To,

The Members,

GOPAL IRON & STEEL COMPANY (GUJARAT) LIMITED

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMERY:

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:

(Amount in Lakhs)

2. PERFORMANCE EVALUATION:

Total Turnover of the Company during the financial year 2023-24 was Rs. 430.03 Lakhs which was higher by as compared to Total Turnover of immediately preceding financial year 2022-23. Despite the difficult external environment the company will strive to improve its performance in long term prospects based on actual pace of global economy and is hopeful to achieve growth in upcoming years.

3. STATE OF AFFAIRS OF THE COMPANY:

Gopal Iron and Steels Company (Gujarat) Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The company is engaged in the manufacturing of SS/MS bars, MS Sections, ERW Pipes and other iron and steel items. The company caters domestic market.

• SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently engaged in only one business i.e. SS/MS bars, MS Sections, ERW Pipes and other iron and steel items. Accordingly there is no segments of business activity of the Company

• CHANGE IN STATUS OF THE COMPANY: The status of the company has not been changed during the financial year 2023-24.

• CHANGE IN THE FINANCIAL YEAR: The Company has not changed its financial year during the year.

• CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

• DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND DIVERSIFICATION: Not Applicable

• DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY RIGHTS: Not Applicable

• ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANYi.Not Applicable

No material events have occurred during the financial year 2023-24 which impact on the affairs of the Company.

4. DIVIDEND:

Due to accumulated losses in the Company, the directors did not recommend any Dividend for the Financial Year 2023-24 under review.

Due to loss in the current financial year 2023-24, the company is not required to transfer any amount to Reserves account.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Composition of Board of Director during the financial year 2023-24 under review is as follows:

The Board of Directors of your Company are fully committed to steering the organization for longterm success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. PRABHUBHAI LAXMANBHAI PATEL (DIN: 00287615), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered herself for reappointment.

** Mr. Rakeshkumar Moghariya, the Independent director's term will be completed in this Annual General Meeting.

*** During the year Ms Sunder has appointed as a company secretary and compliance officer on 30.08.2023 and she has resigned on 06.11.2023.

MS. POOJA PREMAL MEHTA has been appointed as a company secretary and compliance officer of the company w.e.f. 16th February, 2024.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

7. MEETINGS:

During the year Six (6) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The dates on which the said Board meetings were held:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder's Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance' of the company which forms part of this Annual Report.

9. EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the website of the company and can be accessed at (www.gopaliron.com).

10. STATUTORY AUDITORS &AUDIT REPORT:

M/S. KRUTESH PATEL & ASSOCIATES, Chartered Accountants, (firm Registration No. 100865W) had been appointed as statutory auditors of the company at the Annual General Meeting held on 30th September, 2019 to hold office for 5 (five) consecutive years up to the end of financial year 2023-24.

As the term of auditor was up to 31st March 2024 the Company has proposed to re-appoint M/S. KRUTESH PATEL & ASSOCIATES, Chartered Accountants, (firm Registration No. 100865W) as a statutory auditor of the company for the consecutive period of five years up to the Financial Year 2028-29 in the forthcoming Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors comments on your company's accounts for year ended March 31, 202 4 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.

11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.

12. INTERNAL FINANCIAL CONTROLS:

The Company has appointed M/S. KUNAL SHAH & CO., Chartered Accountant as Internal Auditor of the Company for the financial year 2023-24. Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively. Their scope of work includesreview of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

13. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2023-24.

14. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2023-24. The Report of the Secretarial Auditor for the FY 2023-24 is annexed to this report as "Annexure I".

The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm's length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

15. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees andindividual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribedby Securities and Exch ange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure, effectiveness of board processes, informationand functioning, etc.The performance of the committees was evaluated after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed, meaningful and constructive contributionand inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of theboard as a whole and performance of the Chairman was evaluated, taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting that followed the meetingof the independent Directors, at which the performance of the Board, its committees and individual directorswas also discussed.

16. DEPOSITS:

Your company has not accepted any deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

17. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gopaliron.in under investors/policy documents/Whistle Blower Policy link.

18. CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:

(a)Conservation of energy:

(b) Technology absorption:

The efforts are being made for energy conservation to the new & Innovative means. The company always ready to keep itself updated with all latest technological innovation by way of constant communication and consulting expert. Efforts are being made to reduce the cost and to improve performance etc.

19. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

20. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure II".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. All such Related Party Transactions are placed before the Audit Committee for approval.

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 has been uploaded on the website of the Company at www.gopaliron.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 "Annexure - III".

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g), there was no loans, guarantees or investments given by company under section 186. However, The Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure IV" and forms part of this Report.

23. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is being paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 crore Per Annum if employed for the whole year.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VI.

25. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having 10 or more employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

There are only 2 employee is working in the Organization. Hence, there is no need to constitute committee and formulate policy in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

27. SHAREHOLDING PATTERN:

The shareholding pattern as on 31st March, 2024:

28. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

During the year under review there is no Company which have become or ceased to be theSubsidiaries, joint ventures or associate companies.

29. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

31. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR:

Following are the significant and material events occurred during the financial year 2023-24;

1. Appointment of Ms Sunder, Company Secretary of the company w.e.f. 30th August, 2023.

2. Resignation of Ms Sunder, Company Secretary of the company w.e.f. 6th November, 2023

3. Appointment of Ms Pooja Mehta, Company Secretary of the company w.e.f. 16th February, 2024

4. Mr. Baldevbhai Gopalbhai Patel, Promoter of the company has sold his 50,000, 2607 and 80,758 shares in Open Market on 16.08.2023,25.08.2023 and 01.09.2023 respectively.

5. Mrs. Kundanben Bhaveshbhai Patel, Promoter of the company has sold her 1,00,000, 101992, 32000and 25000 shares in Open Market on 16.08.2023,23.08.2023,24.08.2024 and 01.09.2023 respectively.

6. Mrs. Kailasben Gopalbhai Patel, Promoter of the company has sold her 5,000, 200000, and 5000 shares in Open Market on 16.08.2023,17.08.2023, and 24.08.2024 respectively.

7. Mrs. Harshaben Baldevbhai Patel, Promoter of the company has sold her 53500 shares in Open Market on 01.09.2023.

8. Mrs. Kausha Rushit Patel, Promoter of the company has sold her 1000 shares in Open Market on 01.09.2023.

All the relevant disclosures have been made by the company within stipulated time prescribed under the applicable Act/Rules/Regulation.

33. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCE SHEET DATE:

No other Event has been occurred after the balance sheetdate that representing the material changes and commitment that affecting the financial position of the company.

34. RISK MANAGEMENT:

Your Company has adopted and implemented a Risk Management Policy voluntarily which includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2024, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have 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 as at March 31, 2024 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

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

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.