Gallantt Ispat Ltd.

Your Directors take pleasure in presenting the 20^th Annual Report of Gallantt Ispat Limited (the Company) on business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. CORPORATE OVERVIEW

The Company being incorporated in the year 2005 has come a long way to become one of the leading steel manufacturing companies in India. Factories of the Company are located at Samakhyali, Kutch District of Gujarat (hereinafter referred to as "Gujarat Unit") and Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred to as "Gorakhpur Unit"). The Company's registered office is also situated at Gorakhpur Industrial Development Authority (GIDA), Gorakhpur.

( in Lakhs)

2. FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Financial Statements for the FY 2023-24 are prepared under Ind-AS notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report.

3. BUSINESS OPERATION AND PERFORMANCE REVIEW

Your Company is a steel manufacturing company. It manufactures high quality steel products to cater the needs of the customers for use in the construction and infrastructure building through the deployment of robust processes and state-of-the-art technology. The Company's high-quality products help customers to build strong constructions and gain competitive advantage.

During the FY 2023-24 Revenue from Operations stood at 4,22,711.75 Lakhs as against 4,05,670.32 Lakhs during the last FY 2022-23. The Profit before Interest, Depreciation and Taxation stood at 45,504.79 Lakhs as against 36,736.17 Lakhs in the previous year registering a growth of 23.87 %. The Net Profit after Tax for the year under review stood at 22,533.81 Lakhs as against 14,091.09 Lakhs in the previous year registering a significant growth of 59.92 %. Earnings per Share (EPS) stood at 9.34 (face value of 10/- each) for the financial year ended March 31, 2024. During the year Company's performance has been significantly higher as compared to the previous year especially in terms of profitability. Such significant growth has been result of factors such as setting up of a Pellet Plant having capacity of 7,92,000 MT which helped to reduce cost of raw materials. Also purchase of own railway rakes by the Company for transporting coal to the factory timely and cost effectively has led to reduction in freight cost which in turn has helped to improve the profitability.

There is no change in the nature of business of the Company, during the year under review.

4. PRODUCTION AT A GLANCE

* Sales include captive consumption also.

5. DIVIDEND

Your Directors have recommended final dividend of 1.00 per equity share i.e. 10 % on equity shares of face value of 10/- each for the financial year ended on March 31, 2024. The dividend is subject to approval of the shareholders at the ensuing Annual General Meeting (‘AGM') and will be paid to those shareholders whose names appear in the Register of Members as on close of September 23, 2024.

With a view to retain some funds and utilize them for ongoing expansion, the Promoter and Promoter Group shareholders except a few Promoter Group Shareholders had come forward and voluntarily waived off off/forgone their right to receive dividend. The total dividend pay-out will be approximately 15,21,31,987.00 (Rupees Fifteen Crores Twenty-One Lakhs Thirty-One Thousand Nine Hundred and Eighty-Seven Only).

The dividend was recommended by the Board at its meeting held on May 02, 2024 and the duly signed form for waiving/ forgoing right to receive dividend as received from the Promoter and Promoter Group Shareholders were taken on record. As per the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 01, 2020 has become taxable in the hands of the shareholders. Your Company shall therefore be required to deduct tax at source (TDS) at the time of making payment of the said Dividend after obtaining the approval of shareholders in the forthcoming AGM.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter reffered to as "the Listing Regulations/SEBI LODR"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at Investor Corner of the website of the Company i.e. www.gallantt.com and the same is annexed as Annexure-I.

6. TRANSFER TO RESERVES

Your Directors have decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss.

7. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23 and your Company falls under the category of top 1,000 listed companies. The Company has adopted the BRSR compulsorily since financial year 2022-23 to provide enhanced disclosures on ESG practices and priorities of the Company.

The Company is glad to present to you the 2^nd Business Responsibility and Sustainability Report for the Financial Year 2023-24, as stipulated under Regulation 34 of the SEBI LODR Regulations, 2015 which forms part of the Annual Report and is attached as Annexure – II.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per SEBI LODR Regulations, 2015, Management Discussion and Analysis Report for the year under review forms part of the Annual Report and is annexed herewith as Annexure-III.

9. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and set a benchmark in the global steel industry. The Company ensures that it adheres to good corporate practices and implements effective policies at all levels as well as respect the rights of the minority shareholders.

Pursuant to SEBI LODR Regulations, 2015, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the financial year 2023-2024.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: i) In the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departure. ii) The selected accounting policies were 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, 2024 and of the profit of the Company for the financial year ended March 31, 2024. iii) 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. iv) The annual accounts have been prepared on a going concern basis. v) Sufficient internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively, and vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

The Company has not accepted or renewed any public deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made there under. Therefore, it is not required to furnish information in respect of outstanding deposits under non-banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.

As on March 31 2024, the Authorized Capital of the Company is 2,41,30,33,000/- (Rupees Two Hundred Forty-One Crores Thirty Lakhs and Thirty-Three Thousand only) and the paid-up capital stands at 2,41,28,09,450/- (Rupees Two Hundred Forty-One Crores Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty only) consisting of 24,12,80,945 equity shares of 10/- (Rupees Ten) each.

As on March 31, 2024 the issued, subscribed and paid-up Share Capital is 2,41,28,09,450/- (Rupees Two Hundred Forty-One Crore Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty only) divided into 24,12,80,945 Equity Shares of 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company. The Company has paid Listing Fees for the financial year 2024-25 to each of the Stock Exchanges, where its equity shares are listed.

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2024 till the date of this Report.

However, during April 2023 the Income Tax Department, Ministry of Finance has in exercise of power under Section 132 of the Income Tax Act, 1961 has carried out an Income Tax Search Operation at the Plant Office and Factory Premises of the Company together with other business offices and residential houses of Promoters and Officers of the Company. The assessment proceedings are under process and Board of Directors does not see any major impact.

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future. Factory has been working efficiently during the year. Safety measures and processes have been installed and improved upon at the plants and work sites.

Further, it is hereby confirmed that there has been no change in the nature of business of the Company during the financial year ended on March 31, 2024.

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing performance & salient features of the financial statements of Company's associate Companies in Form AOC-1 is attached as Annexure - IV. The Company has no Subsidiary

Company. Gallantt Medicity Devlopers Private Limited is an ‘Associate' of the Company.

The accounts of the Associate Company are audited and certified by their respective Statutory Auditors for consolidation. In accordance with Section 136 of the Act, the financial statements of the Associate Companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www. gallantt.com

Your Directors confirm that the Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The information required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure - V to this Report.

Your Company is constantly endeavouring for brand building of the Company and to generate general awareness and spread the brand image of the Company PAN India. Your Company is scaling its investments every year so as to expand the business. Company has a dedicated team of Management and Operating Personnel who have been instrumental in the growth of the business over the years. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources. The infrastructure creation continues to be one of the major priorities of the State Governments as well as Government of India and thereby the infrastructure space is likely to see significant activity which augurs well for steel demand.

The Company has set up a pellet plant at Gorakhpur Industrial Development Authority (GIDA), Sahjanwa, Gorakhpur – 273209, Uttar Pradesh having a capacity of 7,92,000 MT. The commercial operation of the pellet plant commenced in the month of July 2023. Pellet Plant being a backward integration has helped to reduce the raw material cost which in turn led to improvement in profitability of the Company to a great extent.

The Credit Rating Agency M/s. India Rating & Research Private Limited has upgraded the rating to IND A+/Stable for the Company's Fund Based Long Term facilities (long term) and IND A+ for Non-Fund based Short Term facilities vide its rating press release.

The equity shares of the Company are in dematerialized form and is listed with BSE Limited and National Stock Exchange of India Limited. The Listing Fees has been paid to the Stock Exchanges for the financial year 2024-25. The ISIN No. of the Company is INE297H01019.

M/s Maroti & Associates, Chartered Accountants (Firm Registration Number: 313132E) were appointed as Statutory Auditors in the 18^th (Eighteenth) Annual General Meeting (AGM) of the Company for a period of five years, from the conclusion of 18^th AGM till the conclusion of the 23^rd AGM of the Company.

The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2024 pursuant to the provisions of the Act. The reports of Statutory Auditors form part of the Annual Report. The reports are self-explanatory and do not contain any qualifications, reservations or adverse remarks. The Statutory Auditors have issued an unmodified opinion on the Company's Financial Statements for the financial year ended March 31, 2024. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.

The Company is required to maintain cost records pursuant to the provisions of Section 148 of the Companies Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, such accounts and records have been maintained by the Company.

The Company has submitted the Cost Audit Report and Cost Compliance Report within the due date to the Central Government for the financial year 2022-23.

Pursuant to the provisions of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors at its meeting held on May 29, 2023 and based on the recommendation of the Audit Committee, had appointed M/s. U. Tiwari & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2023-24 on a remuneration of 1,00,000/- plus out of pocket expenses. A Certificate from M/s. U. Tiwari & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Further, M/s. U. Tiwari & Associates, Cost Accountants, have been appointed as Cost Auditors to conduct cost audit of the Company for the Financial Year 2024-25 subject to approval of their remuneration by the shareholders in the ensuing AGM.

Internal Financial Control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.

The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and external auditors. The Company's internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of internal control over financial reporting issued by the Institute of Chartered Accountants of India.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements wherever needed to strengthen the same. The Audit Committee evaluated the internal financial controls based on the following criteria:

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorisation. There are well-laid manuals for such general or specific authorisation.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorisation. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified / checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. Maroti & Associates, Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditor's Report and the same is self-explanatory.

Effective steps are taken by the Management to enable continuous monitoring of lead control indicators and action taken towards correcting identified gaps. Respective functions have been trained and equipped to enable continuous monitoring of exceptions by themselves to reduce surprises and enable corrective action on timely and regular basis.

Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - VI to this report.

A statement comprising the names of top 10 employees in terms of remuneration drawn is given in this report as Annexure – VI.

The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013 is annexed herewith as Annexure-VII.

As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Financial Statement have been prepared as per applicable Ind-AS.

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. The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy is uploaded on the website of the Company at www.gallantt. com

The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The Company's CSR Policy is available on the Company's website at www.gallantt.com and the same is also attached herewith as Annexure – VIII. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of health, education and rural development, eradicating hunger, promoting health care and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is also attached herewith as Annexure – IX.

Business Risk Evaluation and Management is an ongoing process within the Organization. Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the Company has not identified any element of risk which may threaten the business (or) existence of the Company. Company has formulated a policy on Risk Management. The Policy is formulated in compliance with Regulation 17(9) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.

The Risk Management Policy is available on the Company's website at www.gallantt.com

Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimisation.

This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The Board has elected Mr. Nitesh Kumar, Company Secretary as the Whistle Officer under the Vigil Mechanism Policy.

The details of establishment of the Vigil Mechanism Policy are displayed on the website of the Company at www. gallantt.com

The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the year under review.

No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/forced labour/ involuntary labour and discriminatory employment during the year under review.

Mr. Anurag Fatehpuria, Practising Company Secretary, having office address at 4/B/1, Salkia School Road, Raghav River View Apartment, Howrah-711106 has been appointed as Secretarial Auditors of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure-X and forms part of this report.

The details of Related Party Transactions (RPT) during the financial year ending March 31, 2024, being arm's length transactions have been reported in the financial statements and forms part of this report. The Audit Committee and the Board of Directors of the Company have formulated the Policy on dealing with RPTs and a Policy on materiality of RPTs which is uploaded on the website of the Company and can be accessed through the website of the Company www.gallantt.com under the Investors Corner of Gallantt Ispat Limited.

All arrangements/transactions/contracts entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Act. During the year under review, the Company had not entered into any arrangement/ transaction/ contract with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.gallantt.com

Detailed notes on composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors have been disclosed under Corporate Governance Report. Further, as per the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations" or "LODR") Company has constituted Risk Management Committee. Details of the same have been disclosed under Corporate Governance Report.

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company.

For annual performance evaluation of the Board as a whole, it's Committees and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has to

fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 10, 1 being Unacceptable and 10 being Excellent. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors.

The questionnaire usually contains aspects such as attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

A separate meeting of Independent Directors was also held to review the performance of Managing Director, performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Your Company follows a structured orientation and familiarization programme through various reports/ codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. All new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board and the major risks and risk management strategy of the Company.

They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the information/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry.

Also, periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.

The details of programmes for familiarisation for Independent Directors are posted on the website of the Company at www. gallantt.com

The same is not applicable as the Audit Committee's recommendations were accepted and implemented by the Board.

Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code. Pursuant to Regulation 17(5) of the SEBI LODR Regulations, 2015, Mr. Mayank Agrawal, Chief Executive Officer has confirmed compliance with the Code by all members of the Board and the Senior Management.

The full text of the Code is hosted on the Company's website at www.gallantt.com

Your Company has adopted a Code of Conduct for Prevention of Insider Trading which is in line with the policy of the Company to implement and practice the principles of Corporate Governance based on fairness, transparency, integrity, honesty and accountability, consistently being followed by the Company in all its business practices and dealings.

The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all "Unpublished Price Sensitive Information" and to build general investor confidence and stakeholder credibility. Unless otherwise stated, this policy applies to the employees/designated persons/connected persons (including immediate relatives) of all the subsidiaries, joint ventures and associates (whether in or outside of India) of the Company.

All Directors, Designated Persons and Connected Persons who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The full text of the Code is hosted on the Company's website at www. gallantt.com

Six (6) meetings of the Board of Directors of the Company were conducted during the financial year and also five (5) meetings of the Audit Committee of the Board of Directors were conducted during the financial year. The details of board/committee/ shareholders meetings are provided under the Corporate Governance Report which forms part of the Annual Report.

The Audit committee of the Company as on the date of this report is constituted of following Directors:

* Mr. Jyotirindra Nath Dey has retired w.e.f. 31.03.2024 due to completion of his tenure

# Mr. Pankaj Khanna has been inducted as a Member to the Audit Committee w.e.f. 31.03.2024

Constitution of the Audit Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.

The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of following Directors:

* Mr. Jyotirindra Nath Dey has retired w.e.f. 31.03.2024 due to completion of his tenure

# Mr. Ashtbhuja Prasad Srivastava has been inducted as a Member to the Stakeholders Relationship Committee w.e.f. 31.03.2024 Constitution of the Stakeholder Relationship is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.

The Nomination and Remuneration Committee of the Company as on the date of this report is constituted of following Directors:

* Mr. Jyotirindra Nath Dey has retired w.e.f. 31.03.2024 due to completion of his tenure

# Mrs. Smita Modi has been inducted as a Chairperson to the Nomination and Remuneration Committee w.e.f. 31.03.2024 Constitution of the Nomination and Remuneration Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.

The Corporate Social Responsibility Committee of the Company as on the date of this report is constituted of following Directors:

* Mr. Jyotirindra Nath Dey has retired w.e.f. 31.03.2024 due to completion of his tenure

# Mr. Udit Agarwal has been inducted as a Chairperson to the Corporate Social Responsibility Committee w.e.f. 31.03.2024 Constitution of the Corporate Social Responsibility Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.

In compliance with the requirements of Regulation 21 of the SEBI LODR Regulations, 2015 and Regulation 134(3)(n) of the Companies Act, 2013, Board of Directors of the Company has constituted the Risk Management Committee with the following Directors:

* Mr. Jyotirindra Nath Dey has retired w.e.f. 31.03.2024 due to completion of his tenure

# Mr. Pankaj Khanna has been inducted as a Chairperson to the Risk Management Committee w.e.f. 31.03.2024

The Board of Directors has constituted a Committee of Directors with nomenclature of "Committee of Directors". The Committee of Directors has the following composition of members as on the date of this report and is constituted of following Directors:

As on March 31, 2024 the Company did not have any subsidiary or joint ventures. However, during the financial year Company has acquired the equity shares of Gallantt Medicity Devlopers Private Limited, a Special Purposes Vehicle, thereby making it an Associate.

In terms of the Regulation 46(2)(h) of the SEBI LODR Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.gallantt.com under Investors Corner of Gallantt Ispat Limited.

The following are the whole-time key managerial personnel of the Company:

* Mr. Prem Prakash Agrawal has been appointed as the Whole-time Director of the Company w.e.f. 02.11.2023

As required pursuant sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form MGT-9 as at March 31, 2024 is annexed herewith as Annexure- XI.

As at 31^st March, 2024 your Board comprises of eleven Directors of which six are Independent. Mr. Chandra Prakash Agrawal (DIN: 01814318), Mr. Dinesh R. Agarwal (DIN: 01017125), Mr. Prem Prakash Agrawal (DIN: 01397585), Mr. Nitin Mahavir Prasad Kandoi (DIN: 01979952) and Mr. Prashant Jalan (DIN: 06619739) are Executive Directors of the Company. Mr. Jyotirindra Nath Dey (DIN: 00180925), Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), Mrs. Nishi Agrawal (DIN: 08441260), Mr. Udit Agarwal (DIN: 07036864), Mrs. Smita Modi (DIN: 01141396) and Mr. Pankaj Khanna (DIN: 10377030) are Independent Directors of the Company. Mr. Mayank Agrawal is working in the capacity of Chief Executive Officer of the Company. Mr. Sandip Kumar Agarwal is Chief Financial Officer and is inter alia looking after the core finance function of the Company. Mr. Nitesh Kumar appointed as Company Secretary and Compliance Officer looks after the corporate compliances as well as investor relations.

Mrs. Smita Modi (DIN: 01141396) and Mr. Pankaj Khanna (DIN: 10377030) were initially appointed as Additional Directors (Category – Independent) of the Company on November 02, 2023 and thereafter shareholders of the Company at the Extra-Ordinary General Meeting held on December 20, 2023 has approved their appointment as Independent Directors. Mr. Jyotirindra Nath Dey (DIN: 00180925), Independent Director of the Company completed his two consecutive terms of five years on March 31, 2024 and consequently ceased to be a Director of the Company on the close of the working hours of March 31, 2024.

Mr. Prem Prakash Agrawal (DIN: 01397585) was appointed as an Additional Whole-time Director of the Company effective from November 02, 2023 for a period of five years and his appointment was approved by the shareholders of the Company at the Extra-Ordinary General Meeting held on December 20, 2023.

Approval of the shareholders at the Extra-Ordinary General Meeting held on December 20, 2023 were also sought to re-appoint Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director for a period of three (3) years and Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) as Independent Director for second consecutive term of five (5) years.

In terms of Section 152 of the Companies Act, 2013, Mr. Nitin Mahavir Prasad Kandoi (DIN: 01979952), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI LODR Regulations, 2015.

The Policy on Directors' appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors forms a part of the Corporate Governance Section of the Annual Report. The Nomination and Remuneration Policy is placed on the website of the Company at www.gallantt.com under Investors Corner of Gallantt Ispat Limited.

Presently, Company has an optimum combination of Executive and Non-Executive (Independent) Directors on the Board of the Company.

Independent Directors are appointed for five consecutive years and are not liable to retire by rotation in terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013 and a certificate dated May 02, 2024 received from Company Secretary in Practice certifying that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks 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. The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the risks that the Company is exposed to are:

As a responsible corporate citizen, the Company supports the ‘Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail addresses previously registered with the DPs and RTAs. To support the ‘Green Initiative', Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circulars and SEBI Circulars, notice of the 20^th AGM and the Annual Report of the Company for the financial year ended March 31, 2024 including therein the Audited Financial Statements for the year 2023-2024, the aforementioned documents are being sent only by email to the Members.

Our employees are our greatest asset and we are committed to attract, retain and recognize talent. The Company's HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity. The Company constantly facilitates and encourages its employees at all levels to enhance their knowledge and skills and continuously seeks to inculcate within its employees, strong sense of business ethics and social responsibility. Industrial relations in the Company have remained amicable throughout the year.

Following amount of Unpaid Dividend has not been claimed and paid till March 31, 2024:

Members who have not so far encashed their Dividend Warrants in relation to final dividends declared by the company for the financial year ended March 31, 2018 and March 31, 2019 are requested to approach immediately the Registrar and Share Transfer Agent or the Company for revalidation of unclaimed Dividend Warrants. The details of unclaimed dividend are available on the Company's corporate website www.gallantt.com and also uploaded on the website of IEPF viz. www. iepf.gov.in Since, erstwhile Gallantt Ispat Limited has now amalgamated with Gallantt Metal Limited (now name changed to Gallantt Ispat Limited) all details of unpaid and unclaimed dividend amount and compulsory transfer of Equity Shares and Dividend amount lying unclaimed for 7 consecutive years to Investor Education and Protection Fund (IEPF) shall be maintained and looked after by the Company.

Following amount of Unpaid Dividend of erstwhile Gallantt Ispat Limited which has not been claimed and paid till March 31, 2024 is as follows –

Unclaimed Dividend amount aggregating to 1,969/- (Rupees One Thousand Nine Hundred and Sixty- Nine) pertaining to Interim Dividend declared by the Company during the financial year 2015-16 lying with the Company for a period of seven years were transferred during the financial year 2023-24, to the Investor Education and Protection Fund (IEPF) established by the Central Government. b) Transfer of shares to IEPF:

As required under Section 124 of the Companies Act, 2013, Company has transferred 20 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more to IEPF during the financial year 2023-24. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

Key Financial Ratios for the financial year ended March 31, 2024, are provided in the Management Discussion and Analysis Report given in Annexure – III, which is annexed hereto and forms part of the Directors' Report.

During the year and during previous years Company/ Management has received following awards, accolades and reconciliation: During previous years:

• Udyami Samman 2011: Awarded by Zee Media House and was presented by Shri Prakash Jaiswal, Hon'ble Coal Minister, Government of India.

• Udyami Samman 2013: Awarded by Sahara Samay Media House and was presented by Shri Akhilesh Yadav, Hon'ble Chief Minister of Uttar Pradesh.

• Promoter of Gallantt Group Mr. Chandra Prakash Agrawal & family has been listed on India's Super Rich List at 188^th position in 2014 by the Business World Magazine.

• Gems of Purvanchal: Jagran Coffee Table Book has given a place to our promoter Shri. C.P. Agrawal by stating "MAKING A MARK WITH BUSINESS IN STEEL"

• Shri Yogi Adityanath Maharaj Ji, Hon'ble Chief Minister of Uttar Pradesh, honoured the company for ‘Entrepreneur of the region' during Gorakhpur Mahotsav 2018.

• The top challengers Award 2018: awarded by the Construction World Magazine, a world-famous magazine.

• The Gallantt Men: Steel 360, a renowned magazine of steel industry felicitated the group and its promoters in its cover story May, 2018.

• Ranked at 6^th position among the top 10 mid-size rebar producers in India by Steel 360 magazine in August, 2018 edition.

• Listed "200 BEST UNDER A BILLION COMPANIES" in Forbes Asia Magazine, July/August 2019 edition.

• Our Chairman and Managing Director, Shri Chandra Prakash Agrawal ji was felicitated with memento for his significant and imperishable contributions to the Industrial development in the State, by Shri Yogi Adityanath Maharaj ji, Hon'ble Chief Minister of Uttar Pradesh, on the eve of U.P. Diwas Mahotsav, in January, 2020.

• Industry outlook Magazine recognised Gallantt under "TOP 10 TMT IRON & STEEL MANUFACTURES 2021".

During the year:

• North India Best Employer Brand: Awarded by Employer Branding Institute.

• Gallantt Group recognised as the highest tax payers for financial year 2023-24 by the State Tax Department, Gorakhpur, Uttar Pradesh

• Chairman & Managing Director of the Company - Shri Chandra Prakash Agrawal has been awarded with the "Bhamashah Award" and Certificate of Appreciation on the eve of "Vyapari Kalyan Diwas" by the State Tax Department, Gorakhpur, Uttar Pradesh

As per amended Regulation 40(1) of the SEBI LODR Regulations, 2015 amended vide SEBI Notification No. SEBI/LADNRO/ GN/2018/24 dated June 2018, effective from December 5, 2018; securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form.

In case any of the Shareholders have any queries or need any assistance in this regard, please contact;

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

It is not applicable to the Company, during the financial year.

62. GENERAL a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors.

Your Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Your Company continues to focus on welfare and improving the quality of lives of its employees by providing educational assistance to their children, employee wellness sessions, periodic occupational health checks, spiritual peace by yoga classes, creche and child care facilities, transport facilities to employees at subsidized rate or at no charge.

Your Company is committed to provide safe and healthy working environment for the prevention of work related injuries and ill-health. Company strives to be a leader in safety excellence in the global power and energy business. The Occupational Health and Safety Policy is available on the Company's corporate website www.gallantt.com

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Independent Directors are compensated by way of sitting fees for attending meetings of the Board and its Committees. The Executive Directors are not paid sitting fees. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Company's Policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

• The Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies: There is no subsidiary of the Company.

• None of the Auditors of the Company have reported any fraud as specified under the second provision of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force);

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors; and

• In the preparation of financial statements, no treatment different from that prescribed in an Accounting Standard has been followed.

• The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central Government, State Governments, all other Government agencies and Ministry of Steel and encouragement they have extended to the Company. Your Directors also take this opportunity to thank Ministry of Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited, Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support and co-operation. The Company also looks forward to their continued support in the future. The Directors also appreciate and value the contribution made by every employee of the Gallantt family.