Your Directors are pleased to present the Forty-Second Annual Report on the business and operations of your Company, along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
The Audited (Standalone & Consolidated) Financial Statements of your Company for the FY 2025-26, are prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The key highlights of financial performance of the Company, for the financial year ended March 31, 2026 is summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Total Revenue from Operations
|
94,047.53
|
81,980.60
|
94,400.66
|
81,980.60
|
|
Other Income
|
258.21
|
361.50
|
265.74
|
362.65
|
|
Total Income
|
94,305.74
|
82,342.10
|
94,666.40
|
82,343.25
|
|
Less: Expenses
|
79,012.86
|
68,341.01
|
79,267.10
|
68,370.54
|
|
Profit / (Loss) before Depreciation & Amortization, Finance Cost, exceptional item and tax
|
15,292.88
|
14,001.09
|
15,399.30
|
13,972.71
|
|
Less: Depreciation and Amortization expense
|
3,083.24
|
2,106.44
|
3,083.26
|
2,106.46
|
|
Less: Finance Costs
|
3,661.14
|
2,451.90
|
3,661.14
|
2,451.90
|
|
Profit / (Loss) before Exceptional items and Tax
|
8,548.50
|
9,442.75
|
8,654.90
|
9414.35
|
|
Add /(Less): Exceptional items
|
-
|
-
|
-
|
-
|
|
Profit / (Loss) before tax
|
8,548.50
|
9,442.75
|
8,654.90
|
9414.35
|
|
Less: Tax Expense: Current Tax
|
1,370.25
|
1,872.00
|
1,370.25
|
1,872.00
|
|
Deferred Tax
|
863.38
|
575.13
|
863.38
|
575.13
|
|
Short / (Excess) tax provision of earlier years
|
-
|
2.34
|
-
|
2.34
|
|
Profit / Loss for the year (1)
|
6,314.87
|
6,993.28
|
6,421.27
|
6,964.88
|
|
Less: Share of Profit/(Loss) transferred to Minority Interest
|
-
|
-
|
(0.20)
|
(0.08)
|
|
Other Comprehensive Income / (Loss) (2)
|
49.93
|
(12.77)
|
49.93
|
(12.77)
|
|
Total Comprehensive Income (1 2)
|
6,364.80
|
6,980.51
|
6,471.20
|
6,952.11
|
Note: Figures for the previous year have been regrouped/reclassified, wherever necessary, to conform to the current year's classification and presentation. Such regrouping/reclassification has no impact on the profit or net worth of the Company for the previous year.
FINANCIAL PERFORMANCE AND THE STATE OF COMPANY'S AFFAIRS
The Company's Revenue from Operations during Financial Year 2025-26 stood at ? 94,047.53 Lakhs on a Standalone basis, as compared to ? 81,980.60 Lakhs in the previous financial year. On a Consolidated basis, Revenue from Operations stood at ? 94,400.66 Lakhs, as compared to ? 81,980.60 Lakhs in the previous financial year.
Profit before Interest, Tax, Depreciation and Amortisation (EBITDA) for the year stood at ? 15,292.88 Lakhs on a Standalone basis, as against ? 14,001.09 Lakhs in the preceding year, with the Standalone EBITDA margin at 16.26%, as compared to 17.08% in FY 2024-25. On a Consolidated basis, EBITDA for the year stood at ? 15,399.30 Lakhs, as against ? 13,972.71 Lakhs in the preceding year, with the Consolidated EBITDA margin at 16.31%, as compared to 17.04% in FY 2024-25.
The Net Profit of the Company for the year under review stood at ? 6,314.87 Lakhs on a Standalone basis, as compared to ?6,993.28 Lakhs in the previous financial year. On a Consolidated basis, Net Profit for the year stood at ? 6,421.27 Lakhs, as compared to ? 6,964.88 Lakhs in the previous financial year. The profit for the year reflects the depreciation and finance costs attributable to the Company's Indore manufacturing facility, which is now fully capitalised and in commercial operation.
Overall, Financial Year 2025-26 was a year of growth and of transition to a substantially larger manufacturing base. The Company delivered double-digit revenue growth and higher EBITDA in absolute terms, while bringing its Indore facility into commercial operation, advancing product technology transfers, progressing a series of initiatives to improve working capital efficiency, and strengthening leadership across its key business verticals. Operating momentum built steadily through the year, and the fourth quarter of FY 2025-26 was the Company's strongest quarter to date in terms of both revenue and operating profitability in recent periods, supported by improving capacity utilisation, operating efficiencies and a broad- based contribution from across the business divisions.
The Indore manufacturing facility reached EBITDA breakeven in the fourth quarter of the financial year under review, an important milestone in its scale-up. Throughout the said period, the said facility made substantial progress on product technology transfers, regulatory approvals and customer on-boarding. The EU GMP audit of the facility was completed during the year under review and the Company awaits receipt of the certification. With qualification and validation now largely complete, the facility is well placed to contribute to the Company's revenue and profitability in the years ahead.
During the year under review, the domestic market accounted for 76.93% of the Company's turnover, while exports contributed 23.07% as against 20.17% in the previous financial year. Going forward, the Company aims to strengthen its presence in international markets and increase the share of revenue derived from exports.
The Audited Consolidated Financial Statements, together with the Independent Auditor's Report, form part of this Annual Report and include the financial statements of the Company and its subsidiaries, namely Gufic UK Limited, Veira Life FZE, Gufic Ireland Limited and Gufic Prime Private Limited.
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, your Directors have not proposed to transfer any amount to the General Reserve. DIVIDEND
The Board of Directors ("Board") has recommended a final dividend of ? 0.10 (10%) per Equity Share of face value ? 1/- each, fully paid-up, for the Financial Year ended March 31, 2026, in terms of Section 123 and other applicable provisions, if any, of the Act read with the Companies (Declaration and Payment of Dividend) Rules, 2014, and the applicable provisions of the SEBI Listing Regulations, subject to the approval of the Members at the ensuing 42nd Annual General Meeting ("AGM"). The total cash outflow on account of the said dividend would amount to ? 1,00,28,250.60/- (Rupees One Crore Twenty-Eight Thousand Two Hundred Fifty and Paise Sixty Only).
The Final dividend, if approved at the ensuing AGM, shall be paid within the prescribed statutory timelines to those Members whose names appear in the Register of Members / beneficial owners' records as on the record date. Pursuant to the provisions of the Income-tax Act, 2025, dividend income is taxable in the hands of shareholders and the Company shall deduct tax at source, as applicable.
The recommended dividend payout is in accordance with the Company's Dividend Distribution Policy formulated pursuant to Regulation 43A of the SEBI Listing Regulations, details of which are available on the website of the Company and can be accessed at http://gufic.com/wp-content/uploads/2021/08/dividend-distribution-policy.pdf
GUFIC BIOSCIENCES LIMITED EMPLOYEES STOCK OPTION PLAN 2023
In line with the Company's philosophy of fostering employee participation, rewarding performance and strengthening long¬ term value creation, your Company has implemented the Gufic Biosciences Limited Employees Stock Option Plan 2023 ("Gufic ESO P 2023") which was duly approved by the shareholders at the 39th AG M held on August 11, 2023.
The Scheme is administered by the Nomination and Remuneration Committee ("NRC") of the Board, designated as Compensation Committee ("Committee"), in accordance with the provisions of 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").
During the previous financial year 2024-25, the NRC had approved grant of 6,000 (Six Thousand) stock options to eligible employees under the Gufic ESOP 2023 Scheme. During the year under review, pursuant to the exercise of vested stock options by eligible employees, the Company allotted 5,000 (Five Thousand) equity shares of face value of ? 1/- each at an issue price of ? 2/- per equity share, including a premium of ? 1/- per equity share. Of the total options granted, the remaining 1,000 (One Thousand) options stood lapsed on account of cessation of employment of the concerned employee, in accordance with the terms of the Gufic ESOP 2023 Scheme.
During the financial year under review, there were no changes made to the Scheme and same is in compliance with Section 62 of the Act and applicable provisions of the SEBI SBEB & SE Regulations. The disclosures as required for the financial year ended March 31, 2026 are available on the website of the Company at this link https://gufic.com/Notice/Notice_42.pdf
The details of employee stock options granted, vested, exercised and lapsed under the Scheme are also disclosed in the Notes forming part of the Standalone Financial Statements in this Annual Report.
In compliance with the requirements of the SEBI SBEB Regulations, a Certificate from the Secretarial Auditors is obtained, confirming that the Scheme has been implemented in accordance with the SEBI SBEB Regulations and shareholders resolution and is uploaded on the website of the Company at this link https://gufic.com/Notice/SBEB_certificate_2025- 26.pdf. The Certificate will also be available for electronic inspection by the members during the AGM of the Company.
SHARE CAPITAL
During the year 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.
a) Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2026 was ? 85,75,00,000/- (Rupees Eighty-Five Crores And Seventy-Five Lakhs only) consisting of 10,52,00,000 equity shares of ? 1/- (Rupee One only) each, 75,22,66,610 9.5% Non-Cumulative, Non-Convertible Redeemable Preference Shares of ? 1/- (Rupee One only) each and 33,390 Unclassified Shares of ? 1/- (Rupee One only) each. During the year under review, there was no change in the Authorised Share Capital of the Company.
b) Issued, Subscribed and Paid-Up Capital
During the financial year under review, the Company allotted 5,000 (Five Thousand) equity shares of face value of ? 1/- each pursuant to the exercise of stock options by eligible employees under the Gufic ESOP 2023. The said equity shares were allotted at an issue price of ? 2/- per equity share, comprising a face value of ? 1/- and a securities premium of? 1/- per equity share.
Consequently, the issued, subscribed and paid-up share capital of the Company increased from ? 10,02,77,506/- (Rupees Ten Crores Two Lakhs Seventy-Seven Thousand Five Hundred and Six Only), comprising 10,02,77,506 equity shares of face value of ? 1/- each as at March 31, 2025, to ? 10,02,82,506/- (Rupees Ten Crores Two Lakhs Eighty Two Thousand Five Hundred and Six Only), comprising 10,02,82,506 equity shares of face value of ? 1/- each as at March 31, 2026.
The equity shares so allotted under the Gufic ESOP 2023 rank pari passu in all respects with the existing equity shares of the Company, including with respect to dividend and other rights attached thereto.
JOINT VENTURES, ASSOCIATES AND SUBSIDIARY COMPANIES
As on March 31, 2026, the Company had 1 (one) Indian Subsidiary and 3 (three) Foreign Wholly Owned Subsidiaries. The Company did not have any Joint Venture or Associate Company during the financial year under review. Further, during the year under review, no entity ceased to be a subsidiary, associate or joint venture of the Company.
Indian Subsidiary
Gufic Prime Private Limited (GPPL) was incorporated on November 18, 2023. As on March 31, 2026, GPPL had not commenced its commercial operations and is in the process of initiating the same.
During the year under review, pursuant to the rights issue of equity shares undertaken by GPPL, the Company subscribed to 5,12,000 equity shares of face value of ? 1/- each, aggregating to ? 5,12,000/-, and renounced its entitlement to 2,80,000 equity shares in favour of the other existing shareholder of GPPL. Accordingly, the Company was allotted 5,12,000 equity shares on July 14, 2025.
Pursuant to the aforesaid rights issue and allotment, the Company holds 6,00,000 equity shares of face value of ? 1/- each in GPPL, constituting 60% of the paid-up equity share capital of GPPL.
Foreign Wholly Owned Subsidiaries
As on March 31, 2026, the Company had the following 3 (three) foreign wholly owned subsidiaries:
|
Name of the Company
|
Country
|
Date of Incorporation
|
|
Gufic UK Limited (GUL)
|
United Kingdom
|
March 15, 2022
|
|
Gufic Ireland Limited (GIL)
|
Ireland
|
March 02, 2023
|
|
Veira Life FZE (VLF)
|
Dubai, UAE
|
March 25, 2024
|
During the year under review, the Company made an investment of Euro 1,000 towards the subscription of 1,000 fully paid-up ordinary shares of Euro 1 each in GIL by way of initial subscription to its share capital. The said shares were allotted on August 25, 2025.
As on March 31, 2026, GIL had not commenced its commercial operations and was primarily engaged in regulatory activities, including filing applications for marketing authorisations in various jurisdictions, which are under review by the respective regulatory authorities. GU L is also pursuing regulatory approvals, including applications for marketing authorisations, as part of its commercialisation strategy.
During the year under review, VLF successfully commenced its commercial operations and expanded its business across international markets.
Pursuant to the provisions of Section 129(3) of the Act, the Consolidated Financial Statements of the Company, comprising the financial statements of GPPL, GUL, GIL and VLF, forms part of this Annual Report. A statement containing the salient features of the financial statements of the Company's subsidiaries in the prescribed Form AOC-1 is annexed to this Report as Annexure "A".
As on March 31, 2026, 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 136(1) of the Act, the Annual Report of the Company, containing the standalone and the consolidated financial statements, has been placed on the website of the Company at https://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/
Members desirous in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at mgr_legal@guficbio.com / corporaterelations@guficbio.com
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(I) DIRECTORS
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. Pranav J. Choksi (DIN: 00001731), CEO & Whole Time Director of the Company, is liable to retire by rotation at the ensuing 42nd AGM and being eligible, has offered himself for re-appointment. The Board, on the recommendation of the N RC has recommended his re-appointment.
Re-appointment of Mr. Pankaj Gandhi (DIN: 00001858), Whole Time Director for a period of 5 years
The Board at its Meeting held on July 31, 2026 subject to the approval of the shareholders through special resolution, approved re-appointment of Mr. Pankaj Gandhi (DIN: 00001858) as a Whole Time Director for a period of 5 (five) years commencing from September 07, 2026 to September 06, 2031 (both days inclusive) on the terms and conditions mentioned in the Notice convening the 42nd AGM.
During the tenure of his proposed re-appointment, Mr. Pankaj Gandhi will attain the age of 70 years on June 15, 2029. Accordingly, pursuant to the provisions of Section 196(3)(a) and other applicable provisions of the Act, approval of the Members by way of Special Resolution will also be sought at the ensuing AGM for continuation of his appointment upon attaining the age of 70 years.
The disclosure as required under Regulation 36 of the 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
During the year under review, there were no changes in the Directors or Key Managerial Personnel of the Company.
POLICY ON APPOINTMENT, REMUNERATION AND BOARD DIVERSITY
The Company recognizes that a strong and balanced leadership framework is fundamental for effective corporate governance. Accordingly, the Company has formulated and adopted a Policy on Appointment and Remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") including evaluation of their performance in
accordance with the provisions of Section 178(3) of the Act read with the Rules framed thereunder and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations.
The Policy lays down the framework and criteria for selection, appointment, remuneration and evaluation of Directors, KMPs and SMPs including determination of qualifications, positive attributes, independence and diversity of board. The Policy empowers the NRC to ensure that remuneration practices are fair, performance-driven and aligned with the long-term interests of the Company and its stakeholders. Further, the policy on Board Diversity 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.
There were no changes to the aforesaid Policies during the year under review. The policies are available on the Company's website and can be accessed at the following links:
Policy on Criteria for Appointment of Directors, KMPs and Senior Management Personnel and Evaluation of their Performance:
http://gufic.com/wp-content/uploads/2016/08/AppointmentofDirectorsKMP201718.pdf Policy on Board Diversity:
https://gufic.com/wp-content/uploads/2016/08/POLICYONBOARDDIVERSITY.pdf
None of the Managing Director or Whole-time Director of the Company receives any remuneration or commission from any of the subsidiary companies. The requisite disclosures relating to managerial remuneration are provided in the Report on Corporate Governance forming part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder, as well as Regulation 16(1)(b) of the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors possess the requisite qualifications, skills, experience and expertise while upholding the highest standards of integrity and professionalism. They fully satisfy the conditions outlined in the Act and SEBI Listing Regulations and remain independent of the management.
The Independent Directors have also confirmed compliance with the provisions of Schedule IV of the Act relating to the Code for Independent Directors and the Company's Code of Conduct. They have further affirmed that they shall discharge their duties and responsibilities with integrity, independence and objective judgment in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may reasonably be anticipated that could impair or impact their ability to exercise independent judgement or discharge their duties without any external influence.
All the Independent Directors of the Company have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA") and have complied with the requirements relating to the online proficiency self¬ assessment test, wherever applicable.
Based on the disclosures and declarations received, none of the Independent Directors is disqualified from being appointed or continuing as a Director in terms of the Act or debarred from holding the office of director pursuant to any order of the Ministry of Corporate Affairs, SEBI or any other statutory authority.
The Independent Directors of the Company had no pecuniary relationship or transactions with the Company during the year under review, except for the payment of sitting fees for attending meeting of the Board and its Committees, the details of which are provided in the Corporate Governance Report forming part of this report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has in place a structured and ongoing Familiarization Programme for its Independent Directors in accordance with the requirements of Regulation 25(7) of the SEBI Listing Regulations. The Programme is designed to enable the Independent Directors to gain a comprehensive understanding of the Company's business, industry, operations, business model, strategic priorities, governance framework and the regulatory environment in which the Company operates, thereby facilitating their effective participation in the deliberations and decision-making process of the Board and its Committees.
At the time of appointment, every Independent Director is provided with an induction programme covering, inter alia, the Company's vision, values, governance framework, organisational structure, business operations and long term strategy. The Independent Directors are also periodically updated through presentations by the Senior Management and functional heads on the Company's operational and financial performance, strategic initiatives, regulatory developments, industry trends and other significant matters relevant to the Company's business.
The details of the Familiarization Programme conducted during the year under review have been uploaded on the Company's
website and are accessible at this link https://gufic.com/wp-content/uploads/2026/04/familiarisation-programme-2025- 26.pdf and are also set out in the Report on Corporate Governance, which forms part of this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of Sections 134(3)(p), 178 and Schedule IV of the Act read with Regulation 17(10) of the SEBI Listing Regulations, the annual performance evaluation of the Board of Directors, its Committees and individual Directors was carried out during the financial year under review in accordance with the evaluation framework and criteria prescribed under the Company's Policy on Criteria for Appointment of Directors, KMPs and Senior Management Personnel.
The NRC has formulated the criteria and framework for the performance evaluation process. Based on the outcome of the evaluation, the Board expressed satisfaction with the overall effectiveness of the Board, its Committees and individual Directors. The manner in which the annual performance evaluation has been carried out is provided in the Report on Corporate Governance, forming part of this Annual Report.
MEETINGS OF BOARD OF DIRECTORS
During the Financial Year 2025-26, 5 (five) meetings of the Board were convened and held in compliance with the provisions of Section 173 of the Act and applicable provisions of SEBI Listing Regulations and the Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India ("ICSI"). The details of the meetings of the Board along with other related information are furnished in the Report on Corporate Governance, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
As on March 31, 2026, the Board had constituted the following Committees for overseeing specific business operations, governance matters and such other responsibilities as may be delegated by the Board from time to time:
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 the composition of the aforesaid Committees, their terms of reference, the number of meetings held during the year under review and the attendance of the members thereat are provided in the Report on Corporate Governance, forming part of this Annual Report.
During the year under review, the Board has duly considered and accepted all the recommendations made by the aforementioned Committees. There has been no instance where the Board has not accepted any recommendation of any Committee during the year under review.
MEETING OF INDEPENDENT DIRECTORS
In terms of the requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on November 14, 2025, without the presence of Non-Independent Directors and members of the Management, inter alia, to review the performance of Non-Independent Directors, the Board as a whole, and the Chairperson of the Company. The details of the meeting held are included in the Report on Corporate Governance, which forms part of this Annual Report.
CODEOFCONDUCT
The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel ("Code") in accordance with the provisions of the Act and the SEBI Listing Regulations. During the year under review, the Board, at its meeting held on May 29, 2026, approved certain amendments to the Code to align it with the applicable statutory and regulatory requirements. The Code reinforces the Company's commitment to maintaining the highest standards of integrity, ethical business conduct, transparency, accountability and regulatory compliance.
All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Financial Year 2025-26. The declaration pursuant to Regulation 17(5) read with Schedule V of the SEBI Listing Regulations, duly signed by Mr. Pranav J. Choksi, Chief Executive Officer and Whole Time Director, forms part of the Corporate Governance Report forming part of this Annual Report.
The Code of Conduct is available on the website of the Company and can be accessed at :
https://gufic.com/wp-content/uploads/2025/02/code-of-conduct-for-directors-and-senior-management-personnel.pdf
Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors to the best of their knowledge, belief and based on the information and explanations made available to them hereby state and confirm that:-
a. in the preparation of the annual accounts for the financial year ended March 31, 2026, 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, 2026 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 established adequate internal control systems and internal financial controls commensurate with the size, scale and nature of its operations. The internal control framework is designed to safeguard the Company's assets against loss, unauthorised use or disposition, ensure that transactions are duly authorised, accurately recorded and reported, maintain the reliability of accounting records and financial information, and ensure compliance with applicable laws, regulations and internal policies.
The Internal Auditor conducts periodic audits and reviews in accordance with the approved internal audit plan. The observations and recommendations arising from such audits are reviewed by the Audit Committee from time to time, and suitable actions are taken wherever considered necessary.
The Audit Committee periodically reviews the adequacy and effectiveness of the internal control systems, internal audit findings, compliance status, and implementation of corrective actions, wherever required.
The Statutory Auditors of the Company have also reviewed and evaluated the Internal Financial Controls over financial reporting as required under Section 143(3)(I) of the Act.
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
Your Company has not accepted any deposits falling within the ambit of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 made thereunder. Accordingly, there were no deposits which remained unpaid or unclaimed as at March 31, 2026 and there was no default in repayment of deposits or payment of interest thereon during the year. Further, there were no deposits which were not in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act are disclosed in the standalone financial statements forming part of this Annual Report. All such transactions were within the overall limits prescribed under the provisions of Section 186 of the Act.
TRANSFER OF UNCLAIMED DIVIDEND / UNPAID SHARES DUE FOR REFUND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends remaining unpaid or unclaimed for a period of seven (7) consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF"), along with the corresponding equity shares in respect of which such dividends remain unclaimed.
|
Particulars
|
Details
|
|
Unpaid / Unclaimed Dividend transferred to IEPF
|
? 23,293/-
|
|
Equity Shares transferred to IEPF
|
37,703 Equity Shares
|
The Company has issued individual notices to the concerned shareholders whose equity shares are due for transfer to the IEPF during the financial year 2026-27, requesting them to claim their unpaid dividend on or before October 30, 2026, failing which the corresponding equity shares shall be transferred to the IEPF in accordance with the applicable provisions of the Act and the IEPF Rules. Details of unclaimed dividends and shareholders whose shares are liable to be transferred to IEPF, are uploaded on the website of the Company at this link
https://gufic.com/Notice/List%20of%20Shareholders%20IEPF%202025-26.pdf RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year under review were in the ordinary course of business, on an arm's length basis and in compliance with the provisions of the Act, the Rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.
All related party transactions were placed before the Audit Committee for its prior approval. Omnibus approvals of the Audit Committee and the Board, wherever applicable, were obtained for transactions of a repetitive nature undertaken in the ordinary course of business. The related party transactions were periodically reviewed by the Audit Committee and the Board to ensure that they were in the ordinary course of business, undertaken on an arm's length basis and in the best interests of the Company.
During the financial year ended March 31, 2026, the Company did not enter into any material related party transactions, in terms of the Act and the SEBI Listing Regulations. Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company and therefore does not form part of this Report.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has submitted disclosures of related party transactions on a consolidated basis to the Stock Exchanges within the prescribed timelines.
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 Act 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-party- transactions-policy.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 Standalone Financial Statement and Note No. 39 to the Consolidated Financial Statements, forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As on March 31, 2026, the Corporate Social Responsibility (CSR) Committee comprised 3 (Three) members in compliance with the applicable provisions of the Act. The details relating to the composition of the CSR Committee and related matters are provided in the Report on Corporate Governance forming part of this Annual Report.
The CSR Committee, inter alia, reviews the CSR Policy of the Company, recommends and monitors CSR initiatives and ensures effective implementation of projects and programmes undertaken by the Company in accordance with the applicable statutory framework. Further, the CSR Committee identifies and recommends the CSR programmes, projects and annual expenditure to the Board for its approval in accordance with the CSR Policy of the Company and the applicable provisions of the Act. The annual CSR budget for the relevant financial year is approved by the Board based on the recommendations of the CSR Committee. The implementation and progress of CSR initiatives are periodically reviewed by the CSR Committee to ensure effective utilisation of resources and achievement of intended objectives.
The Company's CSR initiatives are directed towards supporting socially and economically disadvantaged sections of society through programmes relating to education, healthcare, preventive and curative medical assistance, skill development, community welfare, environmental sustainability and animal welfare. Through these initiatives, the Company seeks to contribute towards inclusive growth, empowerment of communities and improvement in quality of life.
The CSR Policy of the Company is available on the website of the Company at this link https://gufic.com/wp-content/uploads/2025/06/corporate-social-responsibility-policy.pdf
The Annual Report on CSR containing details of the CSR Policy, composition of the CSR Committee, CSR expenditure and the
web-link thereto, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as "Annexure B" to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company remains committed to enhancing energy efficiency and strengthening technological capabilities through the adoption of modern and efficient practices. The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in "Annexure C" forming part of this Report.
RISK MANAGEMENT
The Company has established a comprehensive Risk Management Framework to identify, assess, monitor and mitigate risks that may impact its business operations, financial performance and long-term objectives. The framework is designed to strengthen the Company's resilience by integrating risk management into its strategic planning and business processes.
Considering the dynamic and highly regulated nature of the pharmaceutical industry, the Company periodically reviews its risk profile and implements appropriate mitigation measures to address strategic, operational, financial, regulatory and compliance risks, while responding to the evolving business environment and emerging industry challenges.
The Risk Management Committee oversees the implementation and effectiveness of the Risk Management Framework and periodically reviews the Company's key risk exposures and mitigation measures. The Audit Committee also reviews financial risks, internal financial controls and the adequacy of the internal control systems as part of the Company's overall governance framework.
The Risk Management Policy of the Company is available on the website and can be accessed at:https://gufic.com/wp- content/uploads/2026/05/risk-management-policy.pdf
During the year under review, the Risk Management Committee comprised of 5 [five] members, including Directors and Senior Management Personnel and met at regular intervals. Further details of the composition, scope and meetings of the Risk Management Committee are provided in the Report on Corporate Governance, 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 - D" to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a Vigil Mechanism, also referred to as Whistle Blower Policy, in compliance with the provisions of Section 177(9) 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 mechanism provides a formal framework for Directors, Employees and other stakeholders to report genuine concerns relating to unethical behaviour, actual or suspected, fraud, financial irregularities, violation of the Company's Code of Conduct, legal or regulatory non-compliance or any suspected leak of Unpublished Price Sensitive Information (UPSI) without fear of retaliation or victimization.
The Policy provides adequate safeguards against victimization of whistle blowers and also enables direct access to the Chairperson of the Audit Committee in appropriate cases. The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism, including complaints received, if any, under the said mechanism. During the year under review, no person was denied access to the Chairperson of the Audit Committee.
The policy is available on the Company's website and can be accessed through the following link: https://gufic.com/wp- content/uploads/2016/08/whistle-blower-policy.pdf
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant or material orders were passed by the regulators or courts or tribunals which would impact the 'going concern' status and the future operations of the Company.
AUDITORS & AUDIT REPORTa) STATUTORY AUDITORS:
M/s. Mittal Agarwal & Co., Chartered Accountant (FRN: 131025W) were re-appointed as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years at the 41st AGM of the Company to hold office commencing from the conclusion of the 41st AGM until the conclusion of the 46th AGM of the Company. The Statutory Auditors have confirmed their independent status and eligibility to act as a Statutory Auditor of the Company pursuant to 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.
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.
b) COST AUDITORS:
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board, based on the recommendation of the Audit Committee, appointed M/s. Poddar & Co., Cost Accountants (Firm Registration No. 101734) as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27.
The Cost Auditors have confirmed that they satisfy the criteria of independence and are eligible for appointment in accordance with the applicable provisions of the Act and the Rules made thereunder.
In accordance with the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2026-27 forms part of Item No. 4 of the Notice convening the 42nd AGM. The Board recommends the same for approval by the Members.
COST AUDIT REPORT:
As per the provisions of Section 148(1) of the Act and applicable Rules, the Company has maintained the cost records, as specified by the Central Government. The Company has accordingly filed the Cost Audit Report in Form CRA-4 (XBRL mode) for the financial year ended March 31, 2025 on December 30, 2025 i.e., within the stipulated timeline prescribed under the applicable regulations. The Cost Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Cost Audit Report for the year ended March 31, 2026 will 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 Rules made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s. Manish Ghia & Associates, Practicing Company Secretaries (Certificate of Practice No. 3531; Peer Review Certificate No. PR 6759/2025) were appointed as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from the financial year 2025-26 up to the financial year 2029-30 (both years inclusive).
SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report issued by M/s. Manish Ghia & Associates for the financial year ended March 31, 2026 in the prescribed Form No. MR-3, forms part of this Report and is annexed herewith as "Annexure-E". The said Audit Report does not contain any qualification, reservation or adverse remark.
Annual Secretarial Compliance Report:
Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019 issued by Securities and Exchange Board of India and in terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report for the financial year 2025-26 from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company. The said Report does not contain any qualification, reservation or adverse remark and was submitted to the Stock Exchanges within the prescribed timeline on May 27, 2026.
d) INTERNAL AUDITOR:
The Company has an established in-house Internal Audit function, which plays an important role in strengthening the internal control framework, promoting regulatory compliance, enhancing operational efficiency and supporting the Company's risk management processes.
During the financial year under review, to ensure continuity of the internal audit function, the Board, based on the recommendation of the Audit Committee, appointed Mr. Vishal Singhal as the Internal Auditor of the Company. Subsequently, upon his resignation, the Board, based on the recommendation of the Audit Committee, re-appointed Mrs. Saroj R. Kirdolia, Chartered Accountant, as the Internal Auditor of the Company commencing from the financial year 2026-27.
The Internal Auditor conducts audits in accordance with the approved internal audit plan and submits periodic reports to the Audit Committee. The Audit Committee reviews the audit findings, recommendations and the status of implementation of corrective actions by the Management and provides appropriate guidance for further strengthening the Company's internal control systems and processes.
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"). The Company has devised proper systems to ensure the compliance of applicable Standards.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website and can be accessed at the following link :
https://gufic.com/Notice/Annual%20Return%202025-26%20%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 2025-26 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 ("BRS R Policy") which is available on the website of the Company and can be accessed at : http://gufic.com/wp-content/uploads/2023/05/Business%20Responsibility%20Policy.pdf
REPORT ON CORPORATE GOVERNANCE AND CERTIFICATE
The Company is committed to maintaining the highest standards of corporate governance and continues to adhere to the principles of transparency, accountability, integrity and ethical business conduct. The Company's governance framework is designed to ensure compliance with the applicable provisions of the Act, the SEBI Listing Regulations and other applicable laws, while fostering sustainable growth and long-term value creation for all its stakeholders.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance forms an integral part of this Annual Report.
A certificate from M/s. Manish Ghia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations for the financial year ended March 31, 2026, is annexed to the Report on Corporate Governance and forms part of this Annual Report.
CYBER RISK AND DATA PROTECTION
The Company recognizes the importance of cybersecurity and data protection in an increasingly digital business environment and continues to strengthen its information security and technology governance framework to safeguard its information assets and business operations.
The Company has implemented appropriate policies, processes and technology controls to manage cyber risks, protect sensitive information and support business continuity. Cybersecurity forms an integral part of the Company's overall risk management framework and is subject to periodic review by the senior management and the Board of Directors to enhance preparedness against evolving cyber threats and emerging risks.
During the financial year under review, the Company did not experience any material cybersecurity incident or data breach that had a significant impact on its business operations.
DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company is committed to providing a safe, secure, inclusive and respectful workplace and has zero tolerance towards any form of sexual harassment. The Company has adopted a Policy on Prevention of Sexual Harassment in accordance 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 constituted Internal Committees at its various locations in accordance with the provisions of the POSH Act to receive, inquire into and redress complaints relating to sexual harassment at the workplace. The Internal Committees comprise members with the requisite experience, including an external member, as prescribed under the POSH Act. The Company continued to conduct periodic awareness, sensitization and training programmes for employees across various levels to promote a respectful, inclusive and safe workplace and to create awareness regarding the rights and responsibilities of employees under the POSH Act. POSH awareness also forms an integral part of the induction programme for new employees.
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Particulars
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Status
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No. of Complaints of Sexual Harassment received in the year
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NIL
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No. of Complaints disposed off during the year
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NIL
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No. of cases pending for more than ninety days
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NIL
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The Company has complied with the applicable provisions of the POSH Act, including filing of the Annual Return with the prescribed authorities within the stipulated timeline.
MATERNITY BENEFIT
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the Rules made thereunder during the financial year under review.
Eligible women employees were provided maternity benefits in accordance with the applicable statutory provisions. The Company remains committed to fostering an inclusive, supportive and employee-friendly work environment and continues to implement appropriate policies and practices for the welfare and well-being of its employees.
No complaints or grievances relating to the provisions of the Maternity Benefit Act, 1961 were reported during the financial year under review.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company firmly believes that its employees are its most valuable asset and continues to foster a work environment that promotes collaboration, inclusivity, learning and professional growth. During the financial year under review, the Company undertook various employee engagement, learning and development, health and wellness, recognition and communication initiatives aimed at enhancing employee well-being, strengthening organizational culture and improving overall employee experience.
The Company remains committed to providing a safe, inclusive and employee-centric workplace that encourages continuous learning, equal opportunity and professional development. Industrial relations across all the Company's locations continued to remain cordial throughout the year.
As on March 31, 2026, the Company had 2076 permanent employees on its rolls. The breakdown of male, female and transgender employees is as follows:
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Employee
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Male
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Female
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Transgender
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Total Permanent
|
|
Category
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Employees
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Employees
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Employees
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Employees
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|
Permanent Staff
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1816
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260
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-
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2076
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AWARDS AND ACCOLADES
During the financial year under review, the Company received recognition from reputed industry forums for its excellence in scientific innovation, sustainable healthcare and marketing initiatives. These recognitions reflect the Company's continued commitment to innovation, quality, responsible healthcare and stakeholder engagement.
The significant awards and recognitions received during the year are as follows:
0 Best Innovation in Scientific Initiatives for Thymosin Alpha, conferred by Voice of Healthcare (VOH) on 22nd June, 2025.
0 Pharmaceutical Excellence in Sustainable Healthcare, conferred by the Integrated Health & Wellness (IHW) Forum on 25th July, 2025.
0 Best Moment Marketing Award (Silver Category) for the World Record Infertility Awareness Campaign on Mother's Day, received on 25th July, 2025.
CODE FOR PREVENTION OF INSIDER TRADING
The Board has formulated and adopted a Code of Conduct for Prevention of Insider Trading ("Code of Conduct") in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("SEBI PIT Regulations"). The Code regulate, monitor and report trading by Designated Persons and their Immediate Relatives and lay down procedures for preservation, handling and sharing of UPSI, closure of trading window, pre-clearance of trades, maintenance of Structured Digital Database ("SDD") and reporting requirements under the SEBI PIT Regulations.
During the year under review, no amendments were made to the Company's internal framework under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"). The Company's existing policies, processes and compliance framework continued to remain aligned with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including the amendments notified from time to time. The Company also continued to comply with the applicable requirements relating to the maintenance of Structured Digital Database, monitoring of Unpublished Price Sensitive Information ("UPSI") and implementation of the PAN/demat account freezing mechanism for Designated Persons and their Immediate Relatives, wherever applicable.
The Company has implemented adequate internal controls, digital compliance systems and monitoring mechanisms to ensure compliance with the SEBI PIT Regulations and the Code of Conduct. In line with the amended regulatory requirements, the Company has further strengthened its process for recording information received from internal and external sources in the SDD within the prescribed timelines and enhanced controls relating to sharing, preservation and monitoring of UPSI. During the year under review, the Compliance Officer undertook quarterly freezing of PAN and ISIN level securities holdings / demat accounts of Designated Persons and their Immediate Relatives in accordance with the applicable regulatory requirements.
The Compliance Officer has received requisite disclosures and declarations from all Directors and Designated Persons in compliance with the Code of Conduct and the SEBI PIT Regulations.
The aforementioned Codes can be accessed on the website of the Company at the following web link:
Code of Conduct for I nsider Trading:
https://gufic.com/wp-content/uploads/2024/12/conduct-for-insider-trading.pdf Code of Fair Disclosure:
https://gufic.com/wp-content/uploads/2016/08/code-of-fair-disclosure-and-determination-of-legitimate-purpose.pdf CREDIT RATING
The Company continues to maintain credit ratings from accredited credit rating agencies in respect of its borrowing facilities. The details of the credit ratings assigned to the Company, along with the rationale thereof, are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.
GREEN INITIATIVE
As a responsible corporate citizen, the Company remains committed to sustainable and environmentally responsible business practices and continues to support the "Green Initiative in Corporate Governance" introduced by the Ministry of Corporate Affairs ("MCA"), which promotes electronic communication and reduction in paper consumption.
In compliance with the applicable provisions of the Act, the SEBI Listing Regulations and the relevant MCA Circulars, the Notice of the Annual General Meeting, the Annual Report and other statutory communications are being sent to the Members through electronic mode to those whose e-mail addresses are registered with their respective Depository Participants ("DPs") or the Registrar and Share Transfer Agent ("RTA"), as applicable. Members who have not yet registered or updated their e-mail addresses are encouraged to do so with their respective DPs or the RTA, as applicable, to facilitate timely and seamless electronic communication.
The Green Initiative contributes towards conservation of natural resources, reduction in paper consumption and promotion of environmentally sustainable practices. Physical copies of the Annual Report will be made available to Members upon receipt of a specific request.
GENERAL DISCLOSURES
During the financial year under review, no disclosure or reporting is required in respect of the following matters, as there were no transactions or events necessitating such disclosure:
a. No application was made, nor were any proceedings pending, under the Insolvency and Bankruptcy Code, 2016. Accordingly, the disclosure requirements relating thereto are not applicable.
b. There was no instance of one-time settlement with any Bank or Financial Institution. Accordingly, the requirement to disclose the details of valuation carried out at the time of one-time settlement and the valuation undertaken while availing loans, together with the reasons for any difference, is not applicable.
c. There was no revision of the financial statements or the Board's Report of the Company.
d. There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
e. There was no instance of failure or delay in implementation of any corporate action by the Company during the financial year under review.
f. There were no agreements entered into by the Company attracting disclosure under Regulation 30A of the SEBI Listing Regulations.
g. The trading in the equity shares of the Company was not suspended by the Stock Exchanges during the financial year under review.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to place on record their sincere appreciation and gratitude to the Company's shareholders, investors, healthcare professionals, customers, suppliers, vendors, bankers, financial institutions, business associates, regulatory authorities and all other stakeholders for their continued trust, confidence, cooperation and unwavering support extended to the Company throughout the financial year under review.
The Board also places on record its deep appreciation for the dedication, commitment and valuable contribution of the employees across all levels of the organisation, whose continued efforts have significantly contributed to the Company's operational excellence, business performance and sustainable growth.
Your Directors remain grateful for the continued faith reposed in the Company and look forward to the continued support and encouragement of all stakeholders as the Company strives to create long-term value while advancing its commitment to quality, innovation, good governance and excellence in healthcare.
For and on behalf of the Board of Directors of Gufic Biosciences Limited
Sd/-
Jayesh P. Choksi
Place: Mumbai Chairman & Managing Director
Date: July 31, 2026 DIN: 00001729
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