Gufic BioSciences Ltd. — Proxy Solicitation & Information Statement 2025

Jan 7, 2025

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321/LG/SE/JAN/2025/GBSL

January 07, 2025

To To 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

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ‐ Intimation of Postal Ballot Notice

Dear Sir/Madam,

With reference to the above captioned subject, please find enclosed herewith the Notice of Postal Ballot dated December 27, 2024 along with Explanatory Statement seeking approval of the Members of the Company through electronic voting (“remote e‐voting”) for the following special resolutions:

Sr. No	Description of Special Resolutions
1	Appointment of Mr. Akshya Kumar Mahapatra (DIN: 08362446) as an Independent Director of the Company.
2.	Revision in terms of Remuneration of Mr. Jayesh P Choksi, Chairman & Managing Director(DIN: 00001729)of the Company.
3.	Revision in terms of Remuneration of Mr. Pranav J Choksi, Whole Time Director (DIN: 00001731)of the Company.

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) from time to time, the Notice of Postal Ballot is being sent by electronic mode only to those members whose names appear in the Register of Members / Register of Beneficial Owners as received from the Depositories and whose e‐mail address are registered with the Company / Company’s Registrar and Share Transfer Agent / Depositories as on Friday, January 03, 2025 (“Cut‐Off Date”) . The communication of the assent or dissent of the Members would take place through the remote e‐voting system only.

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The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide remote e‐voting facility to its Members. Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The remote e‐voting facility will be available during the following period:

Commencement of e‐voting:	Wednesday, January 08, 2025 at 09:00 a.m. (IST)
End of e‐voting:	Thursday, February 06, 2025 at 05:00 p.m. (IST)

The e‐voting facility will be disabled by NSDL immediately after 5.00 p.m. (IST) on Thursday, February 06, 2025 and remote e‐voting module will be disallowed thereafter.

The Notice of Postal Ballot is being sent to the Members in electronic mode and is also being placed on the website of the Company at www.gufic.com and on the website of NSDL at www.evoting.nsdl.com.

Kindly take the same on your record.

Thanking You,

For Gufic Biosciences Limited

Digitally signed Ami by Ami Shah Date: 2025.01.07 16:55:36 Shah +05'30' Ami Shah Company Secretary & Compliance Officer Membership No. A39579

Encl.: As above

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CIN. L24100MH1984PLC033519

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Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Gufic Biosciences Limited (“the Company”) by means of Postal Ballot, through remote e‐voting process (“e‐voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including the latest General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS‐2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e‐mail addresses are registered with the Company/Depositories. If your e‐mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive the login ID and password for remote e‐voting. The communication of the assent or dissent of the Members would only take place through the remote e‐ voting system.

The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

The Board of Directors of the Company, at its meeting held on December 27, 2024, has appointed CS Mannish L. Ghia (Membership No. FCS: 6252), Partner at M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai as the Scrutinizer for conducting the Postal Ballot, through e‐voting process, in a fair and transparent manner.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e‐voting facility. Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically.

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CIN. L24100MH1984PLC033519

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Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

The votes can be cast during the following voting period:

Commencement of e‐voting	Wednesday, January 08, 2025 at 09:00 a.m. (IST)
End of e‐voting	Thursday, February 06, 2025 at 05:00 p.m. (IST)
Cut‐off date for eligibility to vote	Friday, January 03, 2025

The e‐voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Thursday, February 06, 2025, and will be disallowed thereafter.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of the Postal ballot will be announced not later than two working days from conclusion of the voting through Postal Ballot.

The said results along with the Scrutinizer’s Report would be intimated to Stock Exchanges where the shares of the Company are listed namely BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com. Additionally, the results will also be displayed on the Company’s website at www.gufic.com and on the website of NSDL at www.evoting.nsdl.com.

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. AKSHYA KUMAR MAHAPATRA (DIN: 08362446) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a SPECIAL RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Akshya Kumar Mahapatra (DIN: 08362446), who was appointed as an Additional Director (Non‐Executive Independent Director) of the Company with effect from November 14, 2024 in terms of Section 161(1) of the Act and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and the Listing Regulations and in respect of whom a notice have been received in writing under Section 160(1) of the Act from a member, proposing his candidature for the office of Director, and who is eligible for appointment as a Non‐ Executive Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years, commencing from November 14, 2024 to November 13, 2029 (both days inclusive).

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

RESOLVED FURTHER THAT the Board of Directors of the Company and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and sign agreements, forms, declarations, returns, letters and papers as may be necessary, desirable and expedient to give effect to this resolution.”

2. REVISION IN TERMS OF REMUNERATION OF MR. JAYESH P. CHOKSI, CHAIRMAN & MANAGING DIRECTOR (DIN: 00001729) OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re‐ enactment(s) thereof) and pursuant to Regulation 17(6)(e) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee and the Board of Directors, and in partial modification to the Special Resolution No. 6 passed by the Members at the Fortieth Annual General Meeting (“40[th] AGM”) held on September 25, 2024, the consent of the Members be and is hereby accorded for revision in the remuneration of Mr. Jayesh P. Choksi, Chairman & Managing Director of the Company (DIN: 00001729), commencing from April 01, 2025 till March 31, 2030 (both days inclusive).

RESOLVED FURTHER THAT the terms of remuneration as mentioned in clause (a) to (f) in the Special Resolution No. 6 passed by the Members at the 40[th] AGM, shall be substituted in the manner as under:

• a. Salary: Not exceeding Rs. 5,00,00,000/‐ (Rupees Five Crores only) per annum, which shall include the increments that the Board of Directors may decide from time to time.

• b. Perquisites and allowances: In addition to the salary, Mr. Jayesh P. Choksi shall also be entitled to the perquisites and allowances like house rent allowance or rent free furnished/non‐furnished accommodation, house maintenance allowance, gas, electricity, water and furnishing at residence, conveyance allowance, transport allowance, medical reimbursement, leave travel allowance, club subscription, special allowance, use of company car exceeding cubic capacity of 1.6 litres along with chauffer, telephone at residence, insurance coverage for self and spouse and such other allowances, benefits, amenities and facilities, as amended from time to time and in accordance with the Company’s policy and the Income‐Tax Rules, 1962 and/or as may be decided by the Board from time to time;

• c. Commission: Based on the performance, Mr. Jayesh Choksi may be entitled for commission not exceeding 5% of the Net Profit of the Company on an annual basis, computed in accordance with

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68 E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

the provisions of Section 198 of the Act, as may be decided by the Board of Directors from time to time.

• d. Contribution to Provident Fund, Superannuation Fund, National Pension System, Gratuity as per rules of the Fund/ Scheme in force from time to time;

• e. Grant of leaves and encashment of earned leave, as per the Company’s policy;

• f. Entitlement to the reimbursement of expenses incurred by him, in the course of legitimate business of the Company and traveling, hotel and other expenses incurred by him in India and abroad, for the business of the Company;

• g. His Office shall be liable to termination with 3 months’ notice from either side except for certain unforeseen circumstances.

RESOLVED FURTHER THAT Mr. Jayesh P. Choksi (DIN: 00001729), Chairman & Managing Director of the Company be paid remuneration as the Audit Committee and the Board of Directors may from time to time determine, based on the recommendation of Nomination and Remuneration Committee, which shall be within the limits as stated above and the total managerial remuneration payable to the Executive Directors of the Company taken together in any Financial Year shall not exceed the limit of 10% of Net Profit and overall managerial remuneration payable to all the Directors of the Company in any financial year shall not exceed the limit of 11% of Net Profit of the Company as prescribed under Section 197 of the Act read with rules made thereunder or other applicable provisions of the Act (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force).

RESOLVED FURTHER THAT except for the aforesaid revision in remuneration, all other terms and conditions of his re‐appointment as Chairman & Managing Director of the Company as approved by the special resolution passed at 40[th] AGM held on September 25, 2024 shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to do all acts, deeds, matters and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. REVISION IN TERMS OF REMUNERATION OF MR. PRANAV J. CHOKSI, WHOLE‐TIME DIRECTOR (DIN: 00001731) OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re‐

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

enactment(s) thereof) and pursuant to Regulation 17(6)(e) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee and the Board of Directors, and in partial modification of the Special Resolution No. 7 passed by the Members at the Fortieth Annual General Meeting (“40[th] AGM”) held on September 25, 2024, the consent of the Members be and is hereby accorded for revision in the remuneration of Mr. Pranav J. Choksi, Whole‐Time Director of the Company (DIN: 00001731) designated as “Whole‐Time Director and Chief Executive Officer”, commencing from April 01, 2025 till March 31, 2030 (both days inclusive).

RESOLVED FURTHER THAT the terms of remuneration payable as mentioned in clause (a) to (f) in the Special Resolution No. 7 passed by the Members at the 40[th] AGM, shall be substituted in the manner as under:

• a. Salary: Not exceeding Rs. 5,00,00,000/‐ (Rupees Five Crores only) per annum, which shall include the increments that the Board of Directors may decide from time to time.

• b. Perquisites and allowances: In addition to the salary, Mr. Pranav Choksi shall also be entitled to the perquisites and allowances like house rent allowance or rent free furnished/non‐furnished accommodation, house maintenance allowance, gas, electricity, water and furnishing at residence, conveyance allowance, transport allowance, medical reimbursement, leave travel allowance, club subscription, special allowance, use of company car exceeding cubic capacity of 1.6 litres along with chauffer, telephone at residence, insurance coverage for self and spouse and such other allowances, benefits, amenities and facilities, as amended from time to time and in accordance with the Company’s policy and the Income‐Tax Rules, 1962 and/or as may be decided by the Board from time to time;

• c. Commission: Based on the performance, Mr. Pranav Choksi may be entitled for commission not exceeding 5% of the Net Profit of the Company on an annual basis, computed in accordance with the provisions of Section 198 of the Act, as may be decided by the Board of Directors from time to time.

• d. Contribution to Provident Fund, Superannuation Fund, National Pension System, Gratuity as per rules of the Fund/ Scheme in force from time to time;

• e. Grant of leaves and encashment of earned leave, as per the Company’s policy;

• f. Entitlement to the reimbursement of expenses incurred by him, in the course of legitimate business of the Company and traveling, hotel and other expenses incurred by him in India and abroad, for the business of the Company;

• g. His Office shall be liable to termination with 3 months’ notice from either side except for certain unforeseen circumstances.

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

RESOLVED FURTHER THAT Mr. Pranav J. Choksi (DIN: 00001731), Whole‐Time Director of the Company be paid remuneration as the Audit Committee and the Board of Directors may from time to time determine, based on the recommendation of the Nomination and Remuneration Committee, which shall be within the limits as stated above and the total managerial remuneration payable to the Executive Directors of the Company taken together in any Financial Year shall not exceed the limit of 10% of Net Profit and overall managerial remuneration payable to all the Directors in any financial year shall not exceed the limit of 11% of Net Profit of the Company as prescribed under Section 197 of the Act read with rules made thereunder or other applicable provisions of the Act (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force).

RESOLVED FURTHER THAT except for the aforesaid revision in remuneration, all other terms and conditions of his re‐appointment as Whole Time Director designated as “Whole Time Director and Chief Executive Officer” of the Company as approved by the special resolution passed at 40[th] AGM held on September 25, 2024 shall remain unchanged.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorised to do all acts, deeds, matters and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of Gufic Biosciences Limited Sd/‐ Ami Shah Company Secretary & Compliance Officer ICSI Membership No.: A39579

Date: December 27, 2024 Place: Mumbai

Registered Office:

37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri‐East, Mumbai‐400069. CIN: L24100MH1984PLC033519

NOTES:

1. An Explanatory statement, pursuant to the provisions of Section 102 and other applicable provisions of the Act read with the Rules made thereunder, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice and additional information as required under Regulation 36(3) of the Listing Regulations is attached.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

of beneficial owners as on Friday, January 03, 2025 (“Cut‐Off Date”) received from the Depositories and whose e‐mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. In accordance with the MCA Circulars, the physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through e‐voting only.

1. This Postal Ballot Notice will also be available on the Company’s website at www.gufic.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

2. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e‐mail address. Members who have not registered their e‐mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e‐mail address with the Company, are requested to register / update their e‐mail address by submitting Form ISR‐1 ‐

(available on the website of the Company at https://gufic.com/media/investors/investor communications/) duly filled and signed along with requisite supporting documents to Link Intime India Private Limited at C‐101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083.

1. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut‐Off Date, maintained by the Depositories/ Company shall be entitled to participate in the e‐voting and cast their votes. A person who is not a member as on the Cut‐Off Date, should treat this Postal Ballot Notice for information purpose only.

2. Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner shall be in proportion to his / her / its shareholding in the paid‐up equity share capital of the Company as on the Cut‐Off Date.

3. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations and SS‐ 2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e‐ voting are provided as part of this Postal Ballot Notice.

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

1. The e‐voting facility will be available during the following voting period:

Commencement of e‐voting:	09:00 a.m. (IST) Wednesday, January 08, 2025
End of e‐voting:	05:00 p.m. (IST) Thursday, February 06, 2025

The e‐voting will not be allowed beyond the aforesaid date and time and the e‐voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

1. The resolutions, if approved, shall be deemed to have been passed on the last date of e‐voting i.e., Thursday, February 06, 2025.

2. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e‐voting. Members seeking to inspect such documents can send an email to corporaterelations@guficbio.com or assistantlegal@guficbio.com mentioning his / her name / its folio number / DP ID and Client ID.

3. The procedure for remote e‐voting is provided below:

‐ How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e‐Voting system consists of “Two Steps” which are mentioned below:

‐ Step 1: Access to NSDL e Voting system

‐ A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e‐Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e‐Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68 E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser can visit the e‐Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e‐Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e‐Voting services under Value added services. Click on“Access to e‐Voting” under e‐Voting services and you will be able to see e‐Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re‐directed to e‐Voting website of NSDL for casting your vote during the remote e‐Voting period. If you are not registered for IDeAS e‐Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e‐Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e‐Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e‐Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be redirected to e‐ Voting website of NSDL for casting your vote during the remote e‐Voting period.

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68 E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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		4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
	Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e‐Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e‐Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e‐Voting page of the e‐Voting service provider for casting your vote during the remote e‐Voting period. Additionally, there is also links provided to access the system of all e‐Voting Service Providers, so that the user can visit the e‐Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e‐Voting page by providing Demat Account Number and PAN No. from a e‐ Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e‐Voting option where the evoting is in progress and also able to directly access the system of all e‐Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e‐Voting facility. Upon logging in, you will be able to see e‐Voting option. Click on e‐Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e‐Voting feature. Click on company name or e‐Voting service provider i.e. NSDL and you will be redirected to e‐Voting website of NSDL for casting your vote during the remote e‐Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in NSDL helpdesk by sending a request at or call at 022 ‐ 4886 7000	login can contact evoting@nsdl.com
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800‐21‐09911

Page 11 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log‐in to NSDL e‐Voting website?

1. Visit the e‐Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e‐Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log‐in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log‐in to NSDL eservices after using your log‐in credentials, click on e‐Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e‐Voting, then you can use your existing password to login and cast your vote.

Page 12 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

• b) If you are using NSDL e‐Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e‐Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e‐Voting will open.

‐ Step 2: Cast your vote electronically on NSDL e Voting system.

‐ How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in Active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e‐Voting period.

Page 13 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

1. Now you are ready for e‐Voting as the Voting page opens.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e‐mail to scrutinizer@mgconsulting.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e‐Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e‐voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e‐voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 ‐ 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e‐voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to assistantlegal@guficbio.com/ corporaterelations@guficbio.com.

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

1. In case shares are held in demat mode, please provide DPID‐CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to assistantlegal@guficbio.com/ corporaterelations@guficbio.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method ‐

explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e‐voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e‐Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e‐Voting facility.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND REGULATION 36(3) of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The following Statement sets out all material facts relating to the Special Business mentioned in this Postal Ballot Notice:

Item No. 1

The Nomination and Remuneration Committee (“NRC”), after evaluating and considering the skills, experience and knowledge of Mr. Akshya Kumar Mahapatra (DIN: 08362446) and pursuant to the provisions of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, recommended to the Board of Directors, his appointment, as an Independent Director of the Company.

Based on the recommendation of the NRC and pursuant to the provisions of Sections 149, 150, 152, 160, 161, read with Schedule IV and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules made thereunder; applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force) and the Articles of Association, the Board of Directors at its meeting held on November 14, 2024, approved the appointment of Mr. Akshya Kumar Mahapatra as an Additional Director of the Company, under the category of Non‐Executive Independent Director for a term of five consecutive years commencing from November 14, 2024, subject to the approval of the Members of the Company.

The Company has also received declaration from Mr. Akshya Kumar Mahapatra confirming that he meets the criteria of Independence as prescribed under sub‐section (6) of Section 149 of the Act and as per Listing Regulations. Further, Mr. Akshya Kumar Mahapatra has confirmed that he is not disqualified to act as a Director in terms of Section 164 of the Act and he is not debarred from holding the office of

Page 15 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

Director by virtue of any SEBI order or any other such authority and he is in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has also received notice pursuant to Section 160 of the Act from a member of the Company proposing the candidature of Mr. Akshya Kumar Mahapatra for appointment as an Independent Director.

A brief profile of Mr. Akshya Kumar Mahapatra is mentioned hereunder:

“Mr Akshya Kumar Mahapatra holds an MBA degree with a specialization in Marketing from Behrampur University, Orissa, a B.Sc. from Utkal University and a Post Graduate Diploma in Foreign Trade Management from World Trade Centre.

With over 31 years of experience in the pharmaceutical industry, Mr. Mahapatra has worked with several renowned companies, including Glenmark Pharmaceuticals Limited, Claris Life‐Sciences Limited, Merck India Ltd, and Wockhardt Ltd. In recent years, he has held key leadership positions, serving as the Managing Director of Celon Laboratories Limited, Chief Business Officer at API Holdings Limited – PharmEasy, and is currently the Founder and Director of Aleafiaa Pharmaceuticals Private Limited.

Mr. Mahapatra is known for his exceptional ability to transform underperforming businesses into profitable ventures. His extensive experience encompasses leading large teams and driving the creation of new business verticals in areas such as Critical Care, Oncology, Nephrology, Respiratory Medicine and Nutrition. As a visionary leader, he combines business acumen, operational proficiency and technical expertise to drive growth and ensure long‐term success.”

Considering his vast knowledge, experience and expertise, the Board believes that Mr. Mahapatra possesses the necessary skills, expertise and competencies that is relevant to the Company’s business and his association with the Company would be beneficial. He also possesses skills in critical areas such as business and strategic planning, financial management and accounting, corporate governance, regulatory compliance, risk management and leadership. His contribution as an Independent Director will serve the best interests of the Company, and he has graciously consented to take on this role.

Pursuant to Section 150 of the Act and Regulation 17(1C) and 25(2A) of Listing Regulations, the Company is required to obtain approval of the members for appointment of a person on the Board of Directors within a period of three months from the date of appointment through a special resolution.

The copy of the draft letter of appointment of Mr. Akshya Kumar Mahapatra as an Independent Director setting out terms and conditions of his appointment is available electronically for inspection by the members on the website of the Company at the below link:

• http://gufic.com/wp content/uploads/2022/05/Terms%20and%20Conditions%20of%20Appointment%20of%20Independent%20Directors.pdf

In the opinion of the Board, Mr. Mahapatra fulfils the conditions specified under the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for his appointment as an Independent Director of the Company and is independent of the

Page 16 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

management. In compliance with the provisions of Section 149 read with Schedule IV of the Act and Regulation 17 of Listing Regulations, the re‐appointment of Mr. Akshya Kumar Mahapatra as an Independent Director is now being placed before the Members for their approval.

Accordingly, the Board recommends Special Resolution at Item No. 1 of this notice, in relation to the appointment of Mr. Akshya Kumar Mahapatra as an Independent Director for a period of five consecutive years with effect from November 14, 2024 to November 13, 2029 (both days inclusive), not liable to retire by rotation, for the approval by the members of the Company.

Except Mr. Akshya Kumar Mahapatra, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the accompanying Notice.

A brief profile of Mr. Akshya Kumar Mahapatra and the disclosure required under Regulation 36 of the SEBI Listing Regulations and the Secretarial Standard on General Meetings are provided as Annexure‐1 to the Postal Ballot Notice.

Item No. 2

The present term of Mr. Jayesh P. Choksi, as Chairman & Managing Director of the Company (DIN: 00001729) will expire on March 31, 2025. Accordingly, the members of the Company at its 40[th] Annual General Meeting (“AGM”) of the Company held on September 25, 2024, had approved his re‐ appointment as Chairman & Managing Director of the Company, for a further period of five years commencing from April 01, 2025 to March 31, 2030 (both days inclusive) alongwith the terms of remuneration payable to him for such period, with a specific authority to the Board of Directors to alter or vary terms and conditions of the said appointment, including remuneration.

Taking into account Mr. Jayesh Choksi's significant contributions in enhancing the organization's business competitiveness, as well as his role in driving future growth, the Board recognizes an increase in his job responsibilities and scope of work. In alignment with prevailing industry practices for managerial remuneration and based on the recommendations of the Nomination and Remuneration Committee, the Audit Committee and the Board of Directors on December 27, 2024 has approved revision in the remuneration of Mr. Jayesh P. Choksi with effect from April 01, 2025 to March 31, 2030. The revised remuneration proposed is as set out in the resolution being item no. 2 of the accompanying notice. The erstwhile remuneration of Rs. 49,00,000/‐ (Rupees Forty Nine Lakhs Only) per annum passed by the shareholders at its 40[th] AGM represented the fixed amount along with increments and the revised remuneration proposed herewith, represents the overall upper limit for the remuneration to be paid during the tenure of Mr. Jayesh P. Choksi as the Chairman & Managing Director of the Company.

However, the total managerial remuneration payable to the Executive Director(s) of the Company taken together in any Financial Year shall not exceed the limit of 10% of Net Profit and overall managerial remuneration payable to all Directors shall not exceed the limit of 11% of Net Profit of the Company as

Page 17 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

prescribed under Section 197 of the Act read with rules made thereunder or other applicable provisions of the Act or any statutory modifications thereof.

During his tenure, if the remuneration paid/payable to him exceeds the prescribed limits or the Company has no/inadequate profits during a financial year, then in such case the Company shall take necessary statutory approvals, as may be required.

All other terms and conditions relating to his re‐appointment as approved earlier by the members remain unchanged.

Pursuant to Regulation 17(6)(e), the remuneration payable to executive directors who are members of the promoter group, shall be subject to the approval of the shareholders by special resolution if the remuneration exceeds the limits as mentioned in the aforesaid regulation. As Mr. Jayesh P. Choksi falls under the category of promoters and it is recommended to revise the terms of his appointment with respect to the remuneration payable, the resolution mentioned in Item no. 2 is proposed as a Special Resolution.

None of the Director/key managerial personnel/ their relatives, except Mr. Jayesh P. Choksi to whom this resolution is related and his relative Mr. Pranav J. Choksi, are concerned or interested, financially or otherwise, in the special resolution set out in Item No. 2 of the Notice.

Details as required under Secretarial Standard on General Meeting (SS‐2) with respect to variation in terms of the remuneration is given in the Annexure‐1 enclosed herewith.

Item No. 3

The present term of Mr. Pranav J. Choksi, as Whole‐Time Director of the Company (DIN: 00001731) will expire on March 31, 2025. Accordingly, the members of the Company at its 40[th] Annual General Meeting (“AGM”) of the Company held on September 25, 2024, had approved his re‐appointment as Whole‐Time Director of the Company designated as Whole Time Director and Chief Executive Officer, for a further period of five years commencing from April 01, 2025 to March 31, 2030 (both days inclusive) alongwith the terms of remuneration payable to him for such period, with a specific authority to the Board of Directors to alter or vary terms and conditions of the said appointment, including remuneration.

Considering Mr. Pranav Choksi’s strategic leadership, financial expertise, efficient management and process optimization, which have played a vital role in advancing the organization toward new business opportunities and innovation, the Board has acknowledged the expansion of his responsibilities and the overall scope of his role. In alignment with prevailing industry practices for managerial remuneration and based on the recommendations of the Nomination and Remuneration Committee, the Audit Committee and the Board of Directors on December 27, 2024 has approved revision in the remuneration of Mr. Pranav J. Choksi with effect from April 1, 2025 to March 31, 2030. The revised remuneration proposed is as set out in the resolution being item no. 3 of the accompanying notice. The erstwhile remuneration of Rs. 45,00,000/‐ (Rupees Forty Five Lakhs Only) per annum approved by the shareholders at its 40[th] AGM, represented the fixed amount along with increments and the revised

Page 18 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

remuneration proposed herewith, represents the overall upper limit for the remuneration to be paid during the tenure of Mr. Pranav J. Choksi as a Whole Time Director & Chief Executive Officer of the Company.

However, the total managerial remuneration payable to the Executive Director(s) of the Company taken together in any Financial Year shall not exceed the limit of 10% of Net Profit and overall managerial remuneration payable to all Directors shall not exceed the limit of 11% of Net Profit of the Company as prescribed under Section 197 of the Act read with rules made thereunder or other applicable provisions of the Act or any statutory modifications thereof.

During his tenure, if the remuneration paid/payable to him exceeds the prescribed limits or the Company has no/inadequate profits during a financial year, then in such case the Company shall take necessary statutory approvals, as may be required.

All other terms and conditions relating to his re‐appointment as approved earlier by the members remain unchanged.

Pursuant to Regulation 17(6)(e), the remuneration payable to executive directors who are members of the promoter group, shall be subject to the approval of the shareholders by special resolution if the remuneration exceeds the limits as mentioned in the aforesaid regulation. As Mr. Pranav J. Choksi falls under the category of promoters and it is recommended to revise the terms of appointment with respect to the remuneration payable, the resolution mentioned in Item no. 3 is proposed as a Special Resolution.

None of the Director/key managerial personnel/ their relatives, except Mr. Pranav J. Choksi to whom this resolution is related and his relative Mr. Jayesh P. Choksi, are concerned or interested, financially or otherwise, in the special resolution set out in Item No.03 of the Notice.

Details as required under Secretarial Standard on General Meeting (SS‐2) with respect to revision in remuneration is given in the Annexure‐1, enclosed herewith.

Page 19 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68

E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

Annexure 1

As required by Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as required under Secretarial Standard ‐ 2, the particulars of Directors who are proposed to be appointed and whose remuneration is proposed to be increased, are given below:

Name of Director	Mr. Akshya Kumar Mahapatra	Mr. Jayesh Choksi	Mr. Pranav Choksi
Relevant item no. of the Notice	Item No. 1	Item No. 2	Item No. 3
DIN	08362446	00001729	00001731
Age (in years)	53	71	41
Qualification	 M.B.A with Marketing Specialization from Berhampur University, Orissa  B.Sc from Utkal University  Diploma in Foreign Trade Management from World Trade Center	 Bachelors in Pharmacy	 Bachelors in pharmacy from the Institute of Chemical Technology, University of Mumbai  Masters in Biotechnology from The John Hopkins University, USA.
Date of first Appointment on the Board	November 14, 2024	August 31, 1999	June 25, 2004
Expertise in specific functional areas	Commercial, Business Management, Strategic Marketing, Risk Management, Finance, Legal and General Management	Rich and wide experience in the field of strategy, business development, corporate planning, manufacturing and general management.	Specialization in Autologous Cancer Vaccines in the USA and have wide and rich experience in business development, planning, manufacturing, leading domestic and international business.
Terms & Conditions of	Refer resolution at Item No. 1 of this Notice read	Refer resolution at Item No. 2 of this Notice read	Refer resolution at Item No. 3 of this Notice read

Page 20 of 22

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India. Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68 E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

Appointment /Re‐ Appointment	With Explanatory statement thereto	with Explanatory statement thereto	with Explanatory statement thereto
Remuneration Sought to be Paid	He will be eligible for payment of sitting fees, as payable to other non‐ executive directors of the Company as per the Remuneration Policy of the Company.	As per the resolution at Item No. 2 of this Notice read with the statement thereto.	As per the resolution at Item No. 3 of this Notice read with the statement thereto.
Remuneration last drawn, for the financial year 2023—24	Not Applicable	Rs. 48,22,716/‐ (includes perquisites)	Rs. 44,32,332/‐ (includes perquisites)
Shareholding in the Company (As on the date of this Notice)	NIL	2,46,90,829 equity shares	72,68,626 equity shares
No. of Board Meetings attended	FY 2023‐24: Not Applicable FY 2024‐25 (till the date of this Postal Ballot Notice): 2 meetings attended out of 2 entitled	FY 2023‐24: 5 out of 7 meetings attended; FY 2024‐25 (till the date of this Postal Ballot Notice): 7 out of 7 meetings attended	FY 2023‐24: 7 out of 7 meetings attended; FY 2024‐25 (till the date of this Postal Ballot Notice): 7 out of 7 meetings attended
Relationship with other Directors, Manager and Key Managerial Personnel of the Company	None	Mr. Jayesh P. Choksi is the father of Mr. Pranav J. Choksi who is Chief Executive Officer and Whole Time Director of the Company.	Mr. Pranav J. Choksi is the son of Mr. Jayesh P. Choksi who is Chairman & Managing Director of the Company.
Directorships in other Companies as on the date of Postal Ballot Notice	1. TGC Technologies Private Limited 2. Core11 Lifescience Private Limited 3. Aleafiaa Pharmaceuticals Private Limited	1. Zire Realty Limited 2. Gufic Private Limited 3. Gufic Chem Private Limited 4. Jal Private Limited 5. Zircon Teconica Private Limited 6. Tricon Enterprises Private Limited	1. Gufic Chem Private Limited 2. Jal Private Limited 3. Gufic Private Limited 4. Zircon Teconica Private Limited 5. Gufic Prime Private Limited 6. P S Choksi Foundation

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CIN. L24100MH1984PLC033519

Regd. Office: 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069, Maharashtra, India.

Corporate Office: SM House, 11 Sahakar Road, Vile Parle (E), Mumbai – 400 057, Maharashtra, India. Ph.: 022 – 6726 1000, Fax: 022 – 6726 1067 / 68 E-mail:- corporaterelations@guficbio.com; website: www.gufic.com

		7. Gufic Prime Private Limited 8. P S Choksi Foundation 9. Veira Life FZE	7. Veira Life FZE
Membership / Chairmanship of committees of all public limited companies including Gufic Biosciences Limited as on the date of Postal Ballot Notice	Gufic Biosciences Limited  Audit Committee – Member  Nomination & Remuneration Committee – Member	Gufic Biosciences Limited  Audit Committee ‐ Member  Stakeholders Relationship Committee ‐ Member  Corporate Social Responsibility Committee ‐ Chairman  Risk Management Committee ‐ Chairman  Executive Committee ‐ Chairman	Gufic Biosciences Limited  Stakeholders Relationship Committee ‐ Member  Corporate Social Responsibility Committee ‐ Member  Risk Management Committee ‐ Member  Executive Committee ‐ Member
Name of listed entities from which the person has resigned in the past threeyears	NIL	NIL	NIL

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