August 11, 2023: 153/LG/SE/AUG/2023/GBSL
August 11, 2023: 153/LG/SE/AUG/2023/GBSL
August 11, 2023: 153/LG/SE/AUG/2023/GBSL
153/LG/SE/AUG/2023/GBSL
August 11, 2023
To To
The Listing Department The Listing Department
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Fort, Mumbai – 400 001 Bandra (E), Mumbai – 400 051
Scrip Code: 509079 Scrip Symbol: GUFICBIO
Dear Sir/Madam,
Subject: Outcome of the Board of Directors Meeting held on Friday, August 11, 2023
Pursuant to Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s), amendment(s) and
re‐enactment(s) thereof), this is to inform that the Board of Directors of the Company at its Meeting
held today i.e. Friday, August 11, 2023, inter alia, considered and approved the following:
1. Unaudited Financial Results of the Company along with the Limited Review Report for the
quarter ended June 30, 2023, which has been duly reviewed and recommended by the Audit
Committee.
In this regard, enclosed herewith are the Unaudited Financial Results for the Quarter ended June
30, 2023 accompanied with Limited Review Report thereon received from the Statutory Auditors
of the Company as “Annexure A”.
2. Gufic Biosciences Limited Employee Stock Option Plan 2023 (“Plan/ ESOP 2023/Scheme”), in
compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
subject to approval of Shareholders in the ensuing 39th Annual General Meeting of the Company.
The details required under Regulation 30 of the Listing Regulations are enclosed herewith as
“Annexure B”.
3. Investment by way of subscription to the securities of a private limited company to be
incorporated in India as a subsidiary of the Company.
The details required under Regulation 30 of the Listing Regulations are enclosed herewith as
“Annexure C”.
4. Amendments to the ‘Policy for Determination of Materiality of Events & Information’ to bring it
in line with the recent amendments specified in the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2023.
The said policy shall be available on the website of the Company at
https://gufic.com/media/investors/company‐policy/
The meeting of the Board of Directors commenced at 2:30 p.m. and concluded at 5:10 p.m.
Kindly take the same on your record.
Thanking You,
For Gufic Biosciences Limited
Digitally signed by
AMI SHAH AMI SHAH
Date: 2023.08.11
17:04:36 +05'30'
Ami Shah
Company Secretary & Compliance Officer
Membership No. A39579
Encl.: As above
GUFIC BIOSC IENCES LIM ITED
Regd . Office: 37, Ka mala Bhavan 11 , S. Nityanand Road, Andheri (East), Mumbai - 400069
(CIN- L24100M H1 984PLC033519)
Website - www.gufic.com, email - corQora [email protected] Ph-022 67261000 Fax - 022 67261 068
• ; Jul ;
"
. ,r_ • ' . ... ·-··
(Rs. in Lakhs except EPS)
Diluted earn ings per share from continuing and discontinued operations
ii 2.13 2.17 1.87 8.22
Notes:
1. The above financial results have been prepared in acco rd ance w ith th e Companies (Indi an Acco unti ng Standa rd s), Rules, 2015 (Ind
AS) as amend ed, prescrib ed under section 133 of Compani es Act, 2013, rea d with rul es iss ued th ereund er.
2. Th e above results fo r th e quarter ended Ju ne 30, 2023 have been r eviewed by the Audit Committee and approved by th e Boa rd of
Direct ors at th eir m eetings held on August 11, 2023. Th e Statutory Aud ito rs have carried out rev iew of th e res ults fo r quarter ended
Jun e 30, 2023.
3. The Company's busin ess activity fa ll s w ithin a single operating segment i. e. Pharmaceutica ls.
4. Th e Company have in corporate d Gufic UK Limited (" GUL") in th e United Kingdom and Gufic Ireland Limited ("GIL") in Ireland on
March 15, 2022 and March 02, 2023, respectively, with the intent of m aking both the sa id Companies as its Wholly Owned
Subsidiaries . Howeve r, th e Company have not m ade any investment in GUL and GIL towa rd s its sha res subscription till the quarter
end ed Jun e 30, 2023. Further GUL and GIL have not yet com mence d its business operations till June 30, 2023. Thus the Company is
not required t o prepare Consolidated Financial Results fo r th e qu art er ended June 30, 2023 .
5. The fi gures for th e qu art er end ed March 31, 2023 are balancing figures between audited fi gures in respect of the full fina ncial yea r
and th e un audited publish ed year -t o -d ate fig ures up t o th e third qu arte r ended December 31, 2022 w hich were subjected to limited
review.
6. Previous yea r/q u art ers figures have been regrouped/recla ss ified, w her ever necessa ry.
~~\
CHAI RM A N & MANAG ING DIRECTOR
DIN : 00001 729
PLACE : MUM BA I
DATE : 11/08/2023
MITTAL AGARWAL & COMPANY
CHARTERED ACCOUNTANTS
Limited Review Report on the Unaudited Quarterly Financial Results of the Company Pursuant
to Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
as amended
Review Report to
The Board of Directors
Gufic Biosciences Limited
2) This Statement, which is the responsibility of the Company's management and approved by the
Board of Directors , has been prepared in accordance with the recognition and measurement
principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS
34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles
generally accepted in India and in compliance with Regulation 33 of the Listing Regulations . Our
responsibility is to issue a report on the Statement based on our review.
3) We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India.
This standard requires that we plan and perform the review to obtain moderate assurance as to
whether the Statement is free of material misstatement. A review is limited primarily to
inquiries of company personnel and ana lytical procedures applied to financial data and thus
provide less assurance than an audit. We have not performed an audit, and accordingly, we do
not express an audit opinion.
4) Based on our review conducted as above , nothing has come to our attention that causes us to
believe that the accompanying Statement , prepared in accordance with the recognition and
measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS')
specified under Section 133 of the Companies Act , 2013 as amended , read with relevant rules
issued thereunder and other accounting principles generally accepted in India , has not disclosed
the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations , 2015 , including the manner in which it is
to be disclosed , or that it contains any material misstatement.
"'
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Regd. C?ffice : 404, Madhu Industrial Estate , Mogra Cross Road , Near Apollo Chambers, Andheri (E),
Mumbai - 400 069 ; Ph - 022 2832 4532/34; Fax - 022 2830 4533; Email - [email protected]
Annexure B
The details required under Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD‐PoD‐
1/P/CIR/2023/123 dated 13th July, 2023
Brief details of Gufic Biosciences Limited Employee Stock Option Plan 2023
Sr. No. Particulars Details
1. Brief details of Options granted The maximum number of Options that may be granted in one
or more tranches pursuant to the Scheme shall not exceed
5,00,000 (Five Lakhs) Options which shall be convertible into
equal number of Shares of Face value of Re. 1/‐ each, subject to
approval of the shareholders of the Company in the ensuing 39th
Annual General Meeting of the Company.
The said options will be granted to the eligible employees of the
Company as determined by the Compensation Committee
(‘Committee’), from time to time.
2. Whether the scheme is in terms Yes
of SEBI (Share Based Employee
Benefit and Sweat Equity)
Regulations, 2021
3. Total number of shares covered 5,00,000 (Five Lakhs) Options which shall be convertible into
by these options equal number of Shares.
4. Pricing formula The Exercise Price shall be based on the closing market price of
the Company’s Equity Shares quoted on the stock exchanges
immediately prior to the date of the meeting of the Committee
(including circular resolution) on which grant is to be made but
shall not be less than the face value of the shares.
5. Options vested Not Applicable
6. Time within which option may All Vested Options shall be exercisable within 6 (Six) months
be exercised from the date of vesting of options or such other period as may
be determined by the Committee, from time to time.
7. Options exercised Not Applicable
8. Money realized by exercise of Not Applicable
options
9. The total number of shares Not Applicable
arising as a result of exercise of
option
10. Options lapsed Not Applicable
12. Brief details of significant terms Pursuant to the Scheme, the Employee to whom the Options
would be granted under the Scheme and their Eligibility Criteria
would be determined by the Committee from time to time.
Options granted under this scheme would Vest not earlier than
the minimum vesting period of 1 (One) year and not later than
the maximum vesting period of 4 (Four) years from the date of
Grant of such Options, at the discretion of and in such manner
as prescribed by the Committee from time to time.
13. Subsequent changes or Not Applicable
cancellation or exercise of such
options
14. Diluted earnings per share Not Applicable
pursuant to issue of equity
shares on exercise of options
Annexure C
The details required under Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD‐PoD‐
1/P/CIR/2023/123 dated 13th July, 2023
Investment in proposed Company
Particulars Details
1. Name of the target entity, details in brief Name(s) of the proposed Company:
such as size, turnover etc. ‘Gufic Prime Private Limited’ or any other name as
may be approved by Ministry of Corporate Affairs /
competent regulatory authorities.
Proposed Authorized Capital:
Rs. 15,00,000/‐ (Rupees Fifteen Lakhs only)
Proposed Paid up Capital:
Rs. 100,000/‐ (Rupees One Lakhs only)
Size/Turnover: Not Applicable, as the Company is yet
to be incorporated
2. Whether the acquisition would fall within The subsidiary company once incorporated will be a
related party transaction(s) and whether the related party of the Company.
promoter/promoter group/ group
companies have any interest in the entity Save and excepted what is mentioned above, the
being acquired? If yes, nature of interest and promoter / promoter group are not interested in the
details thereof and whether the same is done said transaction.
at “arm’s length”
3. Industry to which the entity being acquired Pharmaceuticals
belongs
4. Objects and impact of acquisition (including The proposed subsidiary company shall carry on the
but not limited to, disclosure of reasons for business of manufacturing, marketing, distribution
acquisition of target entity, if its business is and sale of pharmaceutical products.
outside the main line of business of the listed
entity)
5. Brief details of any governmental or Not Applicable
regulatory approvals required for the
acquisition
6. Indicative time period for completion of the Not Applicable
acquisition;
7. Nature of consideration ‐ whether cash 80% subscription to the equity share capital for cash
consideration or share swap or any other consideration
form and details of the same;
8. Cost of acquisition or the price at which the 80,000 equity shares of Face Value of Re. 1/‐ each.
shares are acquired; Cost of acquisition is Rs. 80,000/‐
9. Percentage of shareholding / control 80%
acquired and / or number of shares acquired
10. Brief background about the entity acquired in Not Applicable since the Company is yet to be
terms of products/line of business acquired, incorporated.
date of incorporation, history of last 3 years
turnover, country in which the acquired
entity has presence and any other significant
information (in brief);