Directors Report of Gufic BioSciences Ltd.

Mar 31, 2025

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

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 COMPANY''S AFFAIRS

The Company''s 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 Company''s 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 Company''s performance and keeping in mind the shareholder''s 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 41^st 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 Company''s 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/202l/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 39^th 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 W I/- each, representing 60% of GPPL''s 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 I5, 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 it''s 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 3I, 2025, have been prepared by the Company
considering the financials of GUL, VLF and GPPL. As on March 3I, 2025, GPPL, GUL and VLF have not commenced their
business operations and are in the process of initiating the same.

In accordance with Section I29(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-I is annexed to this report as “Annexure B”.

As on March 3I, 2025, the Company has no material subsidiaries. Further, the Company''s "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 I36(I) 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 [e-mail] / [e-mail].

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(I) DIRECTORS

Appointments:

0 The Board at its meeting held on June 27, 2024 appointed Mr. Kamal Kishore Seth (DIN: 00I94986) as an Additional
Director (Non-Executive Independent Director) with effect from June 27, 2024 and upon receipt of shareholder''s
approval through special resolution at the 40^th 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).

0 The Board at its meeting held on November I4, 2024 appointed Mr. Akshya Kumar Mahapatra (DIN: 08362446) as an
Additional Director (Non-Executive Independent Director) with effect from November I4, 2024 and upon receipt of
shareholder''s 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 I4, 2024 till and ending
on November I3,2029 (both days inclusive).

Re- appointments:

The Board at its meeting held on August I4, 2024 and shareholders at it''s 40^th AGM of the Company held on September
25,2024 has approved re-appointment of following directors:

0 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.

0 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:

0 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.

0 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.

0 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.

0 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.

0 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.

0 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 41^st 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 KMP''s 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, KMP''s 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 Company''s website and can be
accessed at http://gufic.com/wp-content/uploads/20l6/08/AppointmentofDirectorsKMP20l7l8.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
Company''s 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 Company''s vision, values, business model, governance framework
and strategy. The programme also encompasses visits to the Company''s manufacturing facilities, interactions with senior
management and functional heads and exposure to key operational processes. These initiatives provide a comprehensive
understanding of the Company''s 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 Company''s 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 Company''s
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 Company''s 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.

CODEOFCONDUCT

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 Company''s 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.

DIRECTOR’S 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

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

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
Company''s internal financial controls. These internal controls form a core element of the Company''s 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 Company''s 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
Auditor''s 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 arm''s 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 arm''s 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. 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 31^st 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 Company''s 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 Company''s 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
address 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 Company''s 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 Company''s website and can be accessed through the following link:
http://gufic.com/wp-content/uploads/20l6/08/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: I3I025W) as the Statutory Auditors of the
Company will expire at the conclusion of the ensuing 41^st 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 41^st AGM of the Company until the conclusion of the 46^th AGM of the Company,
subject to the approval by the Shareholders at the ensuing AGM. A resolution seeking approval of Members of the

Company for the said re-appointment of Statutory Auditor forms part of this AGM Notice convening the 41^st AGM.

Auditors’ Report:

The Auditor''s 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 Auditor''s 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 41^st 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. 41^st
AGM till the conclusion of 46^th 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 41^st 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
I7(IA) 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: ...................... .. V

The Company is of the view that erstwhile Regulation I7(IA) 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 Hon''ble 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 Hon''ble
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 I7(IA) and I7(IC) should be interpreted and read in conjunction with the
provisions of Section I52(2) and I6I(I) of the Companies Act, 20I3 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: 00I94986) 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 I2, 2024, introduced a proviso to Regulation
I7(IA) 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 Company''s 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.I2.2024,
respectively, requesting waivers of fines of ^8000/- and Rs. I72,000/- 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 3I, 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 I34(3)(a) of the Act, the Annual Return as on March 3I, 2025 is available on the
Company''s 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 Company''s 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.

No complaints or grievances were reported under the provisions of the Maternity Benefit Act during the year under review.

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 Company''s
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	Male	Female	Transgender	Total Permanent
Category	Employees	Employees	Employees	Employees
Permanent Staff	1730	258	NIL	l988

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:

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

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

0 Best Moment Marketing Award (Silver Category) for the World Record Infertility Awareness Campaign on Mother''s Day,
received on 25^th July 2025.

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

0 Recognised as a "Most Preferred Workplace for Women 2024-2025”, an accolade that reflects the Company''s 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/l2/Conduct-for%20Insider%20Trading.pdf
Code of Fair Disclosure:

http://gufic.com/wp-content/uploads/20l6/08/Code%20of%20Fair%20Disdosure%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

important 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 Company''s 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 Board''s 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 Company''s 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.

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

Sd/-

Jayesh P Choksi

^{p|ace: Mumbai} Chairman & Managing Director

Date: Augustl3, 2025 DIN: 00001729

---

Mar 31, 2024

Your Directors take immense pleasure in presenting the 40^th 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 COMPANY''S AFFAIRS

The Company''s 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 wasl8.4% as compared to 19.8% in the previous financial year.

During the year, the domestic market accounted for 89.07% of the Company''s 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.

TRANSFERTO 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 ofT 0.10/- (10%) per equity share having face value of T I/-each fully paid-up for the financial year ended March 3 1,2024, subject to the approval of members at the ensuing 40^th 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 3 1, 2024 would amount to Rs. 1,00,27,750.60/-.This recommended dividend pay-out is in accordance with the Company’s 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 T I/- each at the price of T 300/- (Rupees Three Hundred Only) per equity share including premium of T 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 T9,69,44,506/- divided into 9,69,44,506 Equity Shares of face value of T I/- each to T 10,02,77,506/- divided into 10,02,77,506 Equity Shares of face value of T I/- each. There has been no change in the authorized share capital of the Company.

(II) GUFIC BIOSCIENCES LIMITED EMPLOYEES STOCKOPTION PLAN 2023

The Gufic Biosciences Limited Employees Stock Option Plan 2023 (“Gufic ESOP 2023”) was duly approved by the shareholders at its 39^th 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 anytime, 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 Company’s long-term goals. This strategic initiative aims to encourage sustained contributions towards the Company’s 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 Company’s 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 Company''s "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 [e-mail] / [e-mail].

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^th AGM of the Company held on September 29, 2023 through Special Resolution, approved the continuation of directorship of the following directors:

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

0 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 are mentioned in the Notice of 40^th AGM forming part of this Annual Report:

Appointment

0 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 shareholder''s 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

> The Board of Directors at its Meeting held on August 14, 2024 approved re-appointment of Mr. Jayesh R Choksi (DIN: 00001729) as a Chairman & Managing Director, who has attained the age of 70 years for a period of 5 (five) years commencing from I^st April, 2025 to 3 I^st March, 2030 (both days inclusive)on the terms and conditions mentioned in the Notice convening the 40^th AGM, subject to the approval of the shareholders through special resolution.

> The Board of Directors at its Meeting held on August 14, 2024 approved re-appointment of Mr. Pranav Choksi (DIN: 0000173 I) as a Whole Time Director designated as “Whole Time Director and Chief Executive Officer” for a period of 5 (five) years commencing from I^st April, 2025 to 3 I^st March, 2030 (both days inclusive)on the terms and conditions mentioned in the Notice convening the 40^th AGM, subject to the approval of the shareholders through special resolution.

Cessation

> 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.

> 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.

> 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 by rotation at the ensuing 40^th 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 (“KMP’s”) of the Company as on date of this report are Mr. Jayesh R Choksi, Chairman & Managing Director; Mr. Pranav J. Choksi, Chief Executive Officer and Whole Time Director; Mr. PankajJ. 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(l)(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 (“MCA”) and have passed the proficiency test, if applicable. They have also confirmed compliance of Schedule IV of the Act and the Company’s 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, KMP’s and Senior Management Personnel and Evaluation of their performance. The Policy is available on the Company’s 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, KMP’s and Senior Management

Personnel and for determining qualifications, positive attributes and formulating Remuneration Policy for Executive and NonExecutive 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 Company''s 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 Company''s 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, Company''s 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:

http://guflc.com/wp-content/uploads/2022/05/Terms%20and%20Conditions%20of%20Appointment%20of%20independent%20Directors.pdf 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 3 1,2024, the Audit Committee comprises of 6 (Six) members which is incompliance 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.

CODEOFCONDUCT

The Board of Directors at its meeting held on August I 1,2023 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: http://gufic.com/wp-content/uploads/2024/05/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 2023-24, as required under the provisions of SEBI Listing Regulations. A declaration to that effect duly signed by Mr. PranavJ. 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 OFTHE FINANCIAL YEARAND 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.

DIRECTOR’S 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) ofthe Act,your Directors hereby state and confirm that:-

a. in the preparation of the annual accounts/financial statements for the year ended March 3 1, 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 3 1,2024 and ofthe 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 agoing 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 Company''s Internal Controls and monitors the implementation of recommendations of the Auditors, if any.

The Company believes that these systems provide reasonable assurance that the Company''s 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 arm''s 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 arm''s 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 I34(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 Company’s 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 3 1,2024 which sets out the related partydisclosuresasperthe 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 3 1,2024, 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 Company’s CSRactivities 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

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

• 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.

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

• 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.

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

• 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

• 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.

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

• 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 Revenue Expenditure	124.84 541.25	214.17 515.59
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 Company’s 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 BLOWERPOLICY

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 orunfairtreatment.

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 BYTHE REGULATORS ORCOURTS

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: 13 I025W) were appointed as the Statutory Auditors of the Company by the Shareholders at the 36^th AGM of the Company to hold office for a period of 5 (five) consecutive years commencing from the conclusion of the 36^th AGM until the conclusion of 41^st 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.

Auditor’s 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 Auditor’s 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( I) 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 3 1,2025. 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 ratification by members for their remuneration, forms part of the Notice convening 40^th 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 3 1,2023, 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 3 1,2024 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 Company''s 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 Company''s 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

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 haven’t 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 organization''s 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 INSIDERTRADING

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, preclearance 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 Conduct: http://gufic.com/wp-content/uploads/2020/06/Conduct-for%20lnsider%20Trading.pdf

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 Board''s 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 Gufic''s 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

---

Mar 31, 2023

Boards Report

Dear Members,

Your Directors have pleasure in presenting the 39^th Annual Report of the Company along with the Audited Financial Statements
for the financial year ended March 31,2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Financial Statements of the Company for the year ended March 31,2023 have been prepared in accordance with the Indian
Accounting Standards (Ind AS), Section 133 and other applicable provisions of the Companies Act, 2013 ("Act”) and the
applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”)

The financial performance of the Company, for the financial year ended March 31,2023 is summarized below:

Particulars	2022-23	2021-22
Total Revenue from Operations	69,062.08	77,915.56
Other Income	257.39	310.42
Total Income	69,319.47	78,225.98
Profit / (Loss) before Depreciation & Amortization, Finance Cost, exceptional item & tax	13,722.52	15,113.30
(Less): Depreciation and Amortization expense	2,228.10	1,892.89
(Less): Finance Costs	822.33	536.58
Profit / (Loss) before Exceptional items and Tax	10,672.09	12,683.83
Add /(Less): Exceptional item	-	-
Profit / (Loss) before tax	10,672.09	12,683.83
(Less): Tax Expense: Current Tax	2821.00	3215.00
Deferred Tax	(119.39)	(115.18)
Profit / Loss for the year (1)	7,970.48	9,584.01
Other Comprehensive Income / (Loss) (2)	(0.53)	(44.06)
Total Comprehensive Income (1 2)	7,969.95	9,539.95

FINANCIAL PERFORMANCE AND THE STATE OF COMPANY''S AFFAIRS

The Company''s total revenue from operations stood at W 69,062.08 lakhs in the financial year 2022-23, thereby showing a
decline as compared to W 77,915.56 lakhs in the previous financial year 2021-22. The Profit before Interest, Tax, Depreciation &
Amortization (EBITDA) was W 13,722.52 lakhs in the year under review as compared to W 15,113.30 lakhs in the financial year
2021-22. However, the EBITDA margin for the financial year 2022-23 showed an improvement of 19.9% as compared to
19.4% in the previous financial year.

During the year under review, the Company made significant progress in diversifying its revenue sources, with the domestic
market contributing around 84.50% to the turnover, and exports accounting for around 15.50%, marking a substantial
increase in the export market share, as compared to the financial year 2021-22 when exports contribution to turnover was
accounted at 9.26%.

The Net Profit of the Company during the year under review was W 7970.48 lakhs as compared to W 9,584.01 lakhs in the
previous financial year 2021-22. It''s important to note that the financials of 2021-22 and 2022-23 are not directly comparable
due to the significant impact of the COVID-19 portfolio in the financial year 2021-22.

The financial year 2022-2023 was a decent year for the Company in terms of financial performance. The Company''s position in
the market is strengthened by its relentless focus on innovation and strong R&D skills. Also, it consistently invests in upgrading
its manufacturing and R&D capabilities to seize potential opportunities.

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 have recommended a final dividend of W 0.10 /- (10%) per equity share having face value of W 1/- each
fully paid-up of the Company for the financial year ended March 31,2023. The payment of dividend is subject to the approval of
members at the ensuing Annual General Meeting ("AGM”) and deduction of tax at source. Upon approval, the dividend will be
paid to those members whose name will appear in the Register of Members as on the Book Closure date as mentioned in the
Notice of AGM. The total dividend pay-out would amount to W 96,94,450.60/-.

The recommended dividend is in accordance with the Company''s Dividend Distribution Policy and the same is available on
the website of the Company which can be accessed at

http://gufic.com/wp-content/uploads/202l/08/Dividend%20Distribution%20Policy.pdf
SHARE CAPITAL

During the period under review, there was no change in the Authorised, Issued, Subscribed and Paid up share capital of the
Company. The Issued, Subscribed and Paid up share capital of the Company is W 9,69,44,506/- divided into 9,69,44,506 Equity
Shares of face value of W 1/- each.

The Company have neither issued any 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, in the financial year ending March 31,2023.

The Board of Directors at their meeting held on August 11,2023, has approved "Gufic Biosciences Limited Employee Stock
Option Plan - 2023” authorizing stock options not exceeding 500,000 (Five Lakh) convertible into equivalent number of equity
shares to the eligible employees, in one or more tranches, subject to approval of shareholders at the ensuing AGM.

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of
the Registered Office is as follows:

37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai - 400069, Maharashtra.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company has two foreign Wholly Owned Subsidiaries as on March 31, 2023. The details of which are mentioned
hereinbelow :

i) Gufic UK Limited (GUL) : GUL was incorporated on March 15, 2022 in the United Kingdom (UK) with the intent of
expanding i ts business operations in UK.

ii) Gufic Ireland Limited (GIL): GIL was incorporated on March 02, 2023 in Ireland with the intent of expanding its business
operations all over Europe.

As on March 31,2023, neither the Company have made any investment in GIL and GUL nor have GIL and GUL commenced any
business operations. Hence, the Company has not prepared Consolidated Financial Statements of the Company and its foreign
subsidiaries i.e. GIL and GUL for the financial year ending March 31,2023.

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.

Accordingly, the statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with
Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014 in Form AOC-l, is not applicable to the Company.

Further, the Company''s "Policy on Material Subsidiaries” can be accessed at http://gufic.com/wp-
content/uploads/2022/07/Policy_on_Material_Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNELAppointment/ Re-appointment and Cessation:

During the year under review, following appointments/ re-appointments of Directors took place:

0 At the 38^th AGM of the Company held on September 2, 2022, the shareholders approved the re-appointment of Dr. Rabi
Sahoo (DIN: 01237464) as an Independent Director of the Company for the second term of two consecutive years with
effect from June 29, 2022.

0 At the 38^th AGM of the Company held on September 2, 2022, the shareholders approved through Special Resolution, the
continuation of directorship of Mr. Dilip Ghosh (DIN: 00412406) as a Whole Time Director of the Company upon
attaining the age of 70 years on December 29, 2022, on the existing terms and conditions duly approved by the
shareholders at its 37^th aGm held on September 20, 2021.

Based on the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the
ensuing AGM, the Board of Directors have approved the following appointment/re-appointment/continuation of directorship :

0 Continuation of Directorship of Mr. Jayesh P Choksi (DIN: 00001729) as Chairman & Managing Director upon attaining
the age of 70 years i.e. on March 29, 2024 which require passing of special resolution, on the existing terms and conditions
duly approved by the shareholders in the 35^th AGM held on September 30, 2019.

0 Continuation of Directorship of Mr. Gopal Daptari (DIN: 07660662) as an Independent Director upon attaining the age of
75 years i.e. on October 29, 2024, which require passing of special resolution, on the existing terms and conditions duly
approved by the shareholders in the 35^th AGM held on September 30, 2019.

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

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

Retirement 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. Pranav J. Choksi, Chief Executive Officer (CEO) and Whole Time Director and Dr. Balram
Singh, Non-Executive Non-Independent Director of the Company will retire by rotation at the ensuing 39^th AGM and being
eligible, have offered themselves for re-appointment. The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee ("NRC”) has recommended their appointment.

Key Managerial Personnel (“KMP”)

Pursuant to Section 203 of the Act, the Key Managerial Personnel (“KMP''s”) of the Company as on March 31,2023 and 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. Dilip B. Ghosh, Whole Time Director, Mr. Devkinandan B.
Roonghta, Chief Financial Officer and Ms. Ami N. Shah, Company Secretary & Compliance Officer.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed that they continue to meet the criteria of independence as prescribed under
Section 149(6) of the Act and provisions of SEBI Listing Regulations and also none of the Directors of the Company are
disqualified under Section 164 of the Act. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances 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 the Independent Directors of the Company had 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
Company''s Code of Conduct.

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 interests of the Company.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Policy on criteria for Appointment of Directors, KMP''s and Senior Management Personnel and
Evaluation of their performance. The Policy is available on the Company''s website and can be accessed at http://gufic.com/wp-
content/uploads/20l6/08/AppointmentofDirectorsKMP20l7l8.pdf

The said Policy lays down guiding principles for selection and appointment of Directors, KMP''s and Senior Management
Personnel 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 Corporate Governance Report 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 the Whole Time Director draws any remuneration or commission from the
subsidiary company.

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, 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 Company''s website and
can be accessed at http://gufic.com/wp-content/uploads/2023/03/Familarisation%20Programme.pdf

Every newly appointed Independent Director undergoes a familiarization programme including visits to the manufacturing
plant of the Company, interactive sessions with functional heads through which they can understand the objective of the

Company, its business, current progress, future prospects etc. Further, during the meeting of the Board, the Directors are
provided with performance updates of the Company, industry scenario, business strategy, relevant statutory amendments,
Company''s 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

http://gufic.com/wp-content/uploads/2022/05/Terms%20and%20Conditions%20of%20Appointment%20of%20Independent%20Directors.pdf
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 Nomination and Remuneration Committee ("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.

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

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Seven (7) times during the year under review. Details of the meetings of the Board of Directors
along with other details are provided in the Corporate Governance Report, 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 I ndia ("ICSI”).

COMMITTEES OF THE BOARD

To effectively discharge the obligations and to comply with the statutory requirements, the Company has in place 5 (five)
committees of the Board as on March 31,2023 viz.:

1. Audit Committee;

2. Corporate Social Responsibility Committee;

3. Nomination & Remuneration Committee;

4. Risk Management Committee and

5. Stakeholders'' Relationship Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided
in the Corporate Governance Report that forms part of this Annual Report. Further the Board of Directors, at their meeting
held on May 29, 2023, has constituted Executive Committee for dealing with various urgent operational matters.

AUDIT COMMITTEE

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
Corporate Governance Report, 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 February 10, 2023. The details of the meeting held is included in the Corporate
Governance Report, which forms part of this report.

CODEOFCONDUCT

The Company has laid down a Code of Conduct ("Code”) for the Board of Directors & Senior Management which places a
strong emphasis on maintaining integrity in both workplace & business practices, promoting honest & ethical conduct, &
fostering diversity & fairness, among other important principles. The Code of Conduct can be accessed at:

http://gufic.com/wp-content/uploads/2020/l0/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 2022-23, as required under the provisions of SEBI Listing
Regulations. A declaration to that effect duly signed by Mr. Pranav J. Choksi, Chief Executive Officer & Whole Time Director,
pursuant to Regulation 17(5) read with Schedule V of the SEBI Listing Regulations forms part of this 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.

DIRECTOR’S 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, 2023, 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 judgments 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 31,2023 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. proper internal financial controls were in place and that the said financial controls were 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

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 Company is also in the process of implementing Systems, Applications and Products ("SAP”) which will enhance and fortify
its internal control mechanism. Serving as a powerful tool, SAP is set to bolster the Company''s internal control systems,
effectively mitigating risks associated with errors and fraud. Additionally, SAP ensures the Company''s strict adherence to
regulatory requirements, promoting a more secure and compliant operational environment.

The Company''s Internal Control System process is reviewed by the Audit Committee periodically. The management duly
considers and takes appropriate actions on the recommendations made by the Internal Auditors, Statutory Auditors and the
Audit Committee.

The Company believes that these systems provide reasonable assurance that the Company''s 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 31,2023.

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 31,2023, 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 seven years. Accordingly, during the year under review, unpaid or unclaimed dividend amounting to W 47,707/- (Rupees Forty
Seven Thousand Seven Hundred and Seven Only) was transferred by the Company to the IEPF.

In accordance with the IEPF Rules, 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, 30,173 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. 2023-24 to claim their dividend on or before September 30, 2023. Details
of unclaimed dividends and shareholders whose shares are liable to be transferred to IEPF, are uploaded on the website of the
Company i.e. www.gufic.com.

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 arm''s 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 arm''s 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.

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 I34(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 Company''s
website at http://gufic.com/wp-content/uploads/20I6/08/Related%20Party%20Transactions%20Policy.pdf

Attention of Members is also drawn to Note 39 of the Financial Statements for the year ended March 31,2023 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.
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 and animal welfare. The CSR Policy of the Company are available on the website of the Company and can be
accessed athttp://gufic.com/wp-content/uploads/202I/08/Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on Corporate Social Responsibility (''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 A” of this Report.

CONSERVATION OF ENERGY1. Steps taken by the Company or impact on conservation of energy

• Installation and Investment in energy-efficient equipment''s/machines and approaching towards utilization of Variable
Frequency Drive (VFD) to enable power consumption control;

• Installation of motion sensors for lighting load optimisation;

• Have Energy Management System in place;

• Installation of Steam Strap on main stream line to improve quality of steam;

• Treated high salt content in waste water system;

• Transition from CFL lights to LED lights which enables energy efficiency;

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

• Increasing the set point temperature of the Air Handling Units (AHUs) with an aim to save energy by reducing the
frequency of compressor operation;

• Setting-up water level controller systems which ensures conserving water and avoiding potential damage;

• Setting up timers on the streetlights located within the factory premises to enable automated control of lighting;

• Implemented a limit switch on the Air Curtain to cease constant energy consumption during its operation;

• Utilizing an Online Energy Monitoring System to track daily consumption, enabling analysis and reduction of excess power
use by comparing it with production levels;

• Energy audit undertaken by an external agency at the factory premises situated at Navsari, Gujarat and actionable steps
have been taken in accordance with the audit results.

2. Steps taken for utilizing alternate source of energy

• 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.

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

• Utilizing DG sets as an alternative power sources which helps during power interruptions.

3. Capital investment on energy conservation equipment

During the year under review, the Company has not made any specific capital investment on energy conservation.
TECHNOLOGY ABSORPTION

(I) Efforts made towards technology absorption

a. Updating and improving the processes and systems used for existing products;

b. Developing and introducing new technologies for enhancing efficacy, bio-availability and the potency of the existing as
well as new products;

c. Developing and launching new drug delivery systems with a special focus on Lyophilized products;

d. Development and launch of dermatological formulations for moisturisation, anti-pigmentation, anti-aging, sun
protection products etc.;

e. Strategic collaborations with other independent teams for introducing new products and technologies;

f. Ensuring the quality of Research work by In-house Quality Assurance Team;

g. Filed multiple Process Patents for many life - saving drug injections, Stability testing of the current as well as new products
with a focus on quality and bio-availability;

h. Development and scale-up of new formulations for existing and newer active drug substances using innovative and
advanced processing equipment.

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

a) Successfully launched 20 Generic products in the market in the financial year 2022-23;

b) About 10 products are poised for commercialisation;

c) About 22 New products are in projection and development of many products is already initiated;

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

(IV) The expenditure incurred on Research and Development

Particulars	2022-23	2021-22
Capital Expenditure	214.17	264.49
Revenue Expenditure	515.59	442.86
Total	729.76	707.35

FOREIGN EXCHANGE EARNINGS AND OUT-GO

Particulars	2022-23	2021-22
Earnings in foreign currency	8603.22	7315.63
Out-go in foreign currency	27,156.19	23,003.95

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 exist 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. 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
ensure a robust risk management framework is in place.

The Company takes a proactive approach to risk mitigation, systematically addressing major risks through appropriate actions
and measures. This continuous effort fosters a resilient and secure environment.

The risk management policy adopted by the Company can be accessed on the Company''s website at http://gufic.com/wp-
content/uploads/2016/08/Risk-Management-Policy-2017-18.pdf

The details of the membership of Risk Management Committee and its meeting held during the Financial Year 2022-23 is
mentioned in the Corporate Governance Report, which forms part of this 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 - B”
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 details of the policy are made
available on the website of the Company at the link: ttp://gufic.com/wp-content/uploads/20l6/08/WHISTLE_BLOWER_POLICY.pdf
The policy is reviewed by the Audit Committee from time to time.

It is affirmed that during the financial year 2022-23, 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 REPORTa) Statutory Auditor

M/s. Mittal Agarwal & Co., Chartered Accountant (FRN: I3I025W) were appointed as the Statutory Auditors of the
Company by the Shareholders at the 36^th AGM of the Company to hold office for a period of 5 (five) consecutive years
commencing from the conclusion of the 36^th AGM until the conclusion of 41^st 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.

Auditor''s 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 2022-23. The Notes on financial statements referred to in
Auditor''s 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 2023-24 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-enactment(s) 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 31,2024. 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 ratification
by members for their remuneration, forms part of the Notice convening 39^th 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 31,2022, was filed by the Company with the
Central Government on September 30, 2022. The Cost Auditors'' Report for the financial year 2021-22 does not contain
any qualification, reservation or adverse remark. The Cost Audit Report for the year ended March 31,2023 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 2022-23.

The Secretarial Audit Report for the year 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 - C''.

The Annual Secretarial Compliance Report for the financial year ended March 31,2023, 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) within 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 and Mrs. Saroj R. Kirdolia, Chartered
Accountant has been appointed as the Chief Internal Auditor for the financial year 2023-24.

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 31,2023 is available on the
Company''s website at : http://gufic.com/Notice/Form%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

Regulation 34 of the SEBI Listing Regulations mandates the inclusion of the Business Responsibility and Sustainability
Report (BRSR) as part of the Annual Report for the top 1,000 listed entities based on market capitalization.
Accordingly, BRSR forms part of this Annual Report and the same is also available on the website of the Company at
https://gufic.com/media/investors/annual-reports/

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.

Corporate Governance Report 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 31,2023 forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance towards sexual harassment at the workplace. Your Company is committed to fostering a
secure, supportive and healthy working environment that empowers employees to work without any concerns about
prejudice or gender bias.

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment of women at workplaces in
accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH")
and Rules framed thereunder. The policy has set guidelines on the redressal and enquiry process that is to be followed by
complainants and the Internal Complaints Committee ("ICC”), whilst dealing with issues related to sexual harassment at the
work place. All employees (permanent, temporary, contractual and trainees) are covered under this policy. Training /
Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

During the year under review, no complaints pertaining to sexual harassment was received by the Company. The Company has
submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

GREEN INITIATIVE

As a responsible Corporate Citizen, the Company welcomes and supports 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.

Shareholders who have not registered their e-mail addresses so far are requested to do the same and become a part of the
initiative and contribute towards a Greener environment.

HUMAN RESOURCES

The Company believes that human resources are the valuable assets and we are committed to provide work environment
which is safe, diverse, inclusive and full of growth opportunities. The Company take utmost care while recruiting quality
resources.

The Company provides opportunities for employees to enhance their skills and knowledge through various training programs,
workshops which fosters career growth and satisfaction. Your Company maintains the highest standards of health and safety in
all its plants and facilities.

Industrial relations remained cordial throughout the year. The Company has strengthened its focus on overall well-being of the
employees.

PREVENTION OF INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations”), as amended from time to time, the
Company 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”) in line with the provisions of PIT
Regulations.

The aforementioned Codes can be accessed at the following web link:

Code of Conduct: http://gufic.com/wp-content/uploads/2020/06/Conduct-for%20Insider%20Trading.pdf
Code of Fair Disclosure:

http://gufic.com/wp-content/uploads/20l6/08/Code%20of%20Fair%20Disclosure%20and%20determination%20of%20Legitimate%20Purpose.pdf

These Codes lays down the obligations and responsibilities of Designated Persons, maintenance of the structured digital
database, procedure for pre clearance, mechanism for preventing insider trading and handling of Unpublished Price Sensitive
Information (UPSI), disclosure of UPSI for legitimate purposes, consequences of violation etc. The Company periodically
educates the Designated Person about the Code of Conduct. The Company has also maintained Structured Digital Database
(SDD) to ensure compliance with the statutory requirements.

In line with the PIT regulations, Directors and Designated Persons are not permitted to deal in shares of the Company while in
possession of UPSI in relation to the Company and during the period when the Trading Window is closed. The Company has
also formulated a policy on inquiry in case of leak of UPSI.

Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance
with the Code from all the designated persons.

CREDIT RATING

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

OTHER DISCLOSURES

During the year under review:

a. no application has been made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
Hence, the requirement of disclosing the details of application and proceedings 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 onetime
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 Board''s Report of the Company.

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

e. the securities of the Company were not suspended.

ACKNOWLEDGEMENTS

Your Directors fully acknowledge the exemplary contribution made by every employee of Gufic at all levels for achieving
business goals. Their dedicated efforts and enthusiasm have been pivotal to enable the Company to navigate this period with
confidence. The Board of Directors would also like to thank all stakeholders for the continued confidence and trust placed by
them with the Company.

Your Directors take this opportunity to express their sincere appreciation for the support and co-operation extended by the
stakeholders, medical professionals, customers, bankers, financial institutions, government authorities and other business
associates. We look forward to continued support of all these partners in our journey of progress.

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

Sd/-

Jayesh P Choksi

^{Place: Mumbai} Chairman & Managing Director

Date: August!!, 2023 DIN: 00001729

---

Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 34^th Annual Report of the Company and the Standalone Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL SUMMARY :

The financial performance of the Company, for the year ended March 31, 2018 is summarized below :

Rs. in Lakhs

Particulars	2017-18	2016-17
Total Revenue	30,706.26	26,185.80
Total Expenses	27,911.07	24,749.06
Profit Before Interest, Tax, Depreciation and Amortization (PBITDA)	4268.96	2439.06
Profit After Tax	1602.17	902.08
Other Comprehensive Income	(2.10)	(1.02)
Total Comprehensive Income	1600.07	901.06
Transfer to General Reserve	134.71	134.71
Earnings Per Share (EPS)	2.07	1.17

The above Table gives the Standalone financial highlights of the Company based on Ind AS for the financial year 2017-2018 as compared to the previous financial year.

PERFORMANCE REVIEW:

The Company’s total revenue for the year was Rs.30,706.26 lakhs as compared to Rs.26,185.80 lakhs in the previous year thus making an increase of about 17.26%.

During the year under review, the Net Profit of the Company also increased to Rs.1602.17 lakhs as against Rs. 902.08 lakhs in the previous year, thus marking a growth of about 77.61%. The increase in the Net Profit is mainly due to the increase in the operational revenue of the Company in the financial year 2017-18.

The Company has also progressed in the export market by making a growth of about 20.81 %, however its main focus lies with the Domestic market, which has shown a significant progress in the last three quarters of the financial year 2017-18 after the GST impact in its very first quarter.

TRANSFER TO RESERVES:

During the financial year 2017-18, Rs.134.71 lakhs was transferred to General Reserve.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Re. 0.05/- (5%) on every equity share of Re. 1/- for the financial year ended March 31, 2018. The dividend if approved at the 34^th Annual General Meeting (AGM), will be paid to those shareholders whose name appear on the Register of Members of the Company as of end of the cut off date as specified in the Notice to the AGM.

The dividend payout for the year under review has been formulated in accordance with the Company’s policy to pay sustainable dividend linked with long term growth objectives of the Company to be met by internal cash accruals.

SCHEME OF AMALGAMATION

The Board of Directors at its meeting held on November 24, 2016 had approved the Scheme of Amalgamation of Gufic Stridden Bio-Pharma Private Limited (“Transferor Company”) with Gufic Biosciences Limited (“Transferee Company”) and their respective shareholders and creditors (“Scheme of Amalgamation”).

The Scheme was approved by the shareholders on May 28, 2018. Further, all the Regulatory authorities viz. ROC, Regional Director and Official Liquidator shall submit their report to National Company Law Tribunal (NCLT), Mumbai bench after which matter shall be heard by NCLT.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs.773.50 Lakhs. During the year under review, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs.367.12 lakhs. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments covered under section 186 of the Companies act, 2013 have been disclosed in the Notes to the financial statements forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit team together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee of the Company following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

The Statutory Auditor of the Company has reported on the internal financial reporting system in Annexure B to the Independent Auditors’ Report, which forms part of this Report. They have reported that the Company has maintained in all material respects except few material weaknesses, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2018, based on the criteria established by the Company considering the essential components of internal control stated in the Guidance Note of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company is putting its best efforts to get in place an adequate internal financial control framework without any material weaknesses.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Your Company understands its responsibilities as a Corporate citizen and strives to fulfill the same. In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee & the meetings held for the financial year 2017-18 are detailed in the Corporate Governance Report, forming part of this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the web link: http://gufic.com/wp-content/uploads/20l6/09/corporate-social-responsibilitypolicy.pdf

The details of the CSR activities undertaken by the Company during the year under review, is annexed to this report as “Annexure A”.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited situated at P J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited situated at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051, bearing Scrip Code GUFICBIO. The listing fees for the year 2018-19 has already been paid by the Company.

CONSERVATION OF ENERGY:

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

a. Ensured that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b. In place an Online Energy Monitoring System to monitor day to day energy consumption and taking the remedial steps accordingly.

c. Replaced Conventional CFL lights with LED lights in phased manner. Primarily all new purchases of lights are done of LED lights.

d. Provided PRV (Pressure Reducing Valve) & Steam trap Valve wherever required to reduce excess consumption of steam and also improved quality of the steam by removing moistures from the line.

e. Involved in water recycling projects to reduce consumption of waters

f. Utilized of energy efficient motors.

g. Replaced old plant steam lines with new ones to stop steam losses, as and when required.

h. Utilized chilled water system

i. Treated high salt content in waste water system

j. Installed Variable Speed Drive (VSD) technology for HVAC to reduce power consumption and improve quality of air in the surroundings for preventing air contamination.

2. Steps taken for utilizing alternate source of energy

a. Used Biomass Briquettes instead of conventional fuels

b. Used Generator for procuring electric power through open access power

3. Capital investment on energy conservation equipment:

The Company has spent approximately 125 lakhs for conservation of energy in the financial year 2017-18

TECHNOLOGY ABSORPTION:

(i) Efforts made towards technology absorption;

The company has a full-fledged R&D division continuously engaged in research on new products and process improvement on existing products as part of continuous improvement As a part of technology absorption and adoption, once technology is developed for a product, it is tested in its plant and then the commercialization of the product commences. In the financial year 2017-18, the Company inter alia developed patient friendly formulations for the convenience of the patients, developed Oral dosage form like tablets and capsules. R&D is also engaged in development of External preparation and major parenteral products using new molecules.

(ii) the benefits derived as a Result of R & D :

- Twenty New Products were launched

- Two New Patents were Granted

- Continuous Improvisation on the Quality of the Product

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year);

(iv) the expenditure incurred on Research and Development : 528.82 lakhs

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Earnings in foreign currency: Rs.1794.15 lakhs Out-go in foreign currency: Rs.76.74 lakhs

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Shrirang V Vaidya (DIN: 03618800) was appointed as an Additional Independent Director of the Company effective from February 12, 2018 by the Board of Directors of the Company, who holds office upto the date of the ensuing Annual General Meeting of the Company. The Board recommends appointment of Mr. Vaidya as an Independent Director of the Company for a term of three years w.e.f February 12, 2018 by the shareholders at the forthcoming 34^th Annual General Meeting of the Company.

The Board of Directors at its Meeting held on May 29, 2018 have appointed Mr. Balram Singh (DIN : 06918085) as an Additional Non-Executive Non-Independent Director of the Company for a term of three years with immediate effect, subject to the approval of the shareholder at the ensuing Annual General Meeting. The Board recommends his appointment.

In accordance with the provisions of the Section 152(6) of the Companies Act, 2013 read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Pranav J. Choksi (DIN 00001731), Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in the circumstances which may affect their status as Independent Director during the year under review.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS :

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors in the Company.

The Company continued with its Independent directors’ familiarization programme for familiarizing them with company’s operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them.

The details of the familiarization programme imparted to Independent Directors have been put on the website of the Company. The link can be accessed at http://gufic.com/wpcontent/uploads/2016/18/Familarisation%20 programme%20for%20Independent%20Directors%202017-18.pdf

BOARD EVALUATION

The Board of Directors have laid down the manner for carrying out an annual evaluation of its own performance, its various Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”).

An annual evaluation was carried out by the Board of its own performance as also of its Committees and individual Directors. The evaluation was done by the Board after seeking inputs from all Directors, inter-alia covering different aspects viz. composition and structure of the Board, attendance including participation of the Directors at the Board and Committee meetings, observance of governance, quality of deliberations and effectiveness of the procedures adopted by the Board. In compliance with Regulation 17(10) of the SEBI Listing Regulations, the Board carried out performance evaluation of Independent Directors without the participation of the Director being evaluated.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated.

AUDIT COMMITTEE

The composition of the Audit Committee of the Company is in compliance with the provisions of Section 177(8) of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The functions performed by the Audit Committee, details of meetings held and attendances thereat are given in the Corporate Governance Report, which forms part of this Annual Report. The Board have accepted all the recommendations made by the Audit Committee.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013, SEBI Listing Regulations or other applicable laws in force. The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors & Senior Management. The details of the criteria laid down for appointment of the Directors of the Company and the Policy on Remuneration of Directors is disclosed in the Corporate Governance Report, which forms a part of this Report.

MEETINGS

During the year under review, six Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report, which forms part of this Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013 your Directors confirm: -

a. that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that they had selected such accounting policies and applied them consistently and made judgments 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, 2018 and of the profit of your Company for that year;

c. that they have taken proper and sufficient care 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. that the annual financial statements have been prepared on a going concern basis;

e. that they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS:

In lines with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at the link: http://gufic.com/wp-content/uploads/2016/08/POLICY-ON-RELATED-PARTY-TRANSACTION.pdf

Prior omnibus approval was obtained for Related Party Transactions from Audit Committee at the beginning of the financial year for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions were placed before the Audit Committee for review and approval.

The related party transactions entered into by the Company for the financial year 2017-18, are well within the limits as approved by the Audit Committee of the Company at its duly convened Audit Committee Meeting and the Members at the last Annual General Meeting of the Company held on September 05, 2017.

All related party transactions that were entered into during the financial year under review were at arm’s length basis and in the ordinary course of the business. There were no materially significant related party transactions entered into by the company with its Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form No. AOC - 2, as Annexure ‘B’ to this Report.

SUBSIDIARY / JOINT VENTURE /ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate company. Hence, the statement in Form AOC-1 is not applicable to the Company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website www.gufic.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism policy i.e. Whistle Blower Policy that enables the Directors and employees to report genuine concerns, unethical behavior, irregularities, if any, that would adversely affect the operation of the Company. The vigil mechanism provides for direct access to the Chairperson of the Audit Committee. The details of the policy is made available on the website of the Company i.e. www.gufic.com

The Vigil Mechanism Policy provides for (a) adequate safeguards against victimization of persons and (b) direct access to the Chairperson of the Audit Committee of the Company in appropriate or exceptional cases.

During the year under review, the Company did not receive any complaint against any Director or Senior Management Officials.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code can be accessed on the website of the Company at the web link : http://gufic.com/wp-content/uploads/20l6/08/code-of-Conduct-Insider-Trading.pdf.

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

a. STATUTORY AUDITOR:

Messrs. S H R & Co., Chartered Accountants, (FRN: I2049IW) Mumbai, were appointed as the Statutory Auditor of the Company for a period of five years at the 30^th Annual General Meeting of the Members of the Company. In terms of provisions of Section 139 (I) of the Companies Act, 2013, the continuation of their appointment as Statutory Auditors to audit the financials of the Company for the financial year 2018-19 shall be subject to ratification by the Members at the ensuing Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 of 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 Chartered Accountants of I ndia. The Board recommends the ratification of their appointment as Statutory Auditor.

b. COST AUDITOR :

Pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records And Audit) Amendment Rules, 2014, the Company is required to appoint a Cost Auditor. to audit the cost records maintained by the Company. The Board, has on recommendation of Audit Committee, appointed M/s. Kale & Associates, Cost Accountants, Mumbai, (Firm Registration No. 101144) to audit the cost records of the Company for the financial year ending March 31, 2018. As required under the said Act and the Rules made thereunder, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s. Kale & Associates is included in the Notice convening 34^th Annual General Meeting.

In compliance with Section 148(6) of the Companies Act, 2013 and Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report, in Form CRA - 4 (XBRL mode), for the year ended March 31, 2017, was filed with the Ministry of Corporate Affairs on December 26, 2017.

c. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Gajanan D. Athavale, a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit report is annexed herewith as “Annexure - C”

d. INTERNAL AUDITOR :

The Board of Directors of the Company on the recommendation of the Audit Committee of the Company has appointed M/s. Mittal Agarwal & Co., Chartered Accountants (Firm Registration No. 0I3I025W) as an Internal Auditor of the Company for the financial year 20I8-I9.

During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section I43(I2) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The explanation to the observation made in the Auditors’ Report and the Secretarial Audit Report are as below as per Section 134 of the Companies Act, 2013.

1. INDEPENDENT AUDIT REPORT :

a. With reference to point no. 4(a) of Independent Auditor’s Report:- The Company have implemented Pharma Cloud, a new ERP system in line with the Goods & Services Act, which came in force from July 01, 2018. There is no major impact, due to any pending reconciliation.

b. With reference to point no. 4(b) of Independent Auditors’ Report : The Company states that it has physical inventory of Rs. 10,091.51 lakhs as at March 31, 2018, of Raw Material, Packing Material, Work in Progress, Finished Goods and Stock in transit. The internal auditors of the Company M/s. Mittal Agarwal & Company, Chartered Accountants have physically verified inventories of raw materials, packing material, finished goods, work in progress goods and stock in trade, for which a physical verification certificate has also been issued by them.

c. With reference to point no. 4(c) of Independent Auditors’ Report: The Company has unearthed the fraud committed by one of its marketing employee along with his accomplice who has misappropriated amount of Rs. 124.04 lakhs in the financial year 2014-15. The Company has taken strict legal action against the employee as well as the accomplice. The case is still pending before the Court of law. The Company is expecting to recover the amount from the employee and his accomplice and hence in view of the management no provision is required.

d. With reference to point no. 4(d) of Independent Auditors’ Report : The company is in the process of seeking confirmation and its reconciliation with the books of accounts of the balances in Trade Receivable, loans & advances, Employee Advance, Trade Payable and Security and Trade Deposits from Agents and Stockiest. It is an ongoing exercise and the company will make necessary provision on completion of the process.

e. With reference to point no. 4(e) of Independent Auditors’ Report : As the GST return - 3B report generated by the ERP system is accurate, there is no major impact, due to pending reconciliation.

2. SECRETARIAL AUDIT REPORT :

a. With regards to the unspent amount towards CSR activity, the explanation is provided in Annexure A to the Board’s Report.

b. With regards to the compliances with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules notified thereunder, the Company is in the process to implement the law in its entirety.

c. With regards to system and process to monitor and ensure compliance with the applicable laws/rules/regulations etc, the Company on a continuous basis strive to strengthen the system to have timely compliance with the applicable laws/rules/regulations.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ‘Annexure D”.

GREEN INITIATIVE :

The Ministry of Corporate affairs had taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

Your Company appeals to all its shareholders, who are yet to register your e-mail addresses that they take necessary steps for registering the same to become a part of the initiative and contribute towards a Greener environment.

BUSINESS RISK MANAGEMENT:

Your Company has adopted a risk management policy for identification, evaluation and mitigation of business risk and threats. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Various risk traced by the Company during the financial year 2017-18, were minimized to its best. The risk management policy adopted by the Company can accessed on the Company’s website at the link : http://gufic.com/wp-content/uploads/20l6/08/Risk-Management-Policy-20l7-l8.pdf

HUMAN RESOURCES:

At Gufic, we value our employees and believe that they are the valuable assets of the Company and play a crucial role in the success and overall growth of the Company.

Your Company ensures strategic alignment of Human Resource practices to business priorities and objectives.

In today’s competitive business world, attracting and retaining skilled employees have become difficult. Your Company has managed to retain many professional and skilled employees due to the work culture and environment adopted by the Company. Your Company continued to conduct various employee benefit, recreational and team building programs, social gatherings to foster team spirit.

During the year under review, the employees’ strength of your Company increased to 1060 as compared to 1023, in the previous year.

Your Directors would also like to take this opportunity to express their appreciation for the hard work and commitment of the employees of the Company and looks forward for the sustained relationship between the Company and the employees.

On the Industrial front, your Company enjoyed cordial relationship with workers and employees at all levels.

PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Act read with Rule 5[l] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is given in “Annexure- E”.

Further, the information as required under Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Corporate office of the Company and pursuant to the proviso to Section 136 (1) of the Act, the report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Corporate office address of the Company.

CORPORATE GOVERNANCE:

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company’s governance practices are described separately in this annual report. Mr. Deep Shroff, partner of M/s. S H R & Co., Chartered Accountant (FRN: I2049IW) has issued Auditors’ Report on Corporate Governance on Company’s compliance with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. This certificate forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management discussion and analysis report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has zero tolerance towards sexual harassment at work place and adhere to the safety of the women employees at the Company. Your Company believes in providing opportunity and key position to women professionals. It is the continuous endeavor of the Board of Directors to create a discrimination and harassment free environment for all its employees.

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, no complaints were received by any employee of the Company pertaining to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards I & 2 as amended from time to time issued by the Institute of Company Secretaries Of India.

ACKNOWLEDGMENTS

Your Company and its Directors wish to extend their sincerest thanks to all its employees, stakeholders, medical professionals, clients, business partners, bankers, governments and other statutory authorities at all levels for their continuous co-operation and assistance.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Place: Mumbai For and on behalf of the Board of Directors

Date: 29^th May, 2018 Jayesh Choksi

Chairman & Managing Director

DIN 00001729

---

Mar 31, 2015

The Directors have pleasure in presenting the 31st Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY : Rs. in Lacs

Particulars 2014-15 2013-14

Total Revenues 15212.32 12363.65

Profit Before Interest, Depreciation and Tax (PBIDT) 1446.69 1265.68

Interest 446.08 391.57

Depreciation 385.21 246.77

Profit Before Tax (PBT) 652.59 627.34

Provision for Tax 278.61 151.00

Excess Provisions Written Back 7.08 42.90

Provision for Deferred Taxation (48.84) 7.01

Profit After Tax (PAT) 415.74 426.43

Surplus Brought Forward 1700.16 1318.68

Balance Available for Appropriation 2115.90 1745.11

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 7.87 6.27

Transfer to General Res. 280.07 --

Surplus Carried Forward 1789.28 1700.16

FINANCIAL HIGHLIGHTS :

During the year under review the sales increased to Rs.. 15212.32 Lacs in comparison to previous year's Rs.. 12363.65 Lacs an increased of 23.04%. PBIDT increased by 14.30% and PBT increased by 4.02% PAT decreased by 2.50%.

DIVIDEND :

The Directors are pleased to recommend a Dividend of 5 % per equity share of Re.1 each for the financial year ended 31st March 2015.

The dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.. 773.50 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs.. 620.63 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has given corporate guarantees covered under the provisions of section 186 of the Companies Act, 2013. The terms and conditions whereof are not prejudicial to the interest of the company. The details of the investments made by company is given in the notes to the financial statements and under point no. X of annexure to Auditors report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas an thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company has not contributed funds for the year ended march 31st, 2015. But Company has started contributing funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid from May, 2015. The contributions in this regard have been made to the registered trust which is undertaking these schemes. And company will also undertake schemes of distributing food to the poor directly as part of the CSR initiative.

The Annual Report on CSR activities is annexed herewith as: Annexure A

LISTING :

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2015-2016 has already been paid by the Company.

CONSERVATION OF ENERGY:

a. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b. No specific investment has been made in reduction in energy consumption.

c. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(B) CONSUMPTION PER UNIT OF PRODUCTION

Since the Company manufactures several formulations and bulk drugs in the same factory it is not practical to Apportion consumption of Electricity and Furnace Oil to unit of Product.

TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Foreign Exchanges earing amounted to Rs.. 1,175.48 lacs and for the previous year it was Rs.. 922.88 lacs and the total foreign exchange outgo amounted to Rs.. 124.63 lacs and for the previous year it was Rs.. 32.99 lacs. Increase in Foreign exchange outgo is mainly due to expense incurred for registration of products and related legal expenses

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS :

Tenure of Mr. Jayesh P. Choksi, Managing Director and Mr. Pranav Choksi, Executive Director has been expired on March 31, 2015. The Board recommend re-appointment of Mr. Jayesh P. Choksi as Chairman and Managing Director and Mr. Pranav Choksi as wholetime Director of the company for next 5 years subject to the approval of Shareholder and resolution for re-appointment of Mr. Jayesh P. Choksi as Chairman and Managing Director and Mr. Pranav Choksi as Wholetime Director is incorporated in the notice of 31st Annual General Meeting of the company.

Mr. Jayesh P. Choksi retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment Mr. Khantilal N. Sanghavi, an independent director and Mr. M. G. Dhapalapur, Executive Director submitted resignation to the Board on August 27th, 2014 and November 13th, 2014 respectively due to health issues related to age. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Khantilal N. Sanghavi and Mr. M. G. Dhapalapur towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes Mr. M. G. Dhapalapur a long and healthy life.

Further as per section 152, 161 including any statutory modification (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company is required to appoint a Woman Director on the board of the Company. Ms. Hemal Desai has been appointed as Additional Director w.e.f 13th November 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Ms. Hemal Desai offered herself to be appointed as the Executive whole - time Director of your Company.

The details of training and familiarization programmers and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employee's forms part of Corporate Governance Report of this Annual Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis and forms part to the Notes to Accounts in Note No. 31

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure B to the Board's report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary. Accordingly, the disclosure in Form AOC 1 is not applicable

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.guficbio.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected be haviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon explanation to the same are as below as per Section 134 of the Companies Act, 2013.

With refer to point no. 6 of Independent Auditor's Report company has unearthed the fraud committed by one of its marketing employee who has misappropriated amount of Rs.. 123.80 lacs from that Rs.. 22.50 Lacs has been recovered and management has taken necessary steps including legal action and is hopeful of recovering the said amount. Accordingly it has been shown the amount of Rs..123.80 Lacs under the head other non-Current Assets (other).

With refer to point no. 7 of Independent Auditor's Report:-

1. Advances and Debts recoverability is a common feature of any running business. The amount mentioned in 5(a)(I) keeps varying depending on the strategies adopted for the year for growth of company as a whole.

2. However, management is confident of recoverability of such debts and advances and the same are good and recoverable in nature

3. Due to strong internal control management has been successful in reducing its debts less than 1 year from Rs.. 326.69 Lacs to Rs.. 151.48 Lacs.

With refer to point no. 12(h) (iii) of Independent Auditor's Report they was delay in transferring unpaid dividend of Rs.. 2 lakhs credited to said account in FY 2006-07 pertaining to financial year 2005-06, which was due to dispute with bank and same is resolved. And necessary action has been started.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non-filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are compiled to the fullest extent.

AUDITORS:

The Auditors S H R & Co., Chartered Accountants, Mumbai, who was appointment at 30th Annual General Meeting of the Members of the company for 5 Year. The re-appointment to be ratify at ensuring Annual General Meeting of the members of the company

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed CS Gajanan Athavale, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The detail information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure E".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors,

Place: Mumbai

Date: 29th May, 2015 Jayesh Choksi

Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL SUMMARY : Rs. in Lacs Particulars 2013-14 2012-13

Total Revenues 12363.65 10014.41

Profit Before Interest, Depreciation and Tax (PBIDT) 1265.68 1113.35

Interest 391.57 369.07

Depreciation 246.77 217.95

Profit Before Tax (PBT) 627.34 526.31

Provision for Tax 151.00 149.50

Excess Provisions Written Back 42.90 (9.30)

Provision for Deferred Taxation 7.01 53.19

Profit After Tax (PAT) 426.43 332.92

Surplus Brought Forward 1318.68 1030.71

Balance Available for Appropriation 1745.11 1363.63

Appropriations:

Dividend 38.68 38.68 Tax on Dividend 6.27 6.27 Transfer to General Res. - -

Surplus Carried Forward 1700.16 1318.68

FINANCIAL HIGHLIGHTS :

During the year under review the sales increased to Rs. 12363.65 Lacs in comparison to previous year''s Rs. 10014.41 Lacs an increased of 22.83%. PBIDT increased by 13.68% and PBT increased by 19.19% PAT increased by 28.08%.

DIVIDEND :

Please refer to Appendix No. I( As Attach)

LISTING :

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2014- 2015 has already been paid by the Company.

FIXED DEPOSITS :

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors'' confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed;

* Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profits of the Company for that period;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* The annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE REPORT

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practicesare described separately in this Annual Report. Your Company has obtained a certification from SHR & Co., Chartered Accountants on our compliance with Clause 49 of the ListingAgreement with Indian Stock Exchanges. This certificate is attachedto the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES :

The additional information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is given in annexure and forms part of this report.

PARTICULARS OF EMPLOYEES :

There are no employees whose information is required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS :

Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah are currently Non-Executive Independent Directors of the Company liable to retire by rotation. In view of the provisions of Sections 149 & 152 of the Companies Act, 2013 and amended clause 49 of the Listing Agreement, it is proposed to appoint Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah as Independent Directors under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, at the ensuing Annual General Meeting for a period of upto five years, not liable to retire by rotation. The Company has received notices in writing proposing for appointment of Mr. Sharat S. Gandhi, Mr. Ashok M. Tarale, and Mr. Jagdish D. Shah as Independent Directors.

Mr. Sheyas K. Patel who was appointed as additional director on the meeting held on August 27, 2014 it is proposed to appoint Mr. Sheyas K. Patel as Independent Directors under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, at the ensuing Annual General Meeting for a period of upto five years, not liable to retire by rotation. The Company has received notices in writing proposing for appointment of Mr. Shreyas K. Patel as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement

AUDITORS :

Your Company''s statutory auditors, M/s. SHR & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 and 141 of the Companies Act, 2013 and are eligible for reappointment. Audit Committee and the Board recommend their reappointment.

AUDITOR''S REPORT :

The remarks as contained in the Auditor''s Report read with Notes forming part of the accounts are self-explanatory.

GREEN INITIATIVE :

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances byCompanies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to theirrespective registered E-mail addresses. Your Company appeals to you, its shareholders, who are yet toregister your E-mail addresses that you take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

GRATITUDE AND ACKNOWLEDGMENTS :

Your Directors wish to thank all stakeholders, medical professionals, business partners, government, other statutory bodies, banks, financial institutions and shareholders for their assistance, co-operation and encouragement. Your Directors also place on record their sincere appreciation for significant contribution made by the employees at all levels through their dedication, hard work and commitment and look forward to their continued support and unstinting efforts in ensuring an excellent all round operational performance.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi Date : 30th May, 2014 Chairman & Managing Director

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL SUMMARY:

Rs.in Lacs Particulars 2012-13 2011-12

Total Revenues 10053.01 8393.28

Profit Before Interest, Depreciation and Tax (PBIDT) 1127.26 748.20

Interest 383.00 263.07

Depreciation 217.95 188.12

Profit Before Tax (PBT) 526.31 296.01

Provision for Tax 149.50 125.50

Excess Provisions Written Back (9.30) 29.18

Provision for Deferred Taxation 53.19 (10.38)

Profit After Tax (PAT) 332.92 152.71

Surplus Brought Forward 1030.71 922.95

Balance Available for Appropriation 1363.63 1075.66

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 6.27 6.27

Transfer to General Res.

Surplus Carried Forward 1318.68 1030.71

FINANCIAL HIGHLIGHTS:

During the year under review the sales increased to Rs. 10053.01 Lacs in comparison to previous year''s Rs. 8393.28 Lacs an increased of 19.77%. PBIDT increased by 50.66% and PBT increased by 77.80% PAT increased by 118.01%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs..1 each for the financial year ended 31st March 2013.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at P. J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2013- 2014 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors'' confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed;

Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profits of the Company for that period;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges is given as a separate statement, which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES:

There are no employees whose information is required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS:

As per the provisions of Companies Act, 1956 and Articles of Association, Mr. Ashok M. Tarale and Dr. M.G. Dhapalapur retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the continuous support received from your Company''s customers, its dealers and suppliers and from its bankers. Your directors also acknowledge with gratitude the encouragement and support extended by its valued shareholders.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi

Date: 30th May, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL SUMMARY:

Rs. in Lacs

Particulars 2011-12 2010-11

Total Revenues 8393.28 7162.77

Profit Before Interest, Depreciation and Tax (PBIDT) 748.20 608.28

Interest 263.07 190.58

Depreciation 188.12 180.66

Profit Before Tax (PBT) 296.01 237.04

Provision for Tax 125.50 60.41

Excess Provisions Written Back 29.18 1.69

Provision for Deferred Taxation (10.38) 28.54

Profit After Tax (PAT) 152.71 146.40

Surplus Brought Forward 922.95 821.65

Balance Available for Appropriation 1075.66 968.05

Appropriations:

Dividend 38.68 38.68

Tax on Dividend 6.27 6.42

Transfer to General Res. - -

Surplus Carried Forward 1030.71 922.95

FINANCIAL HIGHLIGHTS:

During the year under review the sales increased to Rs. 8393.28 Lacs in comparison to previous year's Rs. 7162.77 Lacs an increased of 17.18%. PBIDT increased by 23% and PBT increased by 25.30%. PAT increased by 4.30%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs..1 each for the financial year ended 31st March 2012.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at P J. Towers, Dalal Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2012- 2013 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors' confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profits of the Company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

Management Discussion and Analysis Report, as required under the Listing Agreements with the Stock Exchanges is given as a separate statement, which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOES:

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES:

There are no employees whose information is required to be given under Section 2I7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS:

As per the provisions of Companies Act, 1956 and Articles of Association, Mr. Sharat S. Gandhi and Mr. Pranav J. Choksi retires by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the continuous support received from your Company's customers, its dealers and suppliers and from its bankers. Your directors also acknowledge with gratitude the encouragement and support extended by its valued shareholders.

For and on behalf of the Board of Directors,

Place: Mumbai Jayesh Choksi

Date: 10th July, 2012 Chairman & Managing Director

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL SUMMARY:

Rs.in ,000

2010-11 2009-10

Sales and Other Income 718,965 633,321

Earnings Before Interest,

Depreciation and Tax 62,964 56,285

Amortisation (EBIDTA)

Interest 21,194 22,724

Depreciation 18,066 16,625

Profit Before Tax (PBT) 23,704 16,936

Provision for Tax 6,041 6,100

Short / (Excess) Tax

Provisions of Earlier Year 168 (1571)

Provision for Deferred

Taxation 2,854 129

Profit After Tax (PAT) 14,641 12,278

Surplus Brought Forward 82,165 74,397

Balance Available for Appropriation 96,805 86,674

Appropriations:

Dividend 3,868 3,868

Tax on dividend 642 642

Transfer to General Res - -

Surplus Carried Forward 92,295 82,165

FINANCIAL HIGHLIGHTS:

During the year under review the sales Increased to Rs.. 715783393 in comparison to previous year's Rs.. 628864052 reflecting an increase of 13.82%.. EBITA increased by 11.57% and PBT increased by 38.97 %. PAT increased by 19.25%.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs 1 each for the financial year ended 3l st March 20ll.

LISTING:

Your Company is listed with the Bombay Stock Exchange Limited at R J. Towers, Dalai Street, Mumbai 400 001, bearing Scrip Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 bearing Scrip Code GUFICBIO. The listing fees for the year 2011 - 2012 has already been paid by the Company.

FIXED DEPOSHS:

During the year under review, your Company has not accepted any deposits from the public.

DIRECTORS RESPONSIBILITY ST ATEMENT:

In terms of provisions of Section 2I7(2AA) of the Companies Act, your Directors' confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and air view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2010 and of the profits of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is annexed hereto.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

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

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

EMPLOYEES:

There are no employees drawing remuneration above the limits specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Dr. M.G. Dhapalapur, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Khantilal N. Sanghavi, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

COST EFFECT IVENESS AND EFFICIENCY:

The Board and Senior Management of the Company are committed to ensure efficiency and cost effectiveness. The Management is striving hard to improve yield and productivity of manufacturing and marketing processes. The Company is making highest possible efforts to maintain quality and therapeutic effectiveness of its products. Enterprise Resource Planning (ERP) system is effectively contributing for speedy and effective communication between different offices of the Company placed all over Country including Factory Premises and Administrative Office.

APPRECIATION:

Your Directors wish to place on record their appreciation of the dedication, commitment and contribution of all the stakeholders and employees of the Company.

For and on behalf of the Board of Directors

Jayesh P. Choksi Mumbai

Chairman & Managing Director 31 st August 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company, together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL SUMMARY: Rs in,000 2009-10 2008-09

Sales and Other Income 633,321 531,667

Earnings Before Interest, Depreciation and Tax 56,285 60,147 Amortisation (EBITA)

Interest 22,724 26,246

Depreciation 16,625 16,725

Profit Before Tax (PBT) 16,936 17,176

Provision for Tax 6,100 (2,320)

Fringe Benefit Tax - 956

Excess Provision Written Back (1,571) (7,414)

Provision for Deferred

Taxation 129 12,950

Profit After Tax (PAT) 12,278 8,364

Surplus Brought Frd. 74,397 70,558

Balance Available for Appropriation 86,674 78,921

Appropriations: Dividend Tax on dividend 3,868 3,868

Transfer to General Res. 642 657

Surplus Carried Forward 82,165 74,397



FINANCIAL HIGHLIGHT:

The total revenue of the Company grew by 19.12% to Rs 6333.21 lakhs. During the year under review the sales increasedfrom Rs 516,841 thousand in comparison to previous year to Rs 628,864 thousand an increase of 21.67 %. Reduction in sales of Chemical Segment and gradual loss in Agro Segments reflected and had their effects on total earning of the Company. EBITA reduced by 6.42%. PBT decreased by 1.42 %. PAT increased by 46.79.

DIVIDEND:

The Directors are pleased to recommend a Dividend of 5 % per equity share of Rs 1 each for the financial year ended 31st March 2010.

LISTING:

Your Company is listed with the Bombay Stock Exchange at P. J. Towers, Dalal Street, Mumbai 400 001, bearing script Code No. 509079 and with the National Stock Exchange of India Limited at Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 bearing script Code No. GUFICBIO. The listing fees for the year 2010- 2011 has already been paid by the Company.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies Act, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and air view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profits of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is annexed hereto.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliances with the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto.

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

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

EMPLOYEES:

There are no employees drawing remuneration above the limits specified under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Ashok M. Tarale, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offer him for reappointment.

Mr. Pranav J. Choksi, Director of the Company, retires at the ensuing Annual General Meeting and offers him for appointment.

AUDITORS:

Comments given by the Auditors in their Audit Report when read together with the notes to Accounts are self explanatory and needs no further comments.

COST EFFECTIVENESS AND EFFICIENCY:

The board and Senior Management of the Company are committed to ensure efficiency and cost effectiveness. The Management is striving hard to improve yield and productivity of manufacturing and marketing processes. The Company is making highest possible efforts to maintain quality and therapeutic effectiveness of its products. Enterprises Resources Planning (ERP) system is effectively contributing for speedy and effective communication between different offices of the Company placed all over Country including Factory Premises, Administrative Office.

APPRECIATION:

Your Directors would like to place on record their sincere gratitude to the Shareholders, Bankers, Business Associates, Medical Professionals, Customers, Government, and other Regulatory Agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the staff members of GUFIC FAMILY and look forward to their continued support.

By order of the Board of Directors,

Jayesh P. Choksi Mumbai

Chairman & Managing Director 30th August 2010