Your Directors take pleasure in presenting the 48th Annual Report of the Company together with the Audited
Statement of Accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance during the year ended March 31, 2025 as compared to the previous
financial year, is summarized below:

(INR ‘000’)

APPROPRIATION

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to the Manufacture of polymer alloys and
blends.

There was no change in nature of the business of the Company during the financial year under review.

c. PERFORMANCE & FUTURE OUTLOOK:

The current year witnessed an increase in sales from 811 MT in 2023-24 to 920 MT in 2024-25 with the
revenue from sales increasing to 16.92 crore rupees from 13.84 crore rupees. The company is engaged in the
upgradation and modernization of plant, machinery and equipment that is enabling the company to produce a
varied range of products to suit the customer needs as well as helping in import substitution.

d. SUBSIDIARY COMPANY, ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiary, joint venture during the year or at any time after the closure of the
year and till the date of the report.

As on closure of financial year, the Company has one Associate Company i.e., Multichem Private Limited, that
holds 23.36% of share capital of the Company.

e. DIVIDEND:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for
the financial year under review.

f. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF; established by the Government of India, after completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF
Authority.

However, the transfer of unpaid dividend to Investor Education and Protection Fund (IEPF) is not applicable to
the Company for FY 2024-25 and no amount is lying in Unpaid Dividend A/c of the Company.

g. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves during the year.

h. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73
of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to deposits covered under
Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not
applicable.

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), your Company has a Policy on Related-Party
Transactions which can be accessed through web link - https://gpl.in/admin/uploads/
Related%20Party%20Transaction%20Policy.pdf

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and
repetitive nature. A statement giving details of all related-party transactions was placed before the Audit
Committee for their noting/approval every quarter.

There were no materially significant transactions with related parties (i.e., transactions exceeding 10% of the
annual consolidated turnover) that may have potential conflict with the interests of your Company at large
entered into during the year as per the last audited financial statements.

Further, all related party transactions are mentioned in the notes to the accounts. The Directors draw attention
of the members to the Notes to the financial statements which sets out the disclosure for related party
transactions.

None of the Directors and the KMPs have any pecuniary relationships or transactions vis-a-vis the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo etc. are furnished in “Annexure II” which forms part of this Report.

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

There were no additional Loans and Guarantees made by the Company under Section 186 of the Companies
Act, 2013 during the period under review.

The details of the existing investments made by the Company under Section 186 of the Companies Act, 2013
are given in the Notes to the standalone financial statements for the financial year ended March 31,2025.

l. DETAILS OF MATERIAL CHANGES FROM END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There is no material change affecting the financial position of your Company which occurred between the end
of the Financial Year to which the Financial Statements relate and the date of this Report.

m. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and
Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the
Corporate Governance Report of the Annual Report.

Your Company's Board has 5 (Five) Directors comprising of 2 (Two) Managing Directors, 2 (Two) Independent
Directors and 1 (One) Non-Independent Director. The complete list of Directors of the Company has been
provided in the Corporate Governance Report forming part of this Annual Report.

a. Board of Directors:

i. Appointment

No appointment of any director was made in the Company during the year under review.

ii. Re-appointment

No Re-appointment of any director was made in the Company during the year under review.

iii. Resignation / cessation

No Resignation / cessation of any director was made in the Company during the year under review.

iv. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, none of the Independent Directors is liable to retire by rotation.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Charita Thakkar (DIN:
00321561), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and
being eligible, offers herself for re-appointment. The said Director is not disqualified from being
reappointed as a Director of a Company

v. Key Managerial Personnel:

i. Appointment

No appointment of any KMP was made in the Company during the year under review.

ii. Resignation

No Resignation of any KMP was made in the Company during the year under review.

vi. Declarations by Independent Directors:

All the Independent Directors have confirmed that they meet the criteria of independence as laid
down under the Act and Listing Regulations. They have declared that they do not suffer from any
disqualifications specified under the Act. In terms of Regulation 25 (8) of Listing Regulations they
have confirmed 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 Board of Directors of the
Company has taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. There has been no change
in the circumstances affecting their status as Independent Directors of the Company. Also, all the
Independent Directors are registered on the on-line database of Independent Directors by the Indian
Institute of Corporate Affairs, Manesar (“IICA”).

vii. Remuneration / Commission Drawn from Holding / Subsidiary Company:

The Company does not have any holding company or subsidiary company and thus the remuneration/
commission drawn by Directors/KMPs from holding/subsidiary company is not applicable.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met five (5) times during the financial year ended 31st March 2025 on 28th May,
2024, 17th July, 2024, 08th August, 2024, 07th November, 2024 and12th February, 2025, in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.

Your Directors state that applicable Secretarial Standards (‘SS'), i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors' and ‘General Meetings', respectively, issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs of India have been duly followed by
the Company.

b. Audit Committee:

The details including the composition of the Audit Committee including attendance at the Meetings and
Terms of Reference are included in the Corporate Governance Report, which forms part of the Annual
Report.

c. Nomination and Remuneration Committee:

The details including the composition of the Nomination & Remuneration Committee including attendance at
the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms part
of the Annual Report.

d. Stakeholders Relationship Committee:

The details including the composition of the Stakeholder Relationship Committee including attendance at
the Meetings and Terms of Reference are included in the Corporate Governance Report, which forms
part of the Annual Report.

e. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations, framed a “Vigil Mechanism Policy” for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors
from any victimization on raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.

The policy is also uploaded on the website of the Company. The path of the same is as follows:
https://www.gpl.in/admin/uploads/Vigil%20Mechanism%20Policy.pdf

The employees of the Company have the right/option to report their concern/grievance to the Chairman of
the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

f. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid
events, situations or circumstances which may lead to negative consequences on the Company's
businesses and define a structured approach to manage uncertainty and to make use of these in their
decision-making pertaining to all business divisions and corporate functions. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic management reviews.

g. Corporate Social Responsibility Policy:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, are not applicable on the Company.

h. Annual Evaluation of Directors, Committee and Board:

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 as amended from time to time and Regulations
17 and 25 of the Listing Regulations, the Board has carried out an annual performance evaluation of its
own performance, and of the Directors individually, as well as the evaluation of all the committees i.e.,
Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of
its committees and individual Directors, including the Chairman of the Board. The exercise was carried out
by feedback survey from each Director covering the Board functioning such as composition of Board and
its Committees, experience and competencies, governance issues etc. Separate exercise was carried
out to evaluate the performance of individual Directors including the Chairman of the Board who were
evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience,
knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making,
governance etc. The Board commended the valuable contributions and the guidance provided by each
Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent
Directors and the Board as a whole by the Independent Directors in their separate meeting being held
every year.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations Of Statutory Auditors on Accounts for The Year Ended March 31, 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the

financial year ended March 31, 2025 read with the explanatory notes therein are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.

b. Secretarial Audit Report for The Year Ended March 31, 2025:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandate the Company
to obtain Secretarial Audit Report from Practicing Company Secretary.

J.J. Gandhi & Co., Practicing Company Secretaries had been appointed to issue the Secretarial Audit
Report for the financial year 2024-25.

Secretarial Audit Report issued by J.J. Gandhi & Co., Practicing Company Secretaries in Form MR-3 for
the financial year 2024-25 is annexed hereto and marked as “Annexure I”. The report does not contain
any observation or qualification requiring explanation or comments from the Board under Section 134(3)
of the Companies Act, 2013

Further, in view of the recent amendment to the Listing Regulations, it is proposed to appoint J.J. Gandhi
& Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five
years commencing on April 1, 2025 until the conclusion of the 53rd Annual General Meeting of the
Company which will be held for the financial year 2029-30. The proposal for the said appointment is being
placed for the approval of the Members at the ensuing AGM.

c. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, M/s. Dayal & Lohia, Chartered Accountants, were appointed as Statutory Auditors
of the Company at the 45th AGM held on September 29, 2022 for a term of five financial years and they
continue to be the Statutory Auditors of the Company till the conclusion of the ensuing 50th AGM.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and
the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation
33(1)(d) of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended
provision of Section 139(1) of the Companies Act, 2013, has dispensed with the ratification of appointment
of Statutory Auditors each year by the Members.

d. Internal Auditors:

The Company has adopted an internal control system, commensurate with its size. The Company had
appointed M/s. Krishna & Vishwas LLP as the Internal Auditors of the Company for FY 2024-25 to
complete the internal audit.

Further, the Board of Directors in their meeting held on May 23, 2025 has proposed to reappoint M/s
Krishna & Vishwas LLP, as the Internal Auditor of the Company for the financial year 2025-26. The
Company ensures compliance and controls so that the assets and business interests of your Company
are adequately safe guarded.

e. Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain
Cost Records under said Rules.

f. Reporting of Frauds by Statutory Auditors Under Section 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along
with a certificate from the Auditors on its compliance front forms part of this Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V(B) of Listing Regulations, the Management Discussion and
Analysis report is annexed hereto and marked as “Annexure - III”.

7. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of
the Company is provided in “Annexure- IV”.

8. SECRETARIAL:

a. Share Capital:

Authorised Share Capital

The Authorised Share Capital of the Company is Rs. 18,00,00,000/- divided into 1,40,00,000 Equity Shares
of Rs. 10/- each and 40,00,000 5% Non- Cumulative Redeemable Shares of Rs. 10/- Each.

Issued, Subscribed and Paid-up Share capital

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 5,96,91,660/- as at March
31, 2025 comprising of 59,69,166 Equity Shares of Rs. 10 each fully paid-up. There was no change in
Share Capital during the year under review.

b. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors and General Meetings.

c. ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the
Companies (Management and Administration) Amendment Rules, 2020, the Annual Return of your Company
in form MGT-7 for the Financial Year 2024-25 , is hosted on the website of your Company and the web-
link of the same is as mentioned below, i.e., https://www.gpl.in/mgt-7.php

9. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are
furnished as under:

a. Disclosure of Orders Passed by Regulators or Courts or Tribunal:

There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which
shall impact the going concern status and Company's operations in future during the financial year.

b. Director’s Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act,
2013:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 March 31,2025 and of the profit of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls are followed by the Company and such internal financial controls are
adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively;

c. Disclosure Regarding Internal Complaints Committee:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There has been no complaint received from any of the employees of the Company during the year under
review.

d. Disclosure Under Rule 8 of Companies (Accounts) Rules, 2014:

The company is in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

e. Disclosure Under Section 43(a)(ii) Of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

f. Disclosure Under Section 54(1)(b) Of the Companies Act,2013:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure Under Section 67(3) Of the Companies Act,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. Certifications/Recertifications:

Your Company is certified for Standard ISO 9001:2015 & ISO 14001:2015.

j. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to
disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not
applicable;

k. The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable.

l. Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support
and encouragement to the Company.

For and on behalf of the Board
Gujarat Petrosynthese Limited

Ms. Urmi N. Prasad Ms. Charita Thakkar

Date : 12th August 2025 Jt. Managing Director Jt. Managing Director

DIN:00319482 DIN:00321561

Place: San Francisco Place : San Francisco