To

The Members of

GUJARAT POLY ELECTRONICS LIMITED

Your Directors' present the Thirty Fifth Annual Report and Statement of Accounts for the year ended 31^st March, 2024.

1. STATE OF COMPANY'S AFFAIRS:

The Sales during the year was Rs. 1691.39 lakhs compared to previous year Sales of Rs. 1596.34 lakhs. During the year ended 31^st March, 2024 the Company has earned a Profit of Rs. 215.93 lakhs (Previous year Profit of Rs. 529.87 lakhs).

The Company manufactures as well as outsourced the full range of products viz. ceramic Capacitors both Multilayer and Single layer, through various sources, as per our quality standards. We also market other Active and Passive Components.

In order to conserve resources, your directors' have not been able to recommend any Dividend for FY 2023-2024.

2. TRANSFER TO RESERVES:

No amount has been transfered to General Reserves.

3. number of board meetings held during the year:

During the financial year 2023-24, Five Board Meetings were held on the following dates:

(a) 10^th May, 2023 (b) 1^st August, 2023 (c) 30^th October, 2023 (d) 22^nd December, 2023 (e) 2^nd February, 2024

More details for the Board Meeting are given under Corporate Governance Report.

4. AUDIT COMMITTEE:

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

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consists of 3 members. More details on the committee are given under Corporate Governance Report.

6. NOMINATION AND REMUNERATION COMMITTEE:

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

7. VIGIL Mechanism / Whistle BLOWER POLICY:

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

There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2023-24.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Directors confirm that:

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

b. Appropriate accounting principles have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended 31^st March, 2024;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company;

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws.

9. TAXATION:

Intimation under Section 143(1) has been received in respect of Company's preliminary Income Tax assessments up to year ended 31st March, 2023.

10. DEPOSITS:

The Company has not received any deposits from Public during the year.

11. industrial relations:

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

12. CONSERVATION OF ENERGY:

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

13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

a) In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. T.R. Kilachand, (DIN 00006659), Director of the Company is liable to retire by rotation and being eligible, offers himself for re- appointment.

b) Based on the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mr. T.R. Kilachand as a Chairman and Whole Time Director of Company designated as "Executive Chairman" for a period of 3 years w.e.f. 14^th June, 2024 at its meeting held on 6^th May, 2024 superseding the earlier resolution passed by the Company in this connection the said re-appointment is placed before the Members for their approval in ensuing Annual General Meeting.

14. DECLARAnON About Independent Directors UNDER Sub-Section 6 OF Section 149:

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

15. DISCLOSURE OF REMUNERATION RECEIVED By MANAGING DIRECTOR OF THE Company FROM ITS SUBSIDIARY/HOLDING Company UNDER SECTION 197(14):

During the year 2023-24, Mr. Atul H. Mehta, Managing Director of the Company has received Rs. 41,88,485/- from Polychem Limited, holding company in capacity of Deputy Managing Director.

16. FORMAL ANNUAL EVALUATION:

As required under the act, evaluation of every Director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria was set out for which ratings are to be given.

17. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC:

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

18. RELATED PARTY TRANSACTIONS:

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms' length and in ordinary course of business. All RPT are placed before Audit Committee for its approval.

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

1. Details of contracts or arrangements or transactions not at arm's length basis: NIL.

2. Details of material contracts or arrangement or transactions at arm's length basis: NIL.

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

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

(a) There are no qualifications. reservations or adverse remark or disclaimer by the Statutory Auditor in their report.

(b) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company. to which the financial statements relate and the date of the report.

(c) Pursuant to Section 92(3) read with Section 134(3)(a) of the Act. the Annual Return as on 31st March. 2024 is available on the Company's website: at http://www.gpelindia.in/Annual%20Return.aspx

20. disclosure under sexual harassment of women at workplace (prevention, prohibition AND REDRESSAL) act,

2013:

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

The Company has also formed an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has filed Annual Report for calendar year ended 2023 with District Collector and District Women and Child Development Officer.

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

21. MANAGERIAL REMuNERATION:

The information required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. is:

i. The ratio of remuneration of Mr. A. H. Mehta. Managing Director and Mr. T.R. Kilachand. Executive Chairman with the median remuneration of the employees of the company is 7.27 and 2.98 respectively.

ii. Increase in remuneration of Mr. A. H. Mehta. Managing Director is 7%. Mr. T. R. Kilachand. Executive Chairman is 7%. Mr. H. H. Jani. Chief Financial officer is 7% and Ms. Nivedita Nambiar. Company Secretary and Compliance Officer is 13.85%.

iii. There is an increase of 6.79% in the median remuneration of employees in the financial year.

iv. There are 36 permanent employees in the company.

v. Average increase in the salaries of employees other than the managerial personnel is 11.18%.

vi. It is hereby affirmed that the remunerations paid is as per the remuneration policy of the company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and names and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, there are no employees drawing remuneration as mentioned in rule 5(2) (i) (ii) and (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information of the top ten employees in terms of remuneration is not sent along with this report. However, having regards to the provisions of the first proviso to Section 136(1) of the Act the said information is available for inspection. Any member interested in obtaining such information may write to the Company Secretary, at the Registered office or at gpel@kilachand.com and the same will be furnished on request.

22. CORPORATE GOVERNANCE:

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

23. STATUTORY AUDITOR:

M/s. Mahendra N. Shah & Co., Ahmedabad bearing registration number 105775W, Chartered Accountants were re-appointed as statutory auditor of the Company for the second term of five years at the 31^st Annual General Meeting (AGM) held on 31^st August, 2020 to hold office upto the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.

24. SECRETARIAL AUDITOR:

Complying with the provisions of Section 204 of the Companies Act, 2013 the Audit Committee has recommended and the Board of Directors have appointed Mr. Tushar Shridharani, Company Secretaries, Mumbai, (Membership No. 2690 & C.P. No. 2190), being eligible and having sought appointment, as Secretarial Auditor of the company to carry out the Secretarial Audit of the Company for the year ending March 31, 2025 on fees as may be mutually agreed.

The Secretarial Audit Report for F.Y. 2023-24 is enclosed and marked as "Annexure II".

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has developed and implemented CSR Policy which was duly approved by the Board. The CSR Policy can be assessed on the Company's website and web link of the same is http://www.epelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure - III" and forms integral part of this Report.

26. DECLASSIFICATION OF GUJARAT INDUSTRIAL INVESTMENT CORPORATION LIMITED (GIIC), PROMOTER GROUP:

Gujarat Industrial Investment Corporation Limited (GIIC), Promoter Group has sold all their holdings in the Company. The Company has received application from GIIC for declassification from Promoter group category dated 3^rd May, 2023. The Board has approved in its meeting held on 10^th May, 2023 for making an application with BSE for reclassification of Promoters and submitted the application with BSE on 24^th May, 2023. On 4^th January, 2024 the Company received approval letter from BSE for declassification of GIIC from Promoter Group. Currently Company has only one Promoter i.e. Polychem Limited.

27. PREFERENCE SHARES:

The Company had filed petition with National Company Law Tribunal (NCLT), Ahmedabad for issuance of 9,81,500 /% Non- Cumulative Redeemable Preference Shares of Rs. 100 each in lieu of the existing 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs. 100 each on 3^rd August, 2022. 20 years' term period of the existing preference shares completed on 19^th December, 2022. Since there were no divisible profits, the preference shares could not be redeemed by the said date.

Hence the Company had filed petition with NCLT for issue of preference shares for a further period of 20 years since the shares could not be redeemed by due date.

Further on 24^th November, 2023, NCLT passed the final order on the matter and allowed and approved the issuance of 9,81,500 /% Non-Cumulative Redeemable preference shares of Rs.100 each in lieu of the existing 9,81,500 /% Non-Cumulative Redeemable Preference Shares of Rs.100 each to Polychem Limited, Holding Company and Promoter. The existing Preference Shares shall stand redeemed on the issuance of Preference shares.

The Preference shares were issued to Polychem Limited on 22^nd December, 2023.

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

The Company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made. During the year the Company has not given any loans, guarantees and there are no outstanding loans or guarantees as on 31st March, 2024. The Company have not made any Investments during the year ended 31st March, 2024 except in mutual funds.

29. MANAGEMENT DiSCUSSiON AND ANALYSiS:

The Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

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

There are no other material changes or commitments occurring after 31st March 2024, which may affect the financial position of the company or may require disclosure.

31. internal financial control:

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

32. RisK MANAGEMENT Policy:

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

33. sECRETARIAL sTANDARDs:

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

34. ACKNOWLEDGEMENT:

The Directors extend their sincere thanks to the State and Central Government Authorities and Members for their co-operation and continued support.

Sincere thanks also to the management team and the staff for their valuable contribution.