DIRECTORS' REPORT

Your Directors' present the Thirty Seventh Annual Report and Statement of Accounts for the year ended 31^st March, 2026.

1. STATE OF COMPANY'S AFFAIRS:

The Sales during the year was Rs. 1687.30 lakhs compared to previous year Sales of Rs. 1,778.94 lakhs. During the year ended
31^st March, 2026 the Company has earned a Profit of Rs. 2802.22 lakhs (Previous year Profit of Rs. 214.48 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.

2. DIVIDEND:

For the year under review, the Directors propose to recommend a Dividend of Rs. 0.50/- per equity share of Rs 10/- each i.e.,
5% on the Equity shares of the Company aggregating to Rs. 42,75,000/-. The dividend payment is subject to approval of the
Members at the ensuing Annual General Meeting.

3. TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to General Reserves.

4. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

During the financial year 2025-26, Four Board Meetings were held on the following dates:

(a) 5^th May, 2025 (b) 29^th July, 2025 (c) 4^th November, 2025 (d) 28^th January, 2026

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

5. AUDIT COMMITTEE:

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

6. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

7. NOMINATION AND REMUNERATION COMMITTEE:

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

8. 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 at

http://www.epelindia.in/Download/Vieil%20Mechanism%20&%20Whistle%20Blower%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. 2025-26.

9. 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,
2026 and of the profit of the Company for the year ended 31^st March, 2026;

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.

10. TAXATION:

The Company's Income Tax assessments have been completed up to the year ended 31^st March, 2025.

11. DEPOSITS:

The Company has not received any deposits from Public during the year and there are no outstanding deposits.

12. INDUSTRIAL RELATIONS:

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

13. 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.

14. 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. Vinay
Kumar Puniani, (DIN 10706691), 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 of Directors of Company at its
meeting held on 12^th May, 2026 re-appointed Mr. Vinay Kumar Puniani, (DIN 10706691), as Whole Time Director, designated
as Executive Director of Company w.e.f. 1^st August, 2026 for a period of 2 (two) years.

The said reappointment shall be placed before the members for their approval at the ensuing Annual General Meeting.

15. DECLARATION 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.

16. DISCLOSURE OF REMUNERATION RECEIVED BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR OF THE COMPANY FROM ITS
SUBSIDIARY/HOLDING COMPANY UNDER SECTION 197(14):

Mr. T.R. Kilachand, Executive Chairman has received Rs. 84,500/- comprising of Rs. 24,500/- as commission and Rs. 60,000/-
towards sitting fees from Polychem Limited, Holding Company during FY 2025-26.

17. 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.

18. 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%20Management%20Personnel.pdf

19. 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 Company has adopted the Policy on Related Party Transactions ("RPT Policy") in line with the requirements of the
Act and SEBI Listing Regulations. as amended from time to time. which is available on the website of the Company at
http://gpelindia.in/Our Policy.aspx

The RPT policy intends to ensure that proper reporting. approval. disclosure processes are in place for all transactions between
the Company and related parties.

20. 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 31^st March, 2026 is available on
the Company's website: at http://www.gpelindia.in/Annual%20Return.aspx

21. 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 2025 with District Collector and District Women and Child Development Officer.

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

22. COMPLIANCE WITH MATERNITY BENEFIT ACT,1961:

The company is compliant with the applicable provisions of the Maternity Benefit Act. 1961 and has the policies. systems and
processes in place to ensure ongoing compliance.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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 annexed as "Annexure II"

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 name 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
epel@kilachand.com and the same will be furnished on request.

24. 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.

25. STATUTORY AUDITOR:

M/s G.M. Kapadia & Co, Chartered Accountants Mumbai bearing registration number 104767W are appointed as statutory
auditors of the Company for the term of five years from the conclusion of 36^th Annual General Meeting of Company held in
the year 2025 upto the conclusion of 41^st Annual General Meeting of the Company to be held in the year 2030. The Statutory
Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as
Statutory Auditors of your Company.

26. SECRETARIAL AUDITOR AND ITS REPORT:

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder and Regulation 24A of SEBI Listing
Regulations, Mr. Tushar Shridharani, Company Secretary, Mumbai (CP No: 2190) (Peer Review Certificate No: 1509/2021) has
been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five (5)
consecutive years from financial year 2025-26 to financial year 2029-30.

Secretarial Auditors have confirmed that they are not disqualified to be appointed as Secretarial Auditor and are eligible to
hold office as Secretarial Auditor of your Company. The Secretarial Audit Report for F.Y. 2025-26 is enclosed and marked as
"Annexure MI".

27. INTERNAL AUDITOR:

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint
an internal auditor to conduct internal audit of the functions and activities of your Company. Your Board of Directors based
on the recommendation of the Audit Committee, had approved the appointment of M/s Chokshi & Chokshi, LLP, Chartered
Accountants (Firm Registration No.101872W/W100045) to conduct the internal audit of your Company for the Financial Year
2026-27.

28. 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.gpelindia.in/Download/Corporate%20Social%20Responsibilitv%20Policv.pdf

The profits of the company for FY 2024-25 was below Rs. 5 crores. Hence, the provisions relating to CSR in accordance with
section 135 of the Companies, Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not
applicable to the company for FY 2025-26. So the Company was not required to spend towards CSR in FY 2025-26.

29. 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 have not given any loans, guarantees and there are no outstanding
loans or guarantees as on 31^st March, 2026. The Company have not made any Investments during the year ended 31^st March,
2026 except in mutual funds.

30. SHIFTING OF REGISTERED OFFICE:

During the year under review, the Board of Directors approved the shifting of the Registered Office of the Company from
B-18, Gandhinagar Electronic Estate, Gandhinagar, Gujarat- 382024 to Plot no. E/188, Gandhinagar Electronic Estate, Sector
26, Gandhinagar, Gujarat - 382028 which is within the local limits of city, town or village effective from 9^th December, 2025.
Necessary intimation has been filed with the Registrar of Companies in e-Form INC-22 pursuant to Section 12 of the Companies
Act, 2013.

31. REDEMPTION OF PREFERENCE SHARES:

During the financial year under review, the company has redeemed 9,81,500 / % Non-Cumulative Redeemable Preference
Shares of face value Rs.100/- each held by Polychem Limited, Promoter (Preference Shareholder). The shares were redeemed
at par on 25^th February, 2026 out of the profits of the Company. This redemption was done in strict compliance with Section
55 of the Companies Act 2013; Article of Association of the Company and in accordance with NCLT order dated 24^th November,
2023. The Company has paid total amount of Rs. 9,81,50,000/- towards the said redemption to the Preference Shareholder.
TDS @0.1% has been deducted from the redemption amount paid to the Preference Shareholder. Consequently an amount of
Rs. 9,81,50,000/- has been duly transferred to the Capital Redemption Reserve Account as required by law. The necessary Form
SH-7 has been filed with the Registrar of Companies to record the reduction in the Preference share capital.

32. 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.

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

There are no other material changes or commitments occurring after 31^st March 2026, which may affect the financial position
of the company or may require disclosure.

34. INTERNAL FINANCIAL CONTROL:

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

35. 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.

36. 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.

37. 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.

Registered Office: By Order of the Board of Directors

Plot No. E-188, Gandhinagar Electronic Estate, For Gujarat Poly Electronics Limited

Sector 26, Gandhinagar Gujarat-382028.

CIN:L21308GJ1989PLC012743
Tel: 079 45951719

Email Id: epel@kilachand.com T. R. Kilachand

Website: www.gpelindia.in Executive Chairman

Date: 12^th May, 2026
Place: Mumbai