Gujarat Terce Laboratories Ltd

To

The Members of

Gujarat Terce Laboratories Limited

Your directorRSs have pleasure in presenting the 40^th Annual Report of your Company together with the Audited Statement of Accounts and the AuditorsRS Report thereon for the financial year ended 31^st March, 2025

1. FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized below:

(Amount in Lakhs)

2. STATE OF COMPANYRSS AFFAIRS AND FUTURE OUTLOOK

During the reporting period companyRSs performance was satisfactory in terms of revenue generation as the same has generated total revenue of RS 5,019.52 Lakhs which is 222.05 Lakhs more than the last yearRSs turnover. Company has generated other income of RS 30.78 Lakhs during the year as compared to the other income generated in the previous year amounting RS 32.10 Lakhs. The company has incurred net loss of RS 97.87 Lakhs during the year as compared to the profit of RS 24.33 Lakhs in the previous financial year. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.

3. CAPITAL EXPENDITURE

As on March 31, 2025, the gross fixed assets (tangible and intangible) stood at RS 875.09 lakhs (previous year RS 840.40 lakhs) and the net fixed assets (tangible and intangible), at RS 365.39 Lakhs (previous year RS 369.18 lakhs). Capital Expenditure during the year amounted to RS 34.69 lakhs (previous year RS 7.37 Lakhs).

4. 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.

5. DIVIDEND

The Board of Directors of the Company has not recommended any dividend for the

current financial year in view of inadequate profits generated.

6. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

8. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025, was RS 7,42,03,000 comprising of 74,20,300 Equity Shares of RS 10.00 each. The Company has not issued any Equity Shares during FY 2024-25. There was no change in Share Capital during the year under review.

The company after receipt of in principle approval from BSE on 18/06/2024 has allotted 3,71,000 share warrants on 01/07/2024 which are convertible into Equity shares at conversion price of RS 3770/- per equity share within eighteen months from the date of allotment.

Distribution of Shareholding (As on March 31, 2025) On the basis of Share held:

On the basis of category:

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF) as there was no unclaimed/unpaid dividend, application money etc during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, guarantees or investments made under Section 186 is furnished in the note no. 4 & 9 to the financial statements.

11. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

12. Deposits

During the year under review, your Company has not invited any deposits from public/shareholders.

13. Related Party Transactions

Transactions with related parties, as per requirements of Accounting Standard 24, are disclosed in the note no. 35 to accounts annexed to the financial statements. All related party transactions that were entered into during the financial year were in the ordinary course of the business of the Company and were on an armRSs length basis. There were no materially significant related party transactions entered with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of the Company. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company https://www. guiaratterce.in/code-and-policies/. Since all related party transactions entered into were in the ordinary course of business and were on an armRSs length basis, form AOC-2 is not applicable to the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no Change in the constitution of Board during the year.

Board of directors and KMP as on 31/03/2025 are as following:

In accordance with the provisions of Section 152 of the Act read with Article 49 of the Articles of Association of your Company, Mr. Amritbhai Purshottamdas Prajapati will retire by rotation at the ensuing Annual General Meeting (RSAGMRS) and being eligible, offers himself for re-election. The Board of Directors of your Company (RSthe BoardRS) have recommended his re-election.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the independent directors, duly appointed by the Company,

have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

16. MEETINGS

(A) Board Meetings

The gap between two Board meetings did not exceed 120 days. The schedule of Board/Committee meetings are communicated in advance to the directors/committee members to enable them to plan their schedules and to ensure their meaningful participation in the meetings.

The Board met Eight times in financial year details of which are summarized as below:

(B) Separate Meetings of Independent Director

During the year under review, the Independent Directors met on 04/02/2025 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations, inter alia, to discuss:

(a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

(b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and NonExecutive Directors.

(c) Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties effectively.

All the Independent Directors were present at the Meeting.

(C) Committee Meetings:

(i) Audit Committee Meetings:

During the period under review, the Audit Committee met Four times on 29/05/2024, 09/08/2024, 28/10/2024 and 04/02/2025.

Composition of Audit Committee and attendance of each member during the meetings held in FY 2024-25 are given below:

(ii) Nomination and Remuneration Policy and Committee Meetings:

The Committee has held Three Meeting during the FY 2024-25 i.e. 29/05/2024, 20/06/2024 and 04/02/2025.

Composition of Nomination and Remuneration Committee and attendance of each member during the meetings held in FY 2024-25 are given below:

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 CompanyRSs 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.

Remuneration is within limits specified under section 19/ 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 details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the CompanyRSs website at http://guiaratterce.in/Code-and-Policies

(iii) Stakeholders Relationship Committee Meetings

The Committee has held Four Meeting during the FY 2024-25 i.e. 29/05/2024, 09/08/2024, 28/10/2024 and 04/02/2025.

The Composition of Stakeholders Relationship Committee and attendance of each member during the meetings held in financial year 2024-25 are given below.

17. GENERAL MEETING(S) HELD DURING THE YEAR

During the financial year, following general meeting was held. The provisions of the Companies Act, 2013 were adhered to while conducting the meeting:

Passing of Resolution by Postal Ballot:

None of special resolution was passed by way of postal ballot during the financial year ended March 31, 2025. As on date, the Company does not have any proposal to pass any special resolution by way of postal ballot.

18. 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 and 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 doesnRSt exceed RS 10 Crore and net worth doesnRSt exceed RS 25 crores during the year under review.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part

of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, significant changes in key financial ratios etc. in Annexure-A

20. BOARD EVALUATION

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out

by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

The above criteria are as per the Performance Evaluation Policy of the Company approved by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section134(3) (c) and 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) that the Directors had laid down proper internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down an effective Internal Financial Control System.

All legal and statutory compliances are ensured on a monthly basis. Noncompliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

23. FRAUD REPORTING

During the Year under review, there was no fraud reported.

24. EXTRACT OF ANNUAL RETURN

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://www.guiaratterce.in/ annual-returns/.

25. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. So, there is no requirement to the constitution of the Corporate Social Responsibility Committee.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: The steps taken or impact on conservation of energy;

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

(iii) Capital investment on energy conservation equipment: Nil

(B) Technology absorption:

(i) Efforts, in brief, made towards

technology absorption: The

Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products.

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not made any investment and taken any specific measure to reduce energy cost per unit. However, it intends to conserve energy for future generation.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: There is no technology imported during last three years as The CompanyRSs operations do not require significant import of technology.

(a) Details of technology imported: Nil

(b) Year of import: Nil

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.

(iv) The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo

27. BUSINESS RISK MANAGEMENT

Risk management is embedded in your companyRSs operating framework. Your company believes that managing risk helps in maximizing returns. The companyRSs approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

• Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices.

• Regulatory Risks

The company is exposed to risks attached to various statutes and regulations including the Companies Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

• Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities.

• Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

29. AUDITORS:

• Statutory Auditors & their Report

• At the Annual General Meeting held on 21/08/2020, M/s M.A. Shah & Co., Chartered Accountants (FRN: F112630W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2024-2025.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the AuditorRSs Report are self-explanatory.

• Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company, for the year under review. However, it is applicable for the financial year 2025-26 and M/s. K V M & Co.,(Firm Registration No.: 000458) Cost Accountants is appointed as Cost Auditor at a Remuneration of RS 50,000/- (inclusive of all) to be ratified by members at 40^th AGM.

• Secretarial Auditor -

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

On recommendation of Audit Committee, the Board has decided to appoint M/s. Pinakin Shah & Co., Practising Company Secretaries, as the Secretarial Auditor in place of M/s. GKV & Associates, subject to necessary approvals. This decision follows a detailed assessment by the Management and aligns with the CompanyRSs governance practices.

The appointment of M/s. Pinakin Shah & Co. is proposed for conducting the Secretarial Audit of the Company from FY 2025-26 onwards, for a period of

!

five years, i.e., from the conclusion of the 40^th AGM (August 21, 2025) to the conclusion of the 45^th AGM (to be held in 2030).

The proposal is included in the AGM Notice and is submitted for shareholdersRS approval.

The Secretarial Audit Report Submitted by GKV & Associates, for the financial year ended 2024 in the prescribed form MR-3 is annexed to the report as Annexure B.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

• Internal Auditors

On recommendation of Audit Committee, the Board of Director has re-appointed M/s D V Shah & Associates, Chartered Accountants, Ahmedabad as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, for financial year ended 2025.

30. CREDIT RATING OF SECURITIES

The Company has not obtained any credit rating of its securities.

31. DETAILS OF FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

32. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details 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 annexed herewith as Annexure C to this report.

Disclosures relating to remuneration and other details as required under 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 forms part of this Report.

However, none of the employees of the Company have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL STAN DARDS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government.

34. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except EmployeesRS Stock Options Schemes referred to in this Report.

(iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. There was no order passed during the year by any regulator, court or tribunal impacting the going concern status of its future operations.

35. INSURANCE

All the insurable interests of the Company including inventories, buildings, plant and machinery are adequately insured against the risk of fire and other risks.

36. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Objective of a familiarization program is to ensure that the Independent Directors are updated on the business environment and overall operations of the Company. This enables the Independent Directors to make better informed decisions in the interest of the Company and its stakeholders.

In Compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.

A familiarization program was conducted for Independent Directors on areas such as the core functions and operations of the Company, overview of the industry, financials and the performance of the Company by site visits to plant location.

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

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

38. 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 CompanyRSs website at http://guiaratterce.in/Code-and-Policies

39. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time was applicable to your company hence, your Company has maintained adequate cost records.

40. HUMAN RESOURCE

Your Company recognizes its employees as most valuable resource and ensures strategic alignment of Human Resource Initiatives and practices to business priorities and objectives. Its constant endeavour is to invest in Human Talent and Talent Management Processes to improve capabilities and potentials of human capital of the organization to cope with challenging business environment, varying needs of the customers and bring about customers delight by focusing on the CustomersRS needs. Attracting, developing and retaining

the right talent and keeping them motivated will continue to be a key strategic initiative and the organization continues to be focused on building up the capabilities of its people to cater to the business needs. Given growth plans of the Company, an important strategic focus is to continue to not only nurture its human capital, but also proactively focus on preparing all employees for the challenges of the future.

The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight. The Company always believes in maintaining mutually beneficial, healthy and smooth industrial relations with the employees and the Unions which is an essential foundation for the success of any organisation. The proactive initiatives combined with fair Wage Settlements at Manufacturing Plants have ensured healthier and more transparent Industrial Relations based on foundation of mutual trust and co-operation.

41. CAUTIONARY STATEMENT

The statements contained in the BoardRSs Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

42. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers and shareholders during the year under review. Your directors

also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.

For & on behalf of the Board of Directors Gujarat Terce Laboratories Limited

Prajapati Natwarbhai Parsottam

DIN : 00031187 Chairman

Date: 17/07/2025 Place: Ahmedabad

• Code of conduct for director and senior management

• Criteria of making payments to nonexecutive directors

• Policy on Related Party Transaction

• Policy on Familiarization Programme for Independent Directors

• Policy on Materiality

• Preservation of Documents and Archival Policy

• Terms and condition for Appointment of Independent Director

• Nomination and Remuneration Policy

• Policy on code of fair Disclosures

• Policy and Procedures for inquiry in case of leak of UPSI

• Risk Management Policy

• Whistle Blower Policy

• Code of conduct as per SEBI (PIT) Regulations, 2015

• Policy on Prevention of Sexual Harassment