Gujarat Terce Laboratories Ltd Directors Report

Dear Members,

The Board of Directors ("the Board") of Gujarat Terce Laboratories Limited ("the Company") is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March 2026 ("financial year under review" or "financial year 2025-26").

A. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

( in Lakhs)

Particulars	2025-26	2024-25
Revenue from operations	4747.27	5019.52
Other Income	34.04	30.78
Profit before Interest, Depreciation, Other Expense & Tax	1415.88	1540.35
Finance Cost	17.95	41.54
Depreciation	42.27	38.46
Other Expenses	1052.43	1121.31
Net Profit before Tax	303.23	339.04
Tax Expense	108.78	16.36
Deferred Tax	-25.72	78.84
Income Tax of Earlier Year	0.00	341.71
Net Profit or (Loss) after Tax	220.17	(97.87)

The financial year 2025-26 was a year of improved profitability and strengthened financial performance for Gujarat Terce Laboratories Limited. During the year, the Company remained focused on enhancing operational efficiencies, optimizing costs, strengthening customer relationships and improving product portfolio performance amidst a competitive pharmaceutical market environment.

Revenue from operations for FY 2025-26 stood at 4,747.27 Lakhs as compared to 5,019.52 Lakhs in the previous financial year. The decline in revenue was primarily attributable to the regulatory impact on Acolate Plus following category-wide changes affecting fixed-dose combination products, which reduced its contribution from approximately Rs.2 crore to approximately Rs.1 crore during the year. The underlying business remained operationally resilient, with profitability improving significantly during the year. Notwithstanding the moderation in revenues, the Company continued to focus on operational discipline and profitability improvement initiatives.

The Companys operating performance remained resilient during the year, supported by efficient cost management and prudent utilization of resources. EBITDA stood at approximately 363 Lakhs with EBITDA margins declining to 7.6% as compared to 8.35% in the previous year. Profit Before Tax was 303.23 Lakhs as against 339.04 Lakhs in FY 2024-25. The Company reported a Profit After Tax of 220.17 Lakhs as compared to a loss of 97.87 Lakhs in the previous year, reflecting a significant improvement in overall financial performance. Earnings per share improved to 2.92 as against a loss per share of 1.32 in the previous financial year.

The Indian pharmaceutical industry continues to be one of the largest and fastest-growing pharmaceutical markets globally, supported by increasing healthcare awareness, rising disposable incomes, growing access to healthcare services and favourable demographic trends. The sector continues to benefit from strong domestic demand, expanding healthcare infrastructure, increasing penetration of health insurance and government initiatives aimed at improving healthcare accessibility.

Indias pharmaceutical market is also witnessing increasing opportunities arising from the growing demand for quality and affordable medicines, expansion of chronic therapy segments and rising focus on preventive healthcare. At the same time, the industry continues to operate in an environment characterized by pricing pressures, regulatory scrutiny, supply chain challenges and intense competition. Companies that maintain high standards of quality, regulatory compliance, product innovation and operational efficiency are expected to be better positioned to capitalize on emerging growth opportunities.

Against this backdrop, Gujarat Terce Laboratories Limited continued to focus on strengthening its operational capabilities, maintaining quality standards and enhancing business efficiencies. The Company remains committed to sustainable growth through improved market penetration, product portfolio optimisation, operational excellence and prudent financial management. Supported by its established presence in the pharmaceutical sector and customer-centric approach, the Company remains confident of creating long-term value for its stakeholders while pursuing profitable growth opportunities in the years ahead.

Operational Highlights

During FY 2025-26, the Company continued to focus on improving operational effectiveness and strengthening its business fundamentals. The management remained committed to maintaining high standards of product quality, regulatory compliance and customer service while driving efficiency across manufacturing, procurement and distribution functions. Various cost optimization initiatives undertaken during the year contributed to improved profitability and margin stability despite a moderation in revenues.

The Company continued to emphasize prudent working capital management and financial discipline, resulting in a significant reduction in finance costs during the year. Focus on inventory management, procurement efficiencies and resource optimization enabled the Company to strengthen its operational performance and improve overall profitability. The Company also continued its efforts towards enhancing productivity, strengthening internal controls and improving process efficiencies across business functions.

With a strong emphasis on quality, compliance and sustainable business practices, the Company remains well-positioned to leverage opportunities arising from the continued growth of the Indian pharmaceutical industry and deliver long-term value to its shareholders.

Accounting Method

The Annual Audited Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 ("the Act") and are prepared in accordance with the Indian Accounting Standards ("Ind AS") as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("the SEBI Listing Regulations").

The Annual Audited Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Standalone Financial Statements of Company and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https://www.gujaratterce.in/financial-results/

Change in the nature of the business

There have been no changes in the nature of the business and operations of the Company during the financial year under review.

Transfer to reserves in terms of section 134(3)(J) of the Companies Act, 2013.

The company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the Companies Act, 2013.

Dividend

Board decided not to recommend dividend for the current year in order to conserve resources for operational and business requirements.

Material changes and commitments affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between 31 March 2026 and the date of this Report.

B. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of operations of the Company. Regular audits and review processes ensure that such systems are reinforced and further improvised on an ongoing basis. The Company continues to invest in various digitisation initiatives to automate controls to an extent possible, in order to minimize manual errors and lapses. The Company added new automated controls considering the increase in size and complexity of its operation.

The Companys internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of 31 March 2026. During the financial year under review, neither the Internal Auditor nor the Statutory Auditors issued any letters indicating weaknesses in the internal controls.

The Companys Financial Statements are prepared basis the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies undergo periodical review and are updated from time to time.

The Company uses interAct and tally as a business enabler and to maintain its books of account. The transactional controls built into the interact and tally systems ensure appropriate segregation of duties, necessary approval mechanisms, and the maintenance of supporting records the accounting software in use has the audit trail feature enabled.

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2025-26.

C. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2) (e) read with Part B of Schedule V of the SEBI Listing

Regulations, is presented in a separate section and forms part of the Annual Report.

It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2025-26.

D. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company, during the financial year under review, were in the ordinary course of business and on arms length basis, pre-approved by the Audit Committee, comprising of majority of Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.

Prior omnibus approval of the Audit Committee is obtained for transactions of the Company with related parties which are repetitive in nature. A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines.

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the note no. 36 to the Standalone Financial Statements, respectively forming part of the Annual Report. All transactions with related parties were in ordinary course of business and at arms length. No transaction required specific approval u/s 188(1). Accordingly, Form AOC-2 is not applicable and no particulars are required to be reported thereunder.

No transaction required approval of shareholders under Section 188(1).

Policy on Materiality of and on Dealing with Related Party Transactions

The Companys Policy on Materiality of and on dealing with Related Party Transactions ("RPT Policy") as formulated by the Audit Committee and approved by the Board is uploaded on the website of the Company and can be accessed at the weblink: https://www.gujaratterce.in/ code-and-policies/ . The said Policy was amended on 29 May 2026 to incorporate the relevant changes brought in the SEBI Listing Regulations.

E. AUDITORS AND THEIR REPORTS Statutory Auditors

Shah Doshi Patel & Associates LLP, Chartered Accountants, (Firm Registration No.: F112630W) are the Statutory Auditors of the Company. The Members of the Company had at their 40^th AGM held on 21 August 2025 granted their approval for reappointment of Shah Doshi Patel & Associates LLP for a second term of five consecutive years commencing from the conclusion of the 40^th AGM up to the conclusion of the 45^th AGM of the Company to be held in the year 2030.

All services rendered by the Statutory Auditors are pre-approved by the Audit Committee. During the financial year under review, the Statutory Auditors have not offered any prohibitory services to the Company or its holding company or subsidiary company of the Company.

Unmodified Statutory Auditors Reports.

The Statutory Auditors Reports on the Annual Audited Financial Statements for the financial year 2025-26 forms part of the Annual Report and is unmodified i.e., it does not contain any qualification, reservation, or adverse remark or disclaimer.

Secretarial Auditor

M/s. Pinakin Shah & Co., Practicing Company Secretaries was appointed as the Secretarial Auditor of the Company for the five consecutive years commencing from the conclusion of the 40^th AGM up to the conclusion of the 45^th AGM of the Company to be held in the year 2030 to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations read with circulars issued thereat, for the financial year 2025-26. M/s. Pinakin Shah & Co. holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2026 are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2026 is annexed to this Boards Report as Annexure A to this Boards Report and forms part of the Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2026 in compliance with the Regulation 24A of the SEBI Listing Regulations is also uploaded on the website of the Company and can be accessed at the weblink: https://www.gujaratterce.in/ annual-compliance-report/

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys processes. The Board has appointed M/s. D.V. Shah & Associates as the Internal Auditors of the Company with effect from 1 April 2025, who reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which inter-alia, covers core business operations as well as support functions which is reviewed and approved by the Audit Committee on an annual basis. The Internal Audit approach verifies compliance with the operational and system related procedures and controls.

Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

During the financial year under review, there were no suspected frauds or irregularity or a failure of internal control systems of a material nature which required reporting to the Board or the Audit Committee.

Cost Auditor and Cost Audit Report

Based on the recommendation of Audit Committee, the Board appointed M/s K V M & Co. - Cost Accountants (Firm Registration No. 000458), as the Cost Auditor to conduct the audit of the Companys cost records for the financial year ended 31^st March, 2026. The Cost Auditor will submit his report for FY 2025-26 by the due date. The Company maintains the cost records in compliance with provisions of Section 148(1) of the Act.

Reporting of frauds by Auditors

During the financial year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

F. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees provided by the Company during the financial year 2025-26 and the purpose for which the loan or guarantee is utilized by the recipient are disclosed in Note Nos. 4 & 9 to the Standalone Financial Statements. No loans/advances have been made to companies/firms in which Directors are interested. During the financial year under review, the Company has not provided any loans/advances/ guarantees/securities in connection with any loans given.

The transactions which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Para A of Schedule V of the SEBI Listing

Regulations are disclosed in notes to the Standalone Financial Statements.

G. PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees, during the financial year under review and no amount on account of principal or interest thereon was outstanding as of 31 March 2026. The Company has not accepted any loans from its Directors of the Company during the financial year under review.

H. EMPLOYEES

As on 31 March 2026, the following persons are designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Aalap Prajapati, Managing Director & CEO;

2. Mr. Bhagirath Maurya, Chief Financial Officer;

3. Ms. Ashka Solanki, Company Secretary & Compliance Officer.

Ms. Ripal Sukhadiya had resigned on 31 August 2025 to pursue other professional interests and ceased to be the Company Secretary & Compliance Officer, of the Company with effect from close of 31 August 2025.

Further, basis the recommendations of the Nomination and Remuneration Committee ("NRC"), at its meeting held on 1 September 2025, the Board of Directors has approved appointment of Ms. Ashka Solanki as the Company Secretary & Compliance Officer of the Company.

Particulars of employees and related disclosures

The Company has no employees who were in receipt of remuneration of not less than 1,02,00,000/-during the financial year under review or not less than 8,50,000/- per month during any part of the financial year ended 31 March 2026.

Disclosures with respect to the remuneration of the Directors, the KMPs and the employees of the Company as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure B to this Boards Report and forms part of the Annual Report.

Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink: https://www.gujaratterce.in/ financial-results/. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at cs@gujaratterce.com.

I. BOARD & COMMITTEES Board

The Board of Directors ("the Board") is at the helm of the governance structure at the Company and endorses that good governance is not merely an objective but also means to achieve the objective of operating as a responsible global citizen.

The Board is entrusted with the ultimate responsibility for the management, general affairs, direction and strategies of the Company, and vested with requisite powers, authorities and duties. The Board along with its Committees provides leadership and guidance to the Companys Management and supervises the Companys performance.

The Managing Director & CEO is a Professional Director in his individual capacity on the Board of the Company. He leads the Board and is responsible for its overall effectiveness.

The Leadership Team of the Company is headed by the MD & CEO, and has business and functional heads as its members, who manage the day-to-day affairs of the Company. The MD & CEO together with the business and functional heads operate within the framework of the strategic policies laid down by the Board. They drive company-wide processes, systems and policies, and act as role models for leadership development within the organisation.

A. Size and Composition of the Board

The size and composition of the Board of the Company is in conformity with the requirements of Regulation 17 of the SEBI Listing Regulations and the applicable provisions of the Companies Act, 2013 ("the Act"). The composition of Board of the Company represents an optimum combination of experience, knowledge, expertise and skills from diverse fields including consumer and retail, finance, law, governance, etc. which are required by the Board to discharge its responsibilities effectively.

As on 31 March 2026 and on the date of this Report the Board of the Company is composed of six Directors comprising of three Executive Directors, of which one designated as the MD & CEO and three (including one Woman) Independent Directors. This ensures Board independence, exercise of independent judgement and high diversity at the Board level.

B. Changes in Board Composition during the year under review:

The Members of the Company, at its 40^th AGM had approved the following:

1. Re-appointment of a Director in place of Mr. Amritbhai Prajapati (DIN: 00699001) liable to retire by rotation.

2. Regularization of Ms. Avani Vishnubhai Patel (DIN: 07774901) as an Independent Director of the Company.

Apart from the above, Ms. Chhayaben Shah ceased to be the Independent Director of the Company w.e.f 21 August 2025, on the completion of her tenure as the Independent Director of the Company.

Director Retiring by Rotation

Mr. Natwarbhai Prajapati, Executive Director

In terms of Section 152 of the Act, Mr. Natwarbhai Prajapati, Executive Director (DIN: 00031187), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing AGM.

Mr. Natwarbhai Prajapati has consented to and is not disqualified from being re-appointed as an Executive Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is father of Mr. Aalap Prajapati, Managing Director & CEO of the Company and brother of Mr. Amritbhai Prajapati, Whole- Time Director of the Company. The Board, basis recommendation of the NRC, recommends his re-appointment as an Executive Director of the Company, for approval of the Members at the ensuing AGM. The Notice convening the ensuing AGM sets out the brief profile, other details and disclosures with respect to Directors proposed for appointment and re-appointment.

Re-appointment of Mr. Aalap Prajapati, MDRs.and CEO:

Mr. Aalap Prajapati was appointed as the MDRs.and CEO of the Company (liable to retire by rotation), by the members of the Company on the recommendation of Board and NRC, for the first term of five years with effect from 28 October 2021 to 27Rs.October 2026 (both days inclusive). The Board at its meeting held on 29 May 2026 basis NRCs recommendation, approved re-appointment of Mr. Aalap Prajapati as the MD of the Company designated as "Managing Director & Chief Executive Officer" for the second term of for a further period of 3 (three) years with effect from 28 October 2026 to 27 October 2029 (both days inclusive), in accordance with Note (1) to Section II of Part II of Schedule V to the Act and recommended to the Members of the Company, his re-appointment together with the terms and conditions of his appointment and remuneration payable to him. The notice convening the ensuing 41^st AGM sets out the brief profile, other details and disclosures with respect to his re-appointment.

Meetings and Attendance

During FY 2025-26, the Board met Seven times. Necessary quorum was present at all meetings and the gap between two consecutive meetings did not exceed one hundred and twenty days. The 40^th AGM of the Company was held on Monday, 21 August 2025, through audio-video conference facility ("VC") in compliance with the circulars and framework issued by the MCA and SEBI.

				Attendance of Members
Sr. No. Date of Meeting	Mode of Meeting	Mr. Aalap Prajapati (Managing Director & CEO)	Mr. Nat- warbhai Prajapati (Executive Director)	Mr. Amritbhai Prajapati (Executive Director)	Mr. Viplav Khamar (Inde- pendent Director)	Mr. Suren- drakumar Sharma (Inde- pendent Director)	Ms. Avani Patel* (Inde- pendent Director)	Ms. Chhay- aben Shah** (Inde- pendent Director)	% of at- tendance at the meeting
1. 19-05-2025	Physical	Yes	Yes	Yes	Yes	Yes	NA	Yes	100%
2. 26-05-2025	Physical	Yes	Yes	Yes	Yes	Yes	Yes	Yes	100%
3. 17-07-2025	Physical	Yes	Yes	Yes	Yes	Yes	Yes	Yes	100%
4. 11-08-2025	Physical	Yes	Yes	Yes	Yes	Yes	Yes	Yes	100%
5. 01-09-2025	Physical	Yes	Yes	Yes	Yes	Yes	Yes	NA	100%
6. 08-11-2025	Physical	Yes	Yes	Yes	Yes	Yes	Yes	NA	100%
7. 04-02-2026	Physical	Yes	Yes	Yes	Yes	Yes	Yes	NA	100%
% of attendance of Members	-	100%	100%	100%	100%	100%	100%	100%

*Ms. Avani Patel was appointed as the Independent Director of the Company w.e.f 26 May 2025

**Ms. Chhayaben Shah ceased to the Independent Director of the Company w.e.f 21 August 2025, upon her completion of tenure as the Independent Director.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and unless exempted, have also passed the online proRs.ciency self-assessment test conducted by IICA.

The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proRs.ciency to qualify as Independent Directors and are Independent of the management of the Company.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of the Company at its meeting (following the NRC and Independent Director meeting) has carried out an annual evaluation of its own performance and that of its Committees, as well as performance of all of the Directors including Independent Directors and the Chairman of the Board. The Board has also carried out performance evaluation of the Managing Director & CEO of the Company basis the KRAs set by the NRC.

The Independent Directors in a separate meeting carried out the evaluation of the performance of the Chairman of the Company, considering the views of Executive and Non-Executive Directors, the performance of the Non-Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC at its meeting reviewed the evaluations, the implementation and compliance of the evaluation exercise done.

Familiarisation Program for Independent Directors

The Directors are aRs.orded many opportunities to familiarise themselves with the Company, its Management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board to familiarise them with the Companys operations, quality systems, and manufacturing partner facilities. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director & CEO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Companys values and commitments. They are also introduced to the Organisational Structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, and meetings held during a quarter.

The Board Members are apprised by the Senior Management at quarterly Board Meetings by way of presentations which include industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, succession planning, strategic investment, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management.

The Company from time to time familairises the Directors of the Company of the key roles and responsibilities of the Directors comprising of onboarding and ongoing compliances/disclosures to be made by Directors, general obligations under the Act and the SEBI Regulations.

Nomination & Remuneration Policy and criteria for determining attributes, qualification, independence, and appointment of Directors

A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning ("Nomination & Remuneration Policy") is adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors, KMPs, Senior Management and other employees of the Company. During the financial year, the Appointment and Remuneration Policy was amended to align it with the amendments The Policy is uploaded on website of the Company and can be accessed from the weblink: https://www.gujaratterce.in/code-and-policies/.

The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Members and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.

Non-Executive Directors

The Non-Executive (Independent) Directors of the Company are paid sitting fees for attending meetings of the Board and Committees.

None of the Non-Executive Directors of the Company received remuneration in excess of 50% of the total remuneration paid to all Non-Executive Directors during the financial year under review.

Executive Director - Managing Director & CEO

The Managing Director & CEO of the Company is paid remuneration within the overall terms and limits approved by the Members of the Company.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that: a. In the preparation of the annual accounts for the financial year ended 31 March 2026 the applicable accounting standards had been followed and there are no material departures therein; b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year on 31 March 2026 and of the profit/loss of the Company for the financial year ended on that date; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2026; and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2026.

Annual General Meeting

The 40^th AGM of the Company was held on Monday, 21 August 2025 through audio video conferencing facility. The AGM was attended electronically by 31 members.

Meeting of Independent Directors

The Independent Directors of the Company meet without the presence of other Directors or the management of the Company.

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met once i.e., on 26 May 2025. The Meetings were attended by all Independent Directors of the Company.

AUDIT COMMITTEE

As on 31 March 2026, the Audit Committee of the Company comprised of three Non-Executive Directors and one Executive Director. The Chairman of the Audit Committee is an Independent Director. All Members of the Audit Committee including the Chairman possess strong accounting and financial management knowledge.

Composition of Audit Committee

The Company has a qualified and an independent Audit Committee, which acts as a link between the Management, the Statutory and Internal Auditors, and the Board. The CFO, the Statutory Auditors and the Internal Auditors are invited to and generally attend the Audit Committee meetings where matters related to their function are being discussed.

The Chairman of the Audit Committee Ms. Avani Patel was virtually present at the 40^th AGM of the Company to address the Members queries pertaining to financial statements of the Company.

The Company Secretary of the Company acts as the secretary to the Committee.

Committee Meetings

During the financial year under review, the Audit Committee met five times. The gap between two consecutive meetings did not exceed one and hundred and twenty days. Necessary quorum was present for all the meetings.

Details of the composition of the Audit Committee and meetings held and attended during the financial year under review is, as under:

			Attendance of Members				% of
Sr. NO. Date of Meeting	Mode of Meeting	Ms. Avani Patel (Chairperson)*	Mr. Viplav Khamar	Mr. Surendrakumar Sharma	Ms. Chhaya- ben Shah**	Mr. Aalap Prajapati ***	attend- ance at the meeting
1. 26-05-2025	Physical	NA	Yes	Yes	Yes	NA	100%
2. 17-07-2025	Physical	NA	Yes	Yes	Yes	NA	100%
3. 11-08-2025	Physical	Yes	Yes	Yes	Yes	Yes	100%
4. 08-11-2025	Physical	Yes	Yes	Yes	NA	Yes	100%
5. 04-02-2026	Physical	Yes	Yes	Yes	NA	Yes	100%
% of attendance of Members	-	100%	100%	100%	100%	100%

*Ms. Avani Patel was appointed as the Chairman of the Audit Committee w.e.f 11 August 2025

**Ms. Chhayaben Shah upon her cessation from the Board of Directors of the Company w.e.f 21 August 2025, ceased to be the member of Audit Committee. ***Mr. Aalap Prajapati was appointed as the member of the Audit Committee w.e.f 11 August 2025.

Recommendations of the Audit Committee

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As on 31 March 2026, the Nomination & Remuneration Committee ("NRC") of the Company comprised of all Independent Directors. Mr. Surendrakumar Sharma, Independent Director and Chairman of the NRC attended the 40^th AGM of the Company virtually.

Committee Meetings

During the financial year under review, the NRC met two times and necessary quorum was present for all the meetings.

Details of the composition of the NRC and meetings held and attended during the financial year under review is, as under:

			Attendance of Members
Sr. NO. Date of Meeting	Mode of Meeting	Mr. Surendrakumar Sharma (Chairperson)	Mr. Viplav Khamar	Ms. Avani Patel*	Ms. Chhayaben Shah**	% of attendance at the meeting
1. 26-05-2025	Physical	Yes	Yes	NA	Yes	100%
2. 01-09-2025	Physical	Yes	Yes	Yes	NA	100%
% of attendance of Members	-	100%	100%	100%	100%

*Ms. Avani Patel was appointed as the Member of the NRC w.e.f 11 August 2025

**Ms. Chhayaben Shah upon her cessation from the Board of Directors of the Company w.e.f 21 August 2025, ceased to be the member of NRC.

Disclosure with respect to remuneration:

Salary, as recommended by the Nomination and Remuneration Committee and approved by the Board and the shareholders of the Company if any. Perquisites, retirement benefits and performance pay are also paid/ provided in accordance with the Companys compensation policies, as applicable to all employees and the relevant legal provisions. Presently, the Company does not have a stock options scheme for its directors.

Name of Director	Service contracts (Terms of Appointment)	Remuneration & Perquisites and other allowance (Amt. in lakhs.)	Notice Period & Severance Fees	Total
Mr. Natwarbhai Prajapati	Upto 29/05/2027	36.10 lacs	30 days	36.10 lacs
Mr. Aalap Prajapati	Upto 27/10/2026*	88.09 lacs	90 days	88.09 lacs
Mr. Amritbhai Prajapati	Upto 23/05/2029	4.25 lacs	30 days	4.25 lacs

*Mr. Aalap Prajapati is proposed to be re-appointed as the Managing Director & CEO of the Company from 28 October 2026 till 27 October 2029 .

Remuneration is within limits specified under section 197 of the Companies Act, 2013 and rules made thereunder.

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes, Independence of a director.

The Nomination and Remuneration policy has also been uploaded on the Companys website at http://gujaratterce.in/Code-and-Policies .

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee ("SRC") comprises of one Independent Director and two Executive Directors.The Chairman of the SRC Committee is an Independent Director. Mr. Viplav Khamar, Independent Director and Chairperson of SRC, was virtually present at the 40^th AGM of the Company.

Committee Meetings

During the financial year under review, the SRC met two times and the necessary quorum was present for the meetings.

Details of the composition of the SRC and meetings held and attended during the financial year under review is, as under:

			Attendance of Members
Sr. NO. Date of Meeting	Mode of Meeting	Mr. Viplav Khamar (Chairperson)	Mr. Aalap Prajapati	Mr. Natwarbhai Prajapati*	Ms. Chhayaben Shah**	% of attendance at the meeting
1. 26-05-2025	Physical	Yes	Yes	NA	Yes	100%
2. 11-08-2025	Physical	Yes	Yes	Yes	Yes	100%
% of attendance of	-	100%	100%	100%	100%
Members

*Mr. Natwarbhai Prajapati was appointed as the Member of the SRC w.e.f 11 August 2025

**Ms. Chhayaben Shah upon her cessation from the Board of Directors of the Company w.e.f 21 August 2025, ceased to be the member of SRC.

The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: https://www.gujaratterce.in/bod-management-council/.

GOVERNANCE

Corporate Governance

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 andRs.46(2)(b) to (i) & (t) and Para C, D & E of Schedule V are not applicable to the Company as paid up share capital doesnt exceed I 10 Crore and net worth doesnt exceed I 25 crores as on 31 March 2025.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. Our Corporate Governance Policies guide the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated a vigil mechanism (whistle blower policy) as per Regulation 22 of the Listing Regulation and Section 177 of the Companies Act, 2013 for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said policy has also been uploaded on the Companys website at https://www.gujaratterce.in/code-and-policies/

Prevention of Sexual Harassment at Workplace

The company has in place an antisexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Summary of sexual harassment complaints received and disposed of during the financial year: -

No. of complaints received: Nil No. of complaints disposed of: Nil No. of complaints pending: Nil No. of complaints unsolved: Nil

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the provisions of the Maternity Benefit Act, 1961, as amended.

Risk Management

The Company has a well-defined Risk Management Policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness amongst various business verticals and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Companys activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Companys objectives.

The Board reviews the Risk Management Policy every two years and periodically reviews the framework considering the industry dynamics, evolving complexities, economic environment, increased competition, acquisitions made, change in laws, regulations and policies by the Government

Authorities, working capital requirements of the Company and its impact on the business operations and other developments. During the financial year under review, the Board reviewed and evaluated the risks associated with the business and monitored the mitigation plans in line with the Risk Management Policy and framework adopted by the Company to cover all potential risks viz. Financial Operational, Sectoral, Sustainability, Environmental, Social and Governance ("ESG"), Information Risks, Cyber Security risks, risks related to acquisitions etc. and was of the view that the risk management systems and framework are operating adequately.

The Board have the responsibility for overseeing all risks. The Audit Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis.

J. CORPORATE SOCIAL RESPONSIBILITY

Our CSR philosophy transcends beyond regulatory compliance. Rather than viewing CSR as a legal formality, we consider it an essential aspect of our corporate identity - one that is focused on generating meaningful social, economic and environmental impact. We aim to align our business values with the well-being of society at large.

During the financial year under review the Company did not fall under the criteria of Corporate Social Responsibility applicability for section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. So, there was no requirement to the constitution of the Corporate Social Responsibility Committee.. But as a part of s part of its Corporate Social Responsibility (CSR) initiatives during the Financial Year 2025-26, the Company continued its support towards the education of underprivileged children through SHWASH, a non-profit organization dedicated to providing quality education and holistic development opportunities to children from economically weaker sections of society. The Company sponsored two SHWASH education centres located at Thaltej and Chandlodia, Ahmedabad, thereby helping ensure access to learning resources, academic support, and a nurturing environment for deserving children. Through this initiative, the Company seeks to empower young minds through education and contribute meaningfully towards building a more inclusive and equitable society.

K. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure C to this Boards Report and forms part of the Annual Report.

L. POLICIES

Your Company is committed to adhere to the highest standards of ethical, moral and legal business conduct. In accordance with the requirements of the provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI Insider Trading Regulations") and other applicable laws, as amended from time to time, your Company has formulated certain Policies. These Policies are reviewed periodically and are updated as and when needed. The Policies are uploaded on the website of the Company https://www.gujaratterce.in/code-and-policies/

M. SECRETARIAL

Authorised Share Capital

The authorised share capital of the Company as on 31 March 2026 was 11,00,00,000/- divided into 11,00,000 equity shares of the face value of 10/- each. There was no change in the authorised share capital during the financial year under review.

Changes in issued, subscribed and paid-up share capital

During the financial year under review, the Company had approved the conversion ofRs.3,71,000 (Three Lakh Seventy-One Thousand) Fully Convertible WarrantsRs.intoRs.3,71,000 Equity Shares of face value 10/- each, issued at a price ofRs. 37.70/- per share, allotted toRs. Mr. Aalap Natubhai Prajapati, Promoter & Managing Director of the Company on 16 December 2025. The equity shares issued and allotted during the financial year under review rank pari-passu with the existing equity shares of the Company in all respects and listed on stock exchange were the equity shares of the Company are listed. The said shares were listed on 25 February 2026 on BSE within prescribed timelines.

The movement in the paid-up share capital during the financial year under review is as under:

Date	Particulars	No. of equity shares allotted	Cumulative Equity Shares (in nos.)	Cumulative Share Capital (in )
1 April 2025	Opening issued, subscribed and paid-up share capital	-	74,20,300	7,42,03,000
16 December 2025	Allotment of equity shares to Mr. Aalap Prajapati on conversion of fully convertible warrants.	3,71,000	77,91,300	7,79,13,000
31 March 2026	Closing issued, subscribed and paid-up share capital	-	77,91,300	7,79,13,000

Changes in the equity share capital from 1 April 2026 to date of this Report

There is no change in the equity share capital of the Company from 1 April 2026 to the date of this Report.

Annual Return

The Annual Return of the Company for the financial year ended 31 March 2026 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https://www.gujaratterce.in/annual-returns/

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and the Secretarial Standard on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India and approved by the Central Government, and such systems are adequate and operating effectively.

During the financial year under review, the Company was in compliance with the SS-1 and SS-2.

N. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

O. SUBSIDIARY, ASSOCIATE OR JOINT VENTURE

The Company does not have any subsidiary, associate or joint venture. No company became or ceased to be a subsidiary, associate or joint venture during the financial year 2025-26.

P. GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise; - Issue of sweat equity shares to employees of the Company under any scheme;

- Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future;

- Raising of funds through Rights Issue or Qualified Institutional Placement;

- Voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act);

- Suspension of trading of equity shares of the Company;

- Revision made in Financial Statements or the Boards Report of the Company;

- There was no one-time settlement done by the Company and hence the provision of details of difference in valuation arising between such onetime settlement and the loan taken from the Banks does not arise.

Q. ACKNOWLEDGEMENTS

The Board of Directors wishes to extend its sincere appreciation for the support and cooperation received from various entities, including the government and regulatory authorities, stock exchanges, depositories, banks, customers, business associates and members throughout the financial year under review.