Provisions (legal and constructive) are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
• a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;
• a present obligation arising from past events, when no reliable estimate is possible.
• a possible obligation arising from past events, unless the probability of outflow of resources is remote.
Contingent liabilities are not recognised but disclosed in the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements.
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets and non-cancellable operating lease.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
2.19 Critical Estimates and Judgements
In the course of applying the policies outlined in all notes under section 2 above, the Company is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period, if the revision affects current and future period. "
2.20 Key Sources of Estimation Uncertaintyi. Useful lives of property, plant and equipment and intangible assets
Management reviews the useful lives of property, plant and equipment and intangible assets at least once a year. Such lives are dependent upon an assessment of both the technical lives of the assets and also their likely economic lives based on various internal and external factors including relative efficiency and operating costs. Accordingly depreciable lives are reviewed annually using the best information available to the management.
ii. Provisions and liabilities
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events that can reasonably be estimated. The timing of recognition requires application of judgement to existing facts and circumstances, which may be subject to change. The amounts are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
iii. Contingencies
In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognized.
iv. Fair value measurements
When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgements include consideration of inputs such as liquidity risk, credit risk and volatility.
v. Income taxes
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. A tax assessement can involve complex issues, which can only be resolved over extended time periods. The recognistion of taxes that are subject to certain legal or economic limits or uncertainities is assessed individually by the managment based on the specific facts and circumstances.
vi. Defined benefit obligations
The costs of providing pensions and other post-employment benefits are charged to the Statement of Profit and Loss in accordance with Ind AS 19 'Employee benefits' over the period during which benefit is derived from the
employees' services. The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in Note 40, 'Employee benefits'.
vii. Allowance for uncollected accounts receivable and advances
Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectible. Impairment is made on the expected credit losses, which are the present value of the cash shortfall over the expected life of the financial assets.
The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates. Judgement in making these assumption and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
viii. Impairment reviews
An impairment exists when the carrying value of an asset or cash generating unit ('CGU') exceeds its recoverable amount. Recoverable amount is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management's expectations of growth in EBITDA, long term growth rates; and the selection of discount rates to reflect the risks involved.
ix. Inventories
The Company estimates the net realisable value (NRV) of its inventories by taking into account their estimated selling price, estimated cost of completion, estimated costs necessary to make the sale, obsolescence by applying certain percentages over different age category of such inventories, expected loss rate considering the past trend and future outlook. Inventories are written down to N RV where such N RV is lower than their cost.
x. Sales return
For Information about judgements made in applying the accounting policies for sales return that have the most significant effects on the amounts recognised in the financial statements is included in Notes 2.11 above.
3.1 : Impairment Losses Recognised in the Year
There are no impairment losses recognised during the year.
3.2 : Assets Pledged as Security
3.2.1: Factory Buildings, Plant and Equipments, Plant and Equipments (R & D), Furniture and Fixture, Office Equipments, Electrical Installations and Computers having carrying value of R 45,430.25 lakhs (as at March 31st, 2025: R 46,182.55 lakhs) have been pledged to secure borrowings of the Company (Refer Note 19 and 24). The Company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity, except items specifically pledged to other.
3.2.2: Vehicles having carrying value of R 203.42 lakhs (as at March 31st, 2025: R 233.85 lakhs) have been hypothecated by way of first charge on the vehicles acquired under the specific facility granted.
3.3 : The Company has not revalued its Property, Plant and Equipment during the year ended March 31st, 2026.
3.4 : Lease Hold Land having carrying value of R 999.24 lakhs (as at March 31st, 2025: R 1009.20 lakhs) have been pledged to
secure borrowings of the Company (Refer Note 19). The Company is not allowed to pledge these assets as security for other borrowings or to sell them to another entity, except items specifically pledged to other.
3.5 : The Company has incurred total Research & Development expenses of Capital nature are R 486.03 lakhs & R 110.17
lakhs during the year ended March 31st, 2025 & March 31st, 2026 respectivally out of which R 440.62 lakhs & R 103.48 lakhs belongs to Plant & Machinery and R 45.41 lakhs & R 6.70 Lakhs belongs to Furniture & Fixtures, Computer & Others.
17.2 The Company has only one class of equity shares having a par value of ? 1 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.
18.1 The Capital reserve is created on receipts of government grants for setting up of tissue culture division in the earlier years and on account of business combination.
18.2 The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.
18.3 Security Premium is created through premium received on issue of shares. The reserve is to be utilised in accordance with provisions of the Companies Act, 2013.
18.4 The company has paid dividend of ^ 0.10 per share on September 29th, 2025 totalling to ^ 100.28 lakhs for the year ended March 31st, 2025 (Previous year : ^ 0.10 per share totalling to ^ 100.28 lakhs) was paid to the holders of fully paid equity shares.
18.5 Employee stock options is used to record the share based payments, expense under the various schemes as per SEBI regulations. The reserve is used for the settlement of ESOP (Refer Note 49).
19.1 Summary of Borrowing Arrangements
The terms of repayment of term loans and other loans are stated below:
(a) Term Loans from Saraswat Bank Collateral Security
1) Factory Land and Building bearing gram panchayat house no. 140 to 140/5 and 141 to 141/5 with all building and structure on land survey no. 171 and 195/3, situated at national highway no. 8, near GEB grid and Tisco Village, Kabilpore, Dist : Navsari - 396424 in the name of M/s Gufic Pvt. Ltd.
2) Movable Fixed Assets at Navsari.
3) Factory Land and Building Plot No. 48, Smart Industrial Park, Near NATRIP, Pithampur, Dhar, Madhya Pradesh - 454774.
4) Movable Fixed Assets at Indore, Madhya Pradesh.
5) Movable Fixed Assets at Arisia, 6th Floor, S.M. House, 11, Sahakar Road, Vile Parle East, Mumbai 400057.
Guarantees
It is also secured by Personal guarantee of Managing Director and Chief Executive Officer and a corporate guarantee (restricted to the exposure of ^ 3,640/- Lakhs) from Gufic Private Limited ( Company in which directors are interested).
Terms of Repayment
Amount disbursed under the term loan shall be repaid in monthly installements varying from ^ 18,00,000/- to R 86,90,000/- (March 31st, 2025 : ^18,00,000/- to R 86,90,000/-)(excluding interest) over a period of 1 to 84 months.
Rate of Interest
The Rate of Interest is PLR- 7.40% p.a. i.e subject to minimum 8.20% p.a. for Term Loan and shall be payable on monthly basis. (Effective Interest rate as on March 31st, 2026 was 8.20% & March 31st, 2025 was 8.65%)
(b) Term Loans from HDFC Bank Security
(i) The loans are secured by first pari passu charge on all Movable Fixed Assets (Plant & Machinery) of the group, both Navsari and Pithampur, Indore.
(ii) Second Pari passu charge on entire present and future current asset of the Company, both at Navsari and Pithampur, Indore.
(iii) First pari passu charges on all Immovable assets property situated at Plot No - 48, Smart Industrial Park, Near Natrip, Pithampur, Indore, District: Dhar - 454775 owned by Gufic Biosciences Limited. "
Terms of Repayment
Amount disbursed under the term loan shall be repaid in monthly installements varying from ^ 3,52,561/- to ^21,55,494/- (March 2025 R 3,52,561/- to R 21,55,494/-) (excluding interest), over a period of 1 to 84 months starting from October 2024 i.e. after morotorium period of 18 months.
Rate of Interest
The Rate of Interest is 3M T Bill 1.57 % and shall be payable on monthly basis. (Effective Interest rate as on March 31st, 2026 was 6.78% & March 31st, 2025 was 7.69%)
(c) Vehical Loans from Saraswat Bank Security
(i) Are secured by first charge by way of hypothecation of vehicles acquired under the specific facility granted.
(ii) Carrying value of the fixed assets pledged is R 203.42 lakhs. ( March 31st, 2025 : R 233.85 lakhs).
Terms of Repayment
Amount disbursed under the term loan shall be repaid in monthly installements varying from ^ 31,614/- to ^ 3,10,528/- (March 31st, 2025 R 31,614/- to R 3,10,528/-) (including Interest), over a period of 1 to 36 months.
Rate of Interest
The Rate of Interest is between 8.00 % to 8.60 % p.a. (March 31st, 2025 : 6.75% to 8.60% p.a.) and shall be payable on monthly basis.
There are no breach of contractual terms of the borrowings during the year ended March 31st, 2026 and March 31st, 2025.
24.1 Working Capital facilties from Saraswat Bank Collateral Security
For Collateral Security Refer Note 19.1(a).
Guarantees
For Guarantees Refer Note 19.1(a).
Terms of Repayment Repayable on Demand.
Rate of Interest
The Revised Rate of Interest is PLR- 7.40 % p.a. i.e subject to minimum 8.20% p.a. for Cash Credit limit and PLR- 7.60 % p.a. i.e subject to minimum 8.00% p.a. for Working Capital Demand Loan. (Effective Interest rate as on March 31st, 2026 was 8.20% & March 31st, 2025 was 8.50%)
24.2 Working Capital facilties from HDFC Bank Collateral Security
(I) The loans are secured by second pari passu charge on all Movable Fixed Assets (Plant and Machinery) of the Company, both Navsari and Pithampur, Indore.
(ii) First Pari passu charge on entire present and future current asset of the group, both at Navsari and Pithampur, Indore and Arisia-Mumbai
(iii) Second pari passu charges on all Immovable assets property situated at Plot No - 48, Smart Industrial Park, Near Natrip, Pithampur, Indore, District: Dhar - 454775 owned by Gufic Biosciences Limited. L&B bearing gram panchayat house no. 140 to 141/5, plot area admeasuring about 3,22,218.96 sq. feet. More or less together with all buidling and structure on land survey no. 171 and 195/3, situated at national highway no. 8, Near GEB grid and Tisco Village, Kobilpore, Dist : Navsari - 396424 owned by Gufic Private Limited.
Guarantees
It is also secured by Personal guarantee of Managing Director and Chief Executive Officer and a corporate guarantee from Gufic Private Limited ( Company in which directors are interested).
Terms of Repayment Repayable on Demand.
Rate of Interest
The Rate of Interest is 3M T Bill 1.61 % and shall be payable on monthly basis. (Effective Interest rate as on March 31st, 2026 was 7.85% & March 31st, 2025 was 8.35%)
24.3 Working Capital facilties from Axis Bank
Collateral Security
(I) The loans are secured by second pari passu charge on all Movable Fixed Assets of the company.
(ii) First Pari passu charge on entire present and future current asset of the company, both at Navsari and Pithampur, Indore and Arisia - Mumbai.
(iii) Second pari passu charges on all Immovable assets (Land and Building) property situated at Plot No - 48, Smart Industrial Park, Near Natrip, Pithampur, Indore, District: Dhar - 454775 owned by Gufic Biosciences Limited. L&B bearing gram panchayat house no. 140 to 141/5, plot area admeasuring about 3,22,218.96 sq. feet. More or less together with all buidling and structure on land survey no. 171 and 195/3, situated at national highway no. 8, Near GEB grid and Tisco Village, Kabilpore, Dist : Navsari - 396424 owned by Gufic Private Limited.
Guarantees
It is also secured by Personal guarantee of Managing Director and Chief Executive Officer and a corporate guarantee
from Gufic Private Limited ( Company in which directors are interested).
Terms of Repayment
Repayable on Demand.
Rate of Interest
The Rate of Interest is Repo rate 2% and shall be payable on monthly basis. (Effective Interest rate as on March 31st,
2026 was 7.25% & March 31st,2025 was 8.50%)
The average credit period on purchases is 45 to 90 days. No interest is charged by the trade payables.
Sundry Creditors- Dues to Micro and Small Enterprises
Pursuant to disclosure of amount due to Micro, Small and Medium Enterprises as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" (MSMED ACT) included under the head "Trade Payable", the Company has initiated process of seeking necessary information from its suppliers based on the information available with the company regarding the total amount due to supplier as covered under MSMED Act is given below. The company is generally regular in making payment of dues to such enterprise. This has been relied upon by the auditors.
There are no unrecognized deferred tax assets and liabilities as at March 31st, 2026 and March 31st, 2025. Further significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets.
NOTE 37: Segment Information
37.1 Basis for Segmentation
Based on the ""Management Approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) does not evaluate the Company's Performance" separately and hence the total business needs to be treated as one segment, "Pharmaceutical and related products". The products being sold under this segment are of similar nature and comprise of pharmaceutical products only.
The Chief Operating Decision Maker (CODM) monitors the geographic segment of its business separately for the purpose of making decisions about resource allocation and performance assessment.
Geographical Segments
Revenue is segregated into two segments namely India (sales to customer within India) and other countries (sales to customer outside India) on the basis of geographical location of customers for the purpose of reporting geographical segments. Segment asset are based on the geographical location of the asset.
Information about Major Customers
Sales to one customer (Year ended March 31st, 2025 is NIL) accounted for more than 10% or more of the entities revenue from operation. Total revenue from sale of goods is ^ 11,091.74 lakhs (Year ended March 31st, 2025 is NIL) to the said one customer.
NOTE 38 : Lease
The company have taken various premises under operating lease. These are generally cancellable and ranges from 11 months to 5 years and are renewable by mutual consent on mutually agreeable terms. Some of these lease agreements have price escalation clauses. There are no restrictions imposed by these lease arrangements and there are no sub leases. There are no contingent rents.
The interest rate applied to lease liabilities is 10.00%.
As required by Ind AS 19 'Employee Benefits' the disclosures are as under:
40.1 Defined contribution plans
The Group offers its employees defined contribution plans in the form of Provident Fund (PF) with the government, and certain state plans such as Employees' State Insurance (ESI). PF cover substantially all regular employees and the ESI covers certain employees. Contributions are made to the Government's administered funds. While both the employees and the Company pay predetermined contributions into the Provident Fund and the ESI Scheme is made only by the Company. The contributions are normally based on a certain proportion of the employee's salary.
40.2 Defined benefit plans
It is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment. The level of benefit provided depends on the member's length of service and salary at the time of retirement/termination age. Provision for gratuity is based on actuarial valuation done by an independent actuary as at the year end.
These plans typically expose the Company to actuarial risks such as: Salary risk, Interest Rate risk, Asset Liability Matching risk, and Mortality risk
No other post-retirement benefits are provided to the employees.
The most recent actuarial valuation of the present value of the defined benefit obligation were carried out at March 31st, 2026. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Obligation in respect of defined benefit plan and other long term employee benefit plans are actuarially determined at the year end using the 'Projected Unit Credit' method. Gains and losses on changes in actuarial assumptions relating to defined benefit obligation are recognised in other comprehensive income whereas gains and losses in respect of other long term employee benefit plans are recognised in profit or loss.
The Group's employees are entitled for compensated absences which are allowed to be accumulated and encashed as per the Company's rule. The liability of compensated absences, which is non-funded, has been provided based on report of independent actuary using "Projected Unit Credit Method"
Accordingly, liabilty for compensated absences as at March 31st, 2026 of ? 461.04 lakhs (as at March 31st, 2025 ? 446.58 lakhs) has been provided in the books of accounts as per actuarial valuation.
41.2 Diluted Earnings Per Share
The diluted earnings per share has been computed by dividing the Net profit after tax available for equity shareholders by the weighted average number of equity shares, after giving the effect of the dilutive potential ordinary shares for the respective periods.
Note 42. Financial Instruments
42.1 Capital Management
The Group manages its capital to ensure that the company will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of net debt offset by cash and bank balances and total equity of the Group. The Group is not subject to any externally imposed capital requirements.
42.1.1 Gearing Ratio
The gearing ratio at end of the reporting period was as follows:
Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1- Level 1 Hierarchy includes financial instruments measured using quoted prices. This includes mutual funds that have declared buyback NAV. The mutual funds are valued using the closing NAV.
Level 2 -The fair value of financial instruments that are not traded in an active market (like Mark to Market Derivative) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value as instrument are observable, the instrument is included in level 2.
Level 3- If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
42.3 Financial Risk Management
Company has exposure to following risks arising from financial instruments:
• Credit Risk
• Liquidity Risk
• Market Risk
• Currency Risk
• Commodity Risk
Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. Management is responsible for developing and monitoring the Company's risk management policies, under the guidance of the Audit Committee.
Company's risk management policies are established to identify and analyse the risks faced by it, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. Company, through its training and procedures aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Company's Audit committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit committee.
42.3.1Credit risk
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. Before accepting any new customer, the company evaluates the credit worthiness of the potentional customers based on past history and other external inquiries as deemed appropriate. The Group also obtains the necessary KYC documents from all the customer for assessing the credit quality and defines the credit limits accordingly. Limits and scoring attributed to customers are reviewed once a year.
Customer credit risk is managed by each business unit subject to the Group established policy, procedures and control relating to customer credit risk management. Trade receivables, which are no interest bearing, are mainly from stockists, distributors and customers and are generally on 30 days to 180 days credit. To manage the credit risk from trade receivables, the Group periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.
As at March 31st, 2026, Company had - 10 customers, (March 31st, 2025: 10 customers) that owed the company more than R 23,176.35 lakhs (March 31st, 2025: R 19,816.80 Lakhs) and accounted for approximately - 77.93 % and 62.99 % respectively of the total outstanding as at March 31st, 2026 and March 31st, 2025.
42.3.2 Liquidity risk management
Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Group objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Group closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including bilateral loans, debt, and overdraft from banks at an optimised cost. Working capital requirements are adequately addressed by internally generated funds. Trade receivables are kept within manageable levels.
42.3.2.1Exposure to Liquidity Risk
The following tables detail the company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the company may be required to pay.
42.4 Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk- sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk- sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The Group is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. Thus, the Group exposure to market risk is a function of borrowing activities and revenue generating and operating activities in foreign currencies.
42.4.1 Interest Rate Risk Management
The Group is exposed to interest rate risk because it borrows funds from banks and institutions at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings. The Group exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
42.4.1.1 Interest Rate Sensitivity Analysis
The sensitivity analysis below have been determined based on the exposure to interest rates at the end of the reporting period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
If interest rates had been 1% higher/lower and all other variables were held constant, the company's (Contracted Interest Rate on all the borrowing) profit for the year ended March 31, 2026 would decrease/increase by ^ 370.28 Lakhs (for the year ended March 31st, 2025 decrease/increase by ^ 321.96 Lakhs). This is mainly attributable to the company's exposure to interest rates on its variable rate borrowings.
42.4.2 Currency risk
The Company is also exposed to foreign currency risk on certain transactions that are denominated in a currency other than the Company's functional currency; hence exposures to exchange rate fluctuations arise. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The Company's foreign exchange risk arises
from foreign currency revenues and expenses, (primarily in US Dollars, Euros and GBP). As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Company's revenues and expenses measured in Indian rupees may decrease or increase and vice-versa. The exchange rate between the Indian rupee and these foreign currencies have changed substantially in recent periods and may continue to fluctuate substantially in the future.
The following table analyses foreign currency risk as at the year end that have not been mitigated by a derivative instrument or otherwise are as below: (Number in Lakhs)
42.4.2.1 Foreign Currency Rate Sensitivity Analysis
The table below gives the effect of every 5% strengthening / weakening in the exchange rate between the Indian rupee and the respective currencies for the above mentioned financial assets / liabilities, which would increase / (decrease) the Group profit and the Company's equity as at the years ended March 31st, 2026 and March 31st, 2025.
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
42.5 Commodity Rate Risk
Exposure to market risk with respect to commodity prices primarily arises from the Group's purchases and sales of active pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients. These are commodity products, whose prices may fluctuate significantly over short periods of time. The prices of the Group's raw materials generally fluctuate in line with commodity cycles, although the prices of raw materials used in the Group's active pharmaceutical ingredients business are generally more volatile. Cost of raw materials forms the largest portion of the Group's cost of revenues. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies. As of March 31st, 2025, the Group had not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.
42.6 Fair value measurements
The investment of the company are not readily marketable. Further the company has invested in the securities for the purpose of obtaining the credit facilities. Thus in this case the cost of the security represents the fair value.
Employee Stock Plan ('ESOP')
The Group has implemented Employee Stock Option Plan 2023 ('ESOP 2023') as approved by the shareholders on 29th September, 2023. The ESOP 2023 covers all present and future permanent employees of the Group working in India or outside India, Employees of present and future Group Companies including Subsidiary or Associate Company(ies) in India or outside India and/or directors whether a whole-time director or not and/or such other persons, as may be permitted from time to time, under applicable Laws, rules and regulations and/or amendments thereto from time to time, are eligible to participate in this ESOP 2023 [collectively "eligible employees"]. The nomination and remuneration committee of the Board of Gufic Biosciences Limited administers the ESOP 2023 and grants stock options to eligible employees.
50 Disclosure Of Transactions With Struck Off Companies
The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
51 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(c) Registration of Charges or Satisfaction with Registrar of Companies
(d) Relating to Borrowed funds:
i. Wilful Defaulter
ii. tilisation of Borrowed Funds and Share Premium
iii. Discrepancy in Utilisation of Borrowings
(e) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013, read with Companies (restriction on number of layers) Rules, 2017.
52 In the opinion of the management inventories of R32,446.66 Lakhs (as at March 31st, 2025: R21,686.90 Lakhs) shown in Balance Sheet are good and do not include any slow moving, or dead stock. Due provision is made for the near expiry material and depletion in its value, if any. In the opinion of the management, all the current assets including inventories,
loans and advances have a value on a realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
53 The company has given security deposit of ^ 350 Lakhs (as at March 31st, 2025: ^ 350 Lakhs) to Gufic Private Limited towards the use of its factory premises at Navsari for its manufacturing activities. Accordingly an amount of ^ 350 Lakhs has been shown under the head Security deposit with related parties.
Company has also given Security Deposit to Gufic Chem Private Limited of ^ 36 Lakhs (as at March 31st, 2025: ^ 36 Lakhs) towards supply of products at concessional rate to the company and the same has been show under the head Security deposit with related parties.
54 Provision of anticipated Return of Goods subsequent to Sale:
Provision has been made towards probable return of goods from customers, as per Indian Accounting Standard (Ind AS) 37 estimated by management based on past trends.
Note 55
Declaration of Dividend
The Board of Directors at its meeting held on May 29th, 2026 has recommended a final dividend of ^ 0.10 per equity share i.e., @ 10% on the face value of ^ 1/- each, for the financial year 2025 - 26, subject to the approval of the shareholders at the ensuing Annual General Meeting.
Note 56
The Company subscribed to 1,000 equity shares of Euro 1 each aggregating to Euro 1,000 in Gufic Ireland Limited ("GIL") during the financial year ended March 31, 2026. Consequently, GIL became a wholly owned subsidiary of the Company.
Further, pursuant to the rights issue of Gufic Prime Private Limited ("GPPL"), the Company subscribed to 5,12,000 equity shares and renounced its entitlement to 2,80,000 equity shares in favour of the other existing shareholder. Consequently, the Company's equity interest in GPPL changed from 88% to 60%.
Note 57
Authorisation of Financial Statements
The financial statements for the year ended March 31st, 2026 were approved by the Board of Directors on May 29th, 2026 and are subject to approval of the shareholders at the Annual General Meeting.
Note 58
Quarterly Stock statements submitted by the company with the banks are in agreement with the books of accounts.
Note 59
With effect from April 1, 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for every company, which uses accounting software for maintaining its books of account, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company used software SAP to maintain its books of accounts. SAP software records the audit trail of each and every transaction created in books of account along with the date when such changes were made.
With a view to address the above challenges while ensuring compliance with the MCA notification and mitigate the risks involved therein, the Company has appropriately designed and implemented alternate mitigating controls over direct change at database level.
Note 60
Figures for the previous year have been rearranged/recompanyed as and when necessary in terms of current year's companying.
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