ensure quality throughout their shelf life.

(II) Benefits derived as a Result of R & D

a. Successfully launched more than 30 Generic products in the domestic and international market in the financial year 2023-24.

b. About 25 products are poised for commercialisation in the financial year 2024-25.

c. More than 70 New products are under development.

d. Development of new drug delivery systems and devices to improve patient benefit.

e. Development of products for import substitution.

(III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Details of technology imported	Year of Import	Whether the technology has been fully absorbed	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
Penem Product in dual chamber bag	2020-21	Yes	Product Launched
Super purified Menotropin	2021-22	Yes	Product Launched
Super purified Urofollitropin	2023-24	No	Product under development

(IV) Expenditure incurred on Research and Development

in Lakhs

Particulars	2023-24	2022-23
Capital Expenditure	124.84	214.17
Revenue Expenditure	541.25	515.59
Total	666.09	729.76

FOREIGN EXCHANGE EARNINGS AND OUT-GO

		in Lakhs
Particulars	2023-24	2022-23
Earnings in foreign currency	9,105.15	8,603.22
Out-go in foreign currency	20,483.07	27,156.19

RISK MANAGEMENT

The Company has in place a Risk Management Policy and framework to identify and assess risks associated with the business and ensure that there exists a proper management process to mitigate or minimize the same. The Board has constituted Risk Management Committee which oversees the implementation of Risk Management policy as well as risk management and mitigation framework. As on March 31, 2024, the Risk Management Committee comprises of 7 (Seven) members which is in compliance with the provisions of the Act and SEBI Listing Regulations. The Committee also diligently monitors and reviews the effectiveness of the risk management plan on an ongoing basis. Additionally, the Audit Committee also have an oversight on financial risks. Together, these committees ensures that a robust risk management framework is in place.

Your Board of Directors reviews the risk management policy, at least once in two years, to adapt to evolving industry dynamics and increasing complexity. The Company takes a proactive approach to risk mitigation, systematically addressing major risks through appropriate actions and measures.

The risk management policy adopted by the Company can be accessed on the Companys website at http://gufic.com/wp-content/uploads/2024/08/Risk-Management-Policy.pdf

The details pertaining to composition of the Risk Management Committee along with the meetings held during the year and other details are included in the Report on Corporate Governance, which forms 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 - D” to this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act 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 a vigil mechanism i.e. Whistle Blower Policy for directors and employees to report genuine concerns about unethical behavior, actual or suspected violation, malpractices, corruption, fraud or unethical conduct, leak of unpublished price sensitive information, violation of Code of Conduct, etc. to the Chairperson of Audit Committee without any fear of reprimand, retaliation, victimization or unfair treatment.

The Vigil Mechanism provides for direct access to the Chairperson of the Audit Committee. The policy is reviewed by the Audit Committee from time to time. The details of the policy are made available on the website of the Company at the following link: http://gufic.com/wp-content/uploads/2016/08/WHISTLE_BLOWER_POLICY.pdf.

It is affirmed that during the financial year 2023-24, no employee or director was denied access to the Audit Committee. Further, no concerns or irregularities have been reported by employees/directors till date.

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

M/s. Mittal Agarwal & Co., Chartered Accountant (FRN: 131025W) were appointed as the Statutory Auditors of theCompany by the Shareholders at the 36 AGM of the Company to hold office for a period of 5 (five) consecutive yearscommencing from the conclusion of the 36 AGM until the conclusion of 41 AGM. The Statutory Auditors have confirmed their independent status and eligibility to act as a Statutory Auditor of the Company, pursuant to applicable provisions of the Act. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI, pursuant to SEBI Listing Regulations.

Auditors Report for the year under review forms part of this annual report. There is no qualification, reservation or adverse remark in their report on Financial Statement for FY 2023-24. The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments.

b) Cost Auditor

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company.

The Board has, on recommendation of Audit Committee, appointed M/s. Kale & Associates, Cost Accountants, Mumbai (Firm Registration No. 001819) to audit the cost records of the Company for the financial year 2024-25 pursuant to Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Record and Audit) Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the time being in force). The Cost Auditors have confirmed that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and that they are not disqualified to be appointed as the Cost Auditors of the Company for the year ending March 31, 2025. As per the said provisions, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing AGM. Accordingly, a resolution seeking ratificationby members for their remuneration, forms part of the Notice convening 40 AGM. The Board recommends the same for approval of Members.

In compliance with Section 148 of the Act and Rule 6 of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report in the Form CRA - 4 (XBRL mode) for the financial year ended March 31, 2023, was filed by the Company with the Central Government on October 05, 2023. The Cost Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Cost Audit Report for the year ended March 31, 2024 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 and Regulation 24A of SEBI Listing Regulations, the Board of Directors of the Company appointed M/s. Manish Ghia & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report are self-explanatory and do not require any further explanation. The Secretarial Audit Report in the prescribed Form No. MR 3 is annexed to this Report as “Annexure E”.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2024, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI Listing Regulations, was submitted to the concerned Stock Exchange(s) on May 21, 2024 which is within the prescribed timeline. The said Report does not contain any qualification, reservation or adverse remark.

d) Internal Auditor

The Company has its in-house Internal Audit team within the organization led by the Chief Internal Auditor, Mrs. Saroj R. Kirdolia, Chartered Accountant .

Significant audit observations and corrective actions by the Internal Auditor thereon are presented to the Audit Committee of the Board and reviewed on quarterly basis. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened.

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, 2024 is available on the Companys website at : https://gufic.com/Notice/Annual%20Return%202023-24%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 of the SEBI Listing Regulations is provided in a separate section and forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2023-24 forms a part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations. The Board of Directors 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 demonstrates unwavering dedication to upholding the utmost standards of Corporate Governance and diligently follows the regulations prescribed by the Securities and Exchange Board of India (“SEBI”). Furthermore, the Company have integrated numerous exemplary governance practices and aims to continually augment long-term shareholder value while ensuring utmost regard for minority rights in every aspect of our business choices.

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, 2024 forms part of this Annual Report.

CYBER SECURITY INCIDENCE

Due to the rising frequency of cyber attacks, 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 environment is equipped with real-time security monitoring and essential controls across end user machines, network, applications and data layers.

Cyber security constitutes a critical component of our risk management framework and receives focused attention from the Board of Directors and management. Additionally, the Board of Directors receives periodic reports on our cyber security incidents as needed.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

Prevention of Sexual harassment forms an integral part of our commitment to provide an equal opportunity and harassment-free workplace. Your Company has established an Internal Complaints Committee (“ICC”) dedicated to promptly addressing sexual harassment complaints and ensuring their timely resolution. We uphold a zero-tolerance policy towards sexual harassment.

Your Company has adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment which is 18 aligned with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder. This policy outlines clear guidelines for the redressal and investigation processes to be followed by complainants and the ICC when handling sexual harassment issues in the workplace. The policy extends its coverage to all employees, including permanent, temporary, contractual and trainees. New employees participate in detailed orientation programs designed to raise awareness and foster sensitivity, contributing to a respectful workplace environment.

During the year under review, no complaints of sexual harassment were reported to the Company. The Company has duly submitted the Annual Returns to the relevant local authorities, as mandated by the POSH Act.

GREEN INITIATIVE

As a responsible Corporate Citizen, the Company embraces the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report and Notices to the Shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Share Transfer Agent.

We would greatly appreciate and encourage more Members to register their email address with their Depository Participant or the RTA / Company, to receive soft copies of the Annual Report and other information disseminated by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA/ Company, by sending KYC updation forms duly signed by the shareholder(s) with required details.

We invite Shareholders who havent registered their e-mail addresses to join this initiative and support environment sustainability.

HUMAN RESOURCES

Your Company values its employees as crucial resources driving the organizations growth. The Company takes pride in the commitment, competence and dedication exhibited by its employees across all facets of our operations.

Attracting, developing and retaining top talent remains a key strategic imperative and the organization maintains a steadfast focus in this regard. We have established objective and transparent processes for Recruitment, Selection, Performance Management and Talent Management.

In our competitive industry, we recognize the importance of cultivating a workforce that is consumer-focused, performance-driven and future-ready. The Company is dedicated to nurturing, enhancing and retaining our top talent through robust learning and organizational development initiatives, fostering a performance culture that enables our people to thrive. Moreover, the Company has fortified its focus on enhancing the overall well-being of the employees.

Industrial relations remained cordial throughout the year under review.

CODE FOR PREVENTION OF INSIDER TRADING

The Board of Directors has formulated a Code of Conduct for Insiders (“Code of Conduct”) and the “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” (“Code of Fair Disclosure”) to regulate, monitor and report trading activities by its designated person and their immediate relatives. The Company also maintains 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.

The aforementioned Codes can be accessed on the website of the Company at the following web link:

Code of Fair Disclosure:

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

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.

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. the Company has not failed to implement any corporate action.

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

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

ACKNOWLEDGEMENTS

Your Board of Directors extends its heartfelt appreciation and acknowledgement to all stakeholders, employees and partners whose dedication and commitment have been instrumental in achieving significant milestones for Gufic. We recognize the relentless efforts and resilience demonstrated by our employees across all levels, whose hard work and dedication have propelled us towards our business goals. This past year has seen notable achievements, thanks to the collective efforts of our team and the unwavering support of our stakeholders. We remain committed to nurturing these relationships and pursuing growth opportunities together.

We are deeply grateful to our shareholders for their continued trust and support in our strategic direction. Their support has been integral to our consistent progress and success. Our partnerships with customers, suppliers, and business associates have proven invaluable, providing crucial support and collaboration that enabled us to navigate challenges and sustain our position in the industry.

In conclusion, we sincerely appreciate everyone involved in Gufics journey. Together, we look forward to a future marked by sustained growth and shared success.

	For and on behalf of the Board of Directors
	of Gufic Biosciences Limited
	Sd/-
	Jayesh P. Choksi
Place: Mumbai	Chairman & Managing Director
Date: August14, 2024	DIN: 00001729