Your director's have pleasure in presenting the 40^th Annual Report of your Company together with
the Audited Statement of Accounts and the Auditors' 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:

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2. STATE OF COMPANY'S AFFAIRS AND
FUTURE OUTLOOK

During the reporting period company's
performance was satisfactory in terms
of revenue generation as the same has
generated total revenue of ' 5,019.52
Lakhs which is 222.05 Lakhs more than
the last year's turnover. Company has
generated other income of ' 30.78 Lakhs
during the year as compared to the other
income generated in the previous year
amounting ' 32.10 Lakhs. The company
has incurred net loss of ' 97.87 Lakhs
during the year as compared to the profit
of ' 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 ' 875.09
lakhs (previous year ' 840.40 lakhs) and the
net fixed assets (tangible and intangible),
at ' 365.39 Lakhs (previous year ' 369.18
lakhs). Capital Expenditure during the
year amounted to ' 34.69 lakhs (previous
year ' 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 ' 7,42,03,000 comprising of
74,20,300 Equity Shares of ' 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 ' 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 arm's 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 arm's 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 ('AGM') and being eligible,
offers himself for re-election. The Board
of Directors of your Company ('the Board')
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 Non¬
Executive Directors.

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 Company's 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 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 details of the Nomination and Remuneration Policy are
covered in the Corporate Governance Report. The said policy has also been uploaded
on the Company's 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 doesn't exceed ' 10 Crore and
net worth doesn't exceed ' 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. Non¬
compliance, 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 Company's
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
company's operating framework. Your
company believes that managing risk helps
in maximizing returns. The company's
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 Auditor's 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
' 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
Company's 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
shareholders' 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.

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 Employees'
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 anti¬
sexual 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 Company's 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 Customers'
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 Board's
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