Gujarat Poly Electronics Ltd Directors Report

To

The Members of

GUJARAT POLY ELECTRONICS LIMITED

Your Directors present the Thirty Sixth Annual Report and Statement of Accounts for the year ended 31^st March, 2025.

	01-04-24 to 31-03-25	01-04-23 to 31-03-24
FINANCIAL RESULTS	(Rs.in Lakhs)	(Rs.in Lakhs)
Sales	1,778.94	1691.39
Profit/(Loss) before Depreciation & tax	272.91	203.60
Depreciation	20.80	19.27
Profit &(Loss) before tax	252.11	184.33
Current tax	8.44	-
Deferred tax	29.19	(31.60)
Profit/(loss) after tax	214.48	215.93
Other Comprehensive Income	(12.83)	(3.97)
Total Comprehensive Income for the year	201.65	211.96

1. STATE OF COMPANYS AFFAIRS:

The Sales during the year was Rs. 1,778.94 lakhs compared to previous year Sales of Rs. 1691.39 lakhs. During the year ended 31^st March, 2025 the Company has earned a Profit of Rs. 214.48 lakhs (Previous year Profit of Rs. 215.93 lakhs). The Company manufactures as well as outsourced the full range of products viz. ceramic Capacitors both Multilayer and Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components In order to conserve resources, your directors have not been able to recommend any Dividend for FY 2024-2025.

2. TRANSFER TO RESERVES:

No amount has been transferred to General Reserves.

3. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the financial year 2024-25, Four Board Meetings were held on the following dates: (a) 6th May, 2024 (b) 29th July, 2024 (c) 28th October, 2024 (d) 29^th January, 2025 More details for the Board Meeting are given under Corporate Governance Report.

4. AUDIT COMMITTEE:

The Audit Committee during the year consisted of 4 members. More details on the committee are given under Corporate

Governance Report.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consists of 3 members. More details on the committee are given underCorporate

Governance Report.

6. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of 4 members. More details on the committee are given in Corporate

Governance Report.

7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board has established a vigil mechanism for directors and employees to report genuine concerns to be disclosed, the details of which is placed on the website of the company. The Board has also formulated the whistle blower policy, same has been uploaded on the website of the company. http://www.gpelindia.in/Download/Vigil%20Mechanism%20&%20 Whistle%20 Blower%20Policy.pdf.

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2024-25.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm a. In the preparation of the annual accounts, the applicable accounting explanations relating to material departures; b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ^st March, 2025 and of the profit of the Company for the year ended 31 st March, 2025; sufficient been taken for the maintenance of adequate accounting records in accordance with the . Properand provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and and other irregularities; d. The annual accounts have been prepared on a going concern basis; e. The directors have laid down internal financial controls to be followed by the Company; f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

9. TAXATION:

The Companys Income Tax assessments have been completed up to the year ended 31^st March, 2024.

10. DEPOSITS:

The Company has not received any deposits from Public during the year and there are no outstanding deposits.

11. INDUSTRIAL RELATIONS:

Industrial Relations with the employees of the Company were cordial during the year under review.

12. CONSERVATION OF ENERGY:

Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. is given in "Annexure I" forming part of this report.

13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP): a) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Kilachand, (DIN00005516),Director offershimself for theCompanyisliabletoretirebyrotationandbeingeligible, re-appointment. The said re-appointment is placed before the Members for their approval in ensuing Annual General

Meeting. b) Mr. A.H. Mehta ceased to be director of Company due to demise on 19^th June, 2024. as Independent Director of Company w.e.f 12 c) Mr.C.K.Khushaldascompletedhissecond and final ^th August, 2024 and hence ceased to be the Director of Company. d) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its meeting held on 29th July, 2024 appointed Mr. V.K. Puniani, (DIN 10706691) as Whole Time Director, designated as Executive Director of Company w.e.f. 1st August, 2024 for a period of 2 (two) years. Approval of shareholders has been taken by way of Postal Ballot on 4th September, 2024. e) Based on the recommendation of Nomination and Remuneration meeting held on 29 th July, 2024 appointed Mr. Chetan R. Desai, (DIN 03246010) as Independent Director of Company for an initial term of 5 (five) years w.e.f. 11 th August, 2024. Approval of shareholders has been taken by way of Postal Ballot on 4^th September, 2024. f) Ms. Saloni A. Jhaveri completed her second and final term as Independent Director of Company w.e.f 29^th March, 2025 and hence ceased to be the Director of Company. g) Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of Company at its meeting th January, 2025 appointed Ms. Nirmala S. Mehendale, (DIN 01230600) as Independent Director of Company for an initialterm of 5 (five) years w.e.f. 26 th March, 2025. Approval of shareholders has been taken by way of

Postal Ballot on 12^th March, 2025.

14. DECLARATION ABOUT INDEPENDENT DIRECTORS UNDER SUB-SECTION 6 OF SECTION 149:

The Company has received the declaration from each Independent down under section 149(6) of the Companies Act, 2013, under regulation 16(b) of SEBI (LODR) Regulations, 2015.

15. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR OF THE COMPANY FROM ITS SUBSIDIARY/HOLDING

COMPANY UNDER SECTION 197(14):

During the year 2024-25, Mr. Atul H. Mehta, Managing Director of the Company has received Rs. 14,64,469/- from Polychem Limited, holding company in capacity of Deputy Managing Director.

Mr. Atul H. Mehta ceased to be the Director of Company due to demise on 19^th June, 2024.

16. FORMAL ANNUAL EVALUATION:

As required undertheact,evaluation of every Directors performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.

17. COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC:

The Board on recommendation of Nomination and Remuneration Evaluation of Board and remuneration for the Directors, Key Managerial Personnel and other employees. The policy is available on the website of the Company i.e. http://www.gpelindia.in/Download/Criteria%20for%20Appointment%20Evalution%20 of%20Board%20of%20Directors,%20KMP%20and%20Senior%20Management%20Personnel.pdf

18. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms length and in ordinary course of business. All RPT are placed before Audit Committee for its review and approval. Prior omnibus approval is abtained from Audit Committee for RPT on Annual basis.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arms length basis: NIL.

2. Details of material contracts or arrangement or transactions at arms length basis: NIL.

The Board on recommendation of Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Companys website. http://www.gpelindia.in/Download/Related%20Party%20Transaction%20Policy.pdf.

19. OTHER DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013:

(a) There are no qualifications, reservations or adverse remark or disclaimer by the Statutory Auditor in their report. (b) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company, to which the financial statements relate and the date of the report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the Companys website: at http://www.gpelindia.in/Annual%20Return.aspx

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules Companys website http://www.gpelindia.in/Download/Anti-Sexual%20Harassment%20Policy.pdf .

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints to sexual harassment and follows the guidelines provided in the policy. The Company has filed Annual Report for calendar year ended 2024 with District Collector and District Women and Child Development Officer.

The Company has not received any complaints on sexual harassment during the year.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The informationrequired under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as"Annexure II" In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information of the top ten employees in terms of remuneration in not sent along with regards to the provisionsofthefirstproviso to Section 136(1) of the Act the said information is available for Any member interested in obtaining such information may write to the Company Secretary, gpel@kilachand.com and the same will be furnished on request.

22. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance and a certificate from the Auditors of the Company are annexed to this Report.

23. STATUTORY AUDITOR:

M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were re-appointed as statutory auditors of the Company for the second term of five years at the 31st Annual General Meeting (AGM) held on 31 ^st August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025. They will complete their two consecutive terms as Statutory Auditors of the Company on conclusion of this AGM. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of Audit Committee,the Board in its Meeting held on 5 ^th May, 2025 appointed M/s G.M. Kapadia & Co, Chartered Accountants, Mumbai (firm registration no: 104767W) as statutory auditors of the Company for the term of five years from the conclusion of 36th Annual General Meeting of Company held in the year 2025 upto the conclusion of 41 of the Company to be held in the year 2030 subject to approval of shareholders in the ensuing st AnnualGeneralMeeting Annual General Meeting.

The Company has received the eligibility certificate from the Statutory Auditors confirming that being appointed as the Statutory Auditors of the Company.

24. SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Tushar Shridharani, Company secretary, Mumbai (CP No: 2190) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further the Board on recommendation of the Audit Committee, has approved the appointment of Mr. Tushar Shridharani, Company secretary, Mumbai (CP No: 2190) (Peer Review Certificate No: 1509/2021) as subject to approval of the Members of the Company at the ensuing Annual General Meeting ("AGM") for a period of Five (5) consecutive years commencing from FY 2025 -26 till FY 2029-30 at such remuneration to of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board). The Secretarial Audit Report for F.Y. 2024-25 is enclosed and marked as "Annexure III".

25. INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an internal auditortoconductinternalauditofthefunctionsandactivities of your Company. Your Board of Directors based on the recommendation of the Audit Committee,had approved the appointment of M/s Chokshi & Chokshi, LLP, Chartered Accountants (Firm Registration No.101872W/W100045) to conduct the internal audit of your Company for the Financial Year 2025-26.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has developed and implemented CSR Policy which was duly approved by the Board. The CSR Policy can be assessed on the Companys website and web link of the same is http://www.gpelindia.in/Download/Corporate%20Social%20Responsibility%20Policy.pdf The profits of the company for FY 2023-24 was below Rs. 5 crores. Hence, the provisions relating to CSR in accordance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company for FY 2024-25. So the Company is not required to spend towards CSR in FY 2024-25.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has complied with the provisions of section 185 & 186 of the Companies Act, 2013 to the extent applicable, with respect to the loans and investments made. During the year the Company have not given any loans, guarantees and there are no outstanding loans or guarantees as on 31st March, 2025. The Company have not made any Investments during the year ended 31st March, 2025 except in mutual funds.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational segments.

29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no other material changes or commitments occurring after 31st March 2025, which may affect the financialposition of the company or may require disclosure.

30. INTERNAL FINANCIAL CONTROL:

The Company has adequate financial control system with reference to the financial statements.

31. RISK MANAGEMENT POLICY:

The Company has developed and implementedriskmanagementpolicywhichidentifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.

32. SECRETARIAL STANDARDS:

The Company has in place proper system to ensure compliance with the provisions of applicable Secretarial Standards (SS-1 & SS-2) issued by ICSI.

33. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and and continued support. Sincere thanks are also due to the management team and the staff for their valuable contribution.

By Order of the Board of Directors

For Gujarat Poly Electronics Limited

 

Registered

Plot No. B-18, Gandhinagar Electronic Estate,

Gandhinagar 382 024, Gujarat.

CIN:L21308GJ1989PLC012743

Tel: 7935333658

Email Id: gpel@kilachand.com

Website: www.gpelindia.in

 

Date: 5th May, 2025

Place: Mumbai

T. R. Kilachand

Executive Chairman