The Board of Directors take pleasure in presenting the 21st Annual Report of Gallantt Ispat Limited (the Company) on businessessand operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.
The Company being incorporated in the year 2005 has come a long way to become one of the leading steel manufacturingcompanies in India. Factories of the Company are located at Samakhyali, Kutch District of Gujarat (hereinafter referred toas "Gujarat Unit”) and Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred to as "Gorakhpur Unit”). The Company'sregistered office is also situated at Gorakhpur Industrial Development Authority (GIDA), Gorakhpur.
WORKING RESULTS (' In Lakhs)
Particulars
Standalone
Consolidated
Financial Results
2024-2025
2023-24
Revenue from operation
4,29,272.89
4,22,711.75
Other Operating Income
1,561.54
685.06
Finance Cost
2,199.28
2,820.30
Depreciation(including amortization)
11,996.25
11,552.75
Profit Before Tax
56,809.25
31,131.73
Tax Expenses (including Deferred Tax)
16,735.01
8,597.93
Profit After Tax
40,074.24
22,533.80
Share of Profit from Associate
-
1.06
Profit for the Period
22,534.86
The Financial Statements for the FY 2024-25 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 andfair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cashflows for the year ended March 31,2025. The Notes to the Financial Statements adequately cover the Audited Statements andform an integral part of this Report. As mandated by the Ministry of Corporate Affairs, IND AS is applicable to the Companyfrom the Financial Year commencing from April 01, 2017. The estimates and judgments relating to the Financial Statementsare made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonablypresent the Company's state of affairs, profits and cash flows for the year ended March 31, 2025.
Your Company is a steel manufacturing Company. It manufactures high quality steel products to cater the needs of thecustomers for use in the construction and infrastructure building through the deployment of robust processes and stateof-the-art technology. The Company's high-quality products help customers to build strong constructions and gaincompetitive advantage.
During the FY 2024-25 Revenue from Operations stood at ' 4,29,272.89 Lakhs as against ' 4,22,711.75 Lakhs during the lastFY 2023-24. The Profit before Interest, Depreciation and Taxation stood at ' 71,004.78 Lakhs as against ' 45,504.79 Lakhs in
the previous year registering a growth of 56.04%. The Net Profit after Tax for the year under review stood at ' 40,074.24 Lakhsas against ' 22,533.81 Lakhs in the previous year registering a remarkable growth of 77.84 %. Earnings per Share (EPS) stoodat ' 16.61 (face value of ' 10/- each) for the financial year ended March 31, 2025. During the year Company's performancehas been significantly higher as compared to the previous year especially in terms of profitability.
Such robust growth of the Company has been a result of several factors such as -
• setting up of a Pellet Plant having capacity of 7,92,000 MT which helped to reduce cost of raw materials;
• purchase of own railway rakes by the Company for transporting coal to the factory timely and cost effectively whichled to reduction in freight cost which in turn has helped to improve the profitability;
• Usage of modern technologies and state-of-the-art machineries with highly skilled workers resulting in efficient andincreased production.
Further, the grant of composite licence for Todupura Iron Ore Block, District Karauli in Rajasthan having an area of 260.71hectare and the total deposit of Iron Ore of 85.42 million ton shall ensure operational flexibility, easy availability and nodependency on international as well as domestic suppliers of Iron Ore for a period of 20-25 years (approximately). Owningand efficiently operating through captive Iron Ore mining, significant cost saving can be realised and sustained which, inturn, would surge the operating as well as net profit of the Company considerably in future.
Items
2024-25
% of Change
Production
Sales1
Sponge Iron (M.T.)
7,53,542.14
7,55,045.93
7,70,024.59
7,71,715.58
(2.14%)
(2.16%)
M.S. Billets (M.T.)
8,54,630.20
8,51,724.86
7,94,654.02
7,91,714.42
7.55%
7.58%
M.S. Round Bar & MissRolled Bar (M.T.)
7,64,681.65
7,65,284.04
7,15,332.58
7,10,765.38
6.90%
7.67%
Iron Ore Pellet (M.T.)
5,99,050.00
5,98,706.02
4,59,705.00
4,37,026.22
30.31%
37.00%
Power Generation (KWH)
80,59,13,924.00
74,81,04,488.00
7.73%
The dividend was recommended by the Board at its meeting held on May 21, 2025 and the duly signed form for waiving off/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 onor after April 01, 2020 has become taxable in the hands of the shareholders. Your Company shall therefore be required todeduct tax at source (TDS) at the time of making payment of the said Dividend after obtaining the approval of shareholdersin the forthcoming AGM.
The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, yourCompany has not transferred any amount to the 'Reserves' for the year ended March 31, 2025.
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 hasadopted the BRSR compulsorily since financial year 2022-23 to provide enhanced disclosures on ESG practices and prioritiesof the Company.
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, Company is glad to present to you the 3rd BusinessResponsibility and Sustainability Report ('BRSR') for the financial year 2024-25 which forms part of the Annual Report and isattached as Annexure - II.
As per SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review forms part ofthe Annual Report and is annexed herewith as Annexure-III.
The Company is committed to maintain the highest standards of corporate governance and set a benchmark in the globalsteel industry. The Company ensures that it adheres to good corporate practices and implements effective policies at all levelsas well as respect the rights of the minority shareholders. Company ensures that the requirements of Corporate Governanceas laid down in Regulation 27 of the SEBI (LODR) Regulations, 2015 are complied with, in letter and spirit.
Pursuant to SEBI (LODR) Regulations, 2015, the Corporate Governance Report along with the Certificate from a PracticingCompany 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 Controlsover financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant BoardCommittees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls wereadequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge andability, confirm that:
(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there has beenno material departure.
(ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025and of the profit of the Company for the financial year ended March 31, 2025.
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraud 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 wereoperating effectively, and
(vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systemswere adequate and operating effectively.
The Company has not accepted or renewed any public deposits during the period under review. It has not accepted anydeposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules madethere 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 anyoutstanding Debentures.
As on March 31 2025, the Authorized Capital of the Company is ' 2,41,30,33,000/- (Rupees Two Hundred Forty-One CroresThirty Lakhs and Thirty-Three Thousand Only) and the paid-up capital stands at ' 2,41,28,09,450/- (Rupees Two HundredForty-One Crores Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty Only) consisting of 24,12,80,945 equity sharesof ' 10/- (Rupees Ten) each.
As on March 31, 2025 the issued, subscribed and paid-up Share Capital is ' 2,41,28,09,450/- (Rupees Two Hundred Forty-OneCrore 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 stockoptions or sweat equity. As on March 31,2025, none of the Directors of the Company hold instruments convertible into equityshares of the Company. The Company has paid Listing Fees for the financial year 2025-26 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 which haveoccurred between the end of the Financial Year of the Company to which the financial statements relate and the date ofthis report.
The Income Tax Department has conducted a search operation in April, 2023. Pursuant to that, the Income Tax Departmentinitiated the assessment for 7 (Seven) Assessment Years and has concluded the assessment till Assessment Year 2023-24without any addition to the taxable income. However, assessment for the Assessment Year 2024-25 is in progress and themanagement is of the view that conclusion for the Assessment Year 2024-25 will be without any addition in the taxableincome in line with the last previous years.
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concernstatus of the Company and its future operations. However, Members attention is drawn to the statement on contingentliabilities, 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 financialstatements of Company's Associate Companies in Form AOC - 1 is attached as Annexure - IV. The Company has no SubsidiaryCompany. 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 inspectionby the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays andpublic holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, andall 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 on Meetings of Board ofDirectors and General Meetings 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 theCompanies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earningsand outgo is annexed as Annexure - V to this Report.
Several key factors have influenced the robust growth of your Company. Your Directors believe that the Company has thepotential to further scale up its business volumes and profitability and are in the process of identifying new avenues ofgrowth and effective utilization of its existing resources. The infrastructure creation continues to be one of the major prioritiesof the State Governments as well as Government of India and thereby the infrastructure space is likely to see significantactivity which augurs well for steel demand.
Your Company has a dedicated team of Management and Operating Personnel who have been instrumental in the growthof the business over the years.
Your Company has been constantly endeavouring for building the brand image of the Company PAN India. Shri Ajay Devgan,Bollywood Superstar, Film Director and Producer has been associated with the Company since 2021 as a Brand Ambassador.Mr. Devgan commands a huge mass fan following across all the age groups which in turn has helped the Company to pitchits products to all age groups. Mr. Devgan's endorsement of our products has helped to build the brand reputation of theCompany manifold.
The pellet plant commissioned at the Gorakhpur unit having a capacity of 7,92,000 MT in July 2023 was operating at acapacity of 58% only but the during the FY 2024-25 Company has witnessed full capacity utilization. This in turn has helpedto reduce the raw material cost which in turn led to improvement in profitability of the Company to a great extent.
The Company has completed the purchase of two railway rakes with an investment of ' 55 Crores (Rupees Fifty-Five CroresOnly) in the second half of FY 2023-24. FY 2024-25 has witnessed full year benefit of these newly purchased railway rakes interms of reduced freight cost and timely delivery of raw materials at its Gorakhpur unit.
Your Company has also ventured into the mining project this financial year. Your Company has been declared as a Successful"Preferred Bidder” by the Director of Mines & Geology, Government of Rajasthan on June 15, 2024, for Composite Licencefor Todupura Iron Ore Block, District Karauli in Rajasthan. Company has submitted and offered the Highest Final Price Offerof 175.05% to become a Successful "Preferred Bidder”. As per topographical studies, the geological data and the structureindicate that the Iron Ore investigated area is 260.71 hectare and the total deposit of Iron Ore is 85.42 million tonnes. Thesaid Iron Ore Mine has been allotted for Gujarat Steel Unit of the Company. In-house mining of Iron Ore, being the basic rawmaterial of the Company, shall ensure operational flexibility, easy availability and no dependency on international as well asdomestic suppliers of Iron Ore for a period of 20-25 years (approximately). Owning and efficiently operating through captiveIron Ore mining, significant cost saving can be realised and sustained which, in turn, would surge the operating as well asnet profit of the Company considerably.
The Direct Reduced Iron (DRI) Kiln having a capacity of1,65,000 MTPA at the Company's manufacturing facilities at Gorakhpur,Uttar Pradesh has been completed during the financial year. The total cost incurred by the Company towards this projecthas been ' 125 Crores.
The Company has installed an additional furnace of 30 ton per heat capacity. This furnace will improve production capabilityby 10%. The benefit of this has led to much better capacity utilisation (better production) during the financial year.
Company has also introduced a stronger and more durable value added offering under its Gallantt Advance brand TMT Bar.
Your Company plans to enter into new venture of real estate and infra including construction of hotels and mall by partneringwith Shalimar Group. A Group Housing project with ultra- modern facilities under the name "Shalimar Gallantt” is alreadyunder process.
Your Company has been catering to 3,000 dealers and around 30 distributors in Uttar Pradesh and Gujarat for close to 2decades and plans are underway for expanding distributor and dealer reach across both Uttar Pradesh and Gujarat.
Company has decided to expand the installed production capacity of the existing Integrated Steel Plants (Integration ofSponge Iron, Billets, Pellets, Captive Power Plant and Rolling Mill Unit) at Gorakhpur. The Board has approved a total of' 1,014.98 Crores of Capex for the above expansion which also includes installation of Captive Solar Power Plant. The entireexpansion is expected to be completed in the next financial year.
The Credit Rating Agency M/s. India Rating & Research Private Limited has maintained the rating to IND A /Stable for theCompany's Fund Based Long Term facilities (long term) and IND A for Non-Fund based Short Term facilities vide its ratingpress release.
The equity shares of the Company are in dematerialized form and is listed with BSE Limited and National Stock Exchangeof India Limited. The Listing Fees has been paid to the Stock Exchanges for the financial year 2025-26. The ISIN No. of theCompany is INE297H01019.
M/s Maroti & Associates, Chartered Accountants (Firm Registration Number: 313132E) were appointed as Statutory Auditorsin the 18th (Eighteenth) Annual General Meeting (AGM) of the Company for a period of five years, from the conclusion of 18thAGM till the conclusion of the 23rd AGM of the Company.
The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31,2025 pursuant to the provisions of the Act. The reports of Statutory Auditors form part of the Annual Report. The reportsare self-explanatory and do not contain any qualifications, reservations or adverse remarks. The Statutory Auditors haveissued an unmodified opinion on the Company's Financial Statements for the financial year ended March 31,2025. Necessarycertificate 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 withCompanies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, such accounts and recordshave been maintained by the Company.
The Company has submitted the Cost Audit Report and Cost Compliance Report to the Central Government for the financialyear 2024-25.
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 21, 2025 and based on the recommendationof the Audit Committee, had appointed M/s. U. Tiwari & Associates, Cost Accountants, as Cost Auditor of the Company forconducting the Cost Audit for the financial year 2025-26 on a remuneration of ' 1,00,000/- (Rupees One Lakh Only) plus outof pocket expenses. A Certificate from M/s. U. Tiwari & Associates, Cost Accountants, has been received to the effect that theirappointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141of the Act and Rules framed thereunder. The remuneration is subject to the ratification of the members in terms of Section148 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 theCompany for the financial year 2025-26 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 efficientconduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliablefinancial information.
The Company has an adequate system of internal controls in place. It has documented policies and procedures coveringall financial and operating functions. These controls have been designed to provide a reasonable assurance with regardto maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations andprotecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its efforts toalign 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 theCompany considering the essential components of internal control stated in the guidance note on audit of internal controlover 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 systemsand suggests improvements wherever needed to strengthen the same. The Audit Committee evaluated the internal financialcontrols based on the following criteria:
A. Systems have been laid to ensure that all transactions are executed in accordance with management's general andspecific authorisation. There are well-laid manuals for such general or specific authorisation.
B. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation offinancial statements in conformity with generally accepted accounting principles or any other criteria applicable tosuch statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
C. Access to assets is permitted only in accordance with management's general and specific authorisation. No assets ofthe Company are allowed to be used for personal purposes, except in accordance with terms of employment or exceptas specifically permitted.
D. The existing assets of the Company are verified / checked at reasonable intervals and appropriate action is taken withrespect to any differences, if any.
E. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to theCompany's policies.
A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issuedby M/s. Maroti & Associates, Chartered Accountants, Statutory Auditors of the Company is attached with their IndependentAuditor'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 takentowards correcting identified gaps. Respective functions have been trained and equipped to enable continuous monitoringof 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 tovarious 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 underlegislative enactments are adequately insured.
Disclosures pertaining to remuneration and other details as required under section 197(12) read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - VI to this report.
The said Annexure also contains a statement comprising the names of top 10 employees in terms of remuneration drawn.
The particulars of loans, guarantees and investments u/s 186 of the Companies Act, 2013 is annexed herewith as Annexure- VII.
(i) Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selectionand appointment of Directors, Senior Management and their remuneration. The summary of Remuneration Policy ofthe Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D ofSchedule II of the SEBI (LODR) Regulations, 2015 are provided in the Corporate Governance Report. The RemunerationPolicy is uploaded on the website of the Company at www.gallantt.com
(ii) Corporate Social Responsibility Policy (CSR)
The Board has, on the recommendation of the CSR Committee, approved the CSR Policy. The Company's CSR Policy isavailable 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 projectsin 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. AnnualReport on CSR as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is alsoattached herewith as Annexure - IX.
(iii) Risk Management Policy
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 inplace a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identifiedby the business and functions are systematically addressed through mitigating actions on a continuing basis. At presentthe 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
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directorsof 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, wheneverany fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected fromretribution, whether within or outside the organization. The Board has elected Mr. Nitesh Kumar, Company Secretaryas 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.
During the period under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.
No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capitaland Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as theprovisions of the said Section are not applicable.
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopteda policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as perthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Details of complaints received and redressed during the financial year 2024-25:
a.
Number of complaints filed during the financial year
Nil
b.
Number of complaints disposed of during the financial year
NA
c.
Number of complaints pending as on end of the financial year:
Mr. Anurag Fatehpuria, Practicing Company Secretary, having office address at 4/B/1, Salkia School Road, Raghav River ViewApartment, Howrah-711106 has been appointed as Secretarial Auditors of the Company for the financial year ended March31, 2025. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure-Xand forms part of this report. There are no qualifications, observations, adverse remark or disclaimer in the said Report.
In terms of Regulation 24A read with other applicable provisions of the SEBI (LODR) Regulations and applicable provisions ofthe Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 (Five) years commencingfrom FY 2025-26 till FY 2029-30, to conduct the secretarial audit of the Company.
Board on recommendation of the Audit Committee and the Nomination and Remuneration Committee, has approvedthe appointment of Mr. Anurag Fatehpuria, a Peer Reviewed Practicing Company Secretary (Peer Review No. 3367/2023), asSecretarial Auditors of the Company subject to approval of the Members of the Company at the ensuing Annual GeneralMeeting for a period of 5 (Five) consecutive years from commencing from FY 2025 -26 till FY 2029-30 at such remunerationas shall be fixed by the Board of Directors of the Company.
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instancesof frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act,details of which need to be mentioned in this Report.
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 is available on the websiteof the Company at www.gallantt.com.
In terms of the Indian Accounting Standard "Related Party Disclosures”, as prescribed under Section 133 of the CompaniesAct, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company has identified the related parties coveredtherein and details of transactions with such related parties have been disclosed in Notes to the Accounts forming part ofthis Annual Report.
Transactions with related parties entered into by the Company are in the ordinary course of business and on arm's length basisand do not have potential conflicts with the Company. Further, these transactions are also placed in the Audit CommitteeMeeting(s) for its prior approval or omnibus approval. There is no materially significant related party transaction during thefinancial year ended March 31, 2025.
None of the related party transactions entered into by the Company were in conflict with the Company's interest. Thereare no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for their approval. Omnibus approvals are taken forthe transactions which are repetitive in nature. In compliance with Listing Regulations, the necessary statements/disclosureswith respect to the Related Party Transactions are tabled before the Audit Committee and the Board of Directors on quarterlybasis. In line with requirement of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, your Companyhas adopted a Policy on Related Party Transactions which is available at Company's website www.gallantt.com
Further, in compliance with Regulation 23(9) of the Listing Regulations, the Company has duly submitted the half-yearlydisclosures on Related Party Transactions to the Stock Exchanges where its equity shares are listed.
Detailed notes on composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders RelationshipCommittee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors havebeen disclosed under Corporate Governance Report.
During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried outpursuant 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 Chairmanof the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has tofill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself byrating the performance on each question on the scale of 1 to 10, 1 being Unacceptable and 10 being Excellent. On the basisof the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formalannual 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, acquaintancewith business, communicating inter se board members, effective participation, domain knowledge, compliance with codeof 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, performanceof the Board as a whole and performance of the Chairperson of the Company, taking into account the views of ExecutiveDirectors and Non-Executive Directors.
Your Company follows a structured orientation and familiarization programme through various reports/ codes/internalpolicies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. Allnew 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 withthe Company's business operations. The new Directors are given an orientation on the products of the business, groupstructure and subsidiaries, Board constitution and procedures, matters reserved for the Board and the major risks and riskmanagement strategy of the Company.
They are made to interact with senior management personnel and proactively provided with relevant news, views andupdates on the Company and sector. All the information/documents sought by them is/are also shared with them forenabling 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, initiativesand 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 acrossthe Company. Your Company has received confirmations from all concerned regarding their adherence to the said Code.
Pursuant to Regulation 26(3) of the SEBI LODR Regulations, 2015, Mr. Chandra Prakash Agrawal, Managing Director andMr. Mayank Agrawal, Chief Executive Officer has confirmed compliance with the Code by all members of the Board and theSenior 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 Companyto implement and practice the principles of Corporate Governance based on fairness, transparency, integrity, honestyand accountability, consistently being followed by the Company in all its business practices and dealings. The Companyrecognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all "UnpublishedPrice 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 thesubsidiaries, 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 SensitiveInformation of the Company are governed by the Code. During the year under review, there has been due compliance withSEBI (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 six (6) meetingsof 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:
Names
Designation
Category
Mr. Ashtbhuja Prasad Srivastava
Chairperson
Independent
Mr. Udit Agarwal*
Member
Mr. Nitin Mahavir Prasad Kandoi
Executive
Mr. Pankaj Khanna
* Mr. Udit Agarwal, Independent Director has been inducted as a Member of the Audit Committee w.e.f. 16.09.2024
Constitution of the Audit Committee is in compliance with requisite provisions of the Companies Act, 2013 and rules madethereunder, 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. Udit Agarwal
Mrs. Nishi Agrawal
Constitution of the Stakeholder Relationship is in compliance with requisite provisions of the Companies Act, 2013 and rulesmade 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:
Mrs. Smita Modi
Constitution of the Nomination and Remuneration Committee is in compliance with requisite provisions of the CompaniesAct, 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. Chandra Prakash Agrawal
Mr. Dinesh R. Agarwal
Constitution of the Corporate Social Responsibility Committee is in compliance with requisite provisions of the CompaniesAct, 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) ofthe Companies Act, 2013, Board of Directors of the Company has constituted the Risk Management Committee with thefollowing Directors:
The Board of Directors has constituted a Committee of Directors with nomenclature of "Committee of Directors”. TheCommittee of Directors has the following composition of members as on the date of this report and is constituted offollowing Directors:
As on March 31, 2025 the Company did not have any subsidiary or joint ventures. Company has an Associate named GallanttMedicity Devlopers Private Limited.
In terms of the Regulation 46(2)(h) of the SEBI LODR Regulations, 2015, the policy for determining material subsidiaries isplaced on the website of the Company at www.gallantt.com under 'Investors' section of Gallantt Ispat Limited.
The following are the whole-time key managerial personnel of the Company:
Sr. No.
1
Chairman and Managing Director
2
Whole-time Director
3
4
Mr. Prashant Jalan
5
Mr. Prem Prakash Agrawal
6
Mr. Mayank Agrawal
Chief Executive Officer
7
Mr. Sandip Kumar Agarwal
Chief Financial Officer
8
Mr. Nitesh Kumar
Company Secretary
As at March 31, 2025 your Board comprises of ten Directors of which five are Independent. Mr. Chandra Prakash Agrawal(DIN: 01814318), Mr. Dinesh R. Agarwal (DIN: 01017125), Mr. Prem Prakash Agrawal (DIN: 01397585), Mr. Nitin Mahavir PrasadKandoi (DIN: 01979952) and Mr. Prashant Jalan (DIN: 06619739) are Executive Directors of the Company. Mr. AshtbhujaPrasad 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 Agrawalis 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 CompanySecretary and Compliance Officer looks after the corporate compliances as well as investor relations.
(b) Changes during the year:
No changes during the year.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Mr. Dinesh R. Agarwal (DIN: 01017125), who retires by rotation atthe ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
(d) Declaration by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI LODR Regulations, 2015.
(e) Policy on Directors' appointment and remuneration and other details:
The Policy on Directors' appointment and remuneration, including the criteria for determining the qualifications, positiveattributes and independence of Directors forms a part of the Corporate Governance Section of the Annual Report. TheNomination and Remuneration Policy is placed on the website of the Company at www.gallantt.com under 'Investors'section of Gallantt Ispat Limited.
Presently, Company has an optimum combination of Executive and Non-Executive (Independent) Directors on the Boardof the Company.
Independent Directors are appointed for five consecutive years and are not liable to retire by rotation in terms of Sections149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointmentand 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, 2013and a certificate dated May 21,2025 received from Company Secretary in Practice certifying that none of the Directors on theBoard of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Companiesby SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirementsfor the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates theresumes of potential candidates for appointment of Directors and meets them prior to making recommendations of theirnomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicatedto the appointee.
On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, KeyManagerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remunerationdetermined for Executive/ Independent Directors is subject to the recommendation of the Nomination and RemunerationCommittee and approval of the Board of Directors. The Non-Executive Independent Directors are compensated by way ofsitting 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 accordancewith the Remuneration Policy of the Company. The Company's Policy on Directors' Appointment and Remuneration andother matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in theCorporate Governance Report, which forms part of the Annual Report.
The Company has a comprehensive risk management framework designed to identify, evaluate, and mitigate risks that couldimpact the Company's operations and objectives. The risk management framework is reviewed periodically by the Boardand the Audit Committee. The Audit Committee is responsible for monitoring and reviewing the risk management planand 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 acontinuing basis. Some of the risk elements that the Company is exposed to are:
Commodity Price Risk
Risk of price fluctuation on basic raw materials like Iron Ore, Coal, Chemicals, Scraps as well as finished goods used in theprocess of manufacturing.
The Company commands excellent business relationship with the business associates. In case of major fluctuation eitherupwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new valueadded products helps in lowering the impact of price fluctuation in finished goods.
War zones, sanctions or policy changes in Africa, Europe or Middle East may impact overseas sites.
We have internal procedure to mitigate geopolitical risks such as diversified procurement base, regional supply redundancy,localised storage and manufacturing
Any increase in interest rate can affect the finance cost.
Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and we have surplus fundscushion to settle the entire debt in case the need arises. Further, the Company has repaid the Term Loan in full.
Your Company does not have export sales. However, Company imports raw materials from countries outside India. Anyvolatility in the currency market can impact the overall profitability.
The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation eitherupwards or downwards, the matter will be mutually discussed and compensated both ways.
Your Company's ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non¬availability of the required talent resource can affect the overall performance of the Company.
Your Company demonstrates strong HR practices across the industry and carry out necessary improvements to attract andretain the best talent. Also, recruitment is across almost all States of India which helps to mitigate this risk and we do notanticipate any major issue in the coming years.
Your Company is always exposed to competition risk from Steel Manufacturers across the region. The increase in competitioncan cause loss in market share, experiencing reduced profitability, or facing challenges in growth and innovation.
By giving continuous efforts to enhance the brand value of the Company, quality, cost, timely delivery and customer service.Aggressive marketing can also help to mitigate competition risk.
Increasing regulatory requirements. Any default can attract penal provisions.
By identifying risks and mitigating the financial, legal, and operational impacts pertaining to non-compliance and regulatorymisalignments. Regularly monitoring and reviewing the changes in regulatory framework. By monitoring of compliancethrough legal compliance management tools and regular internal audit and secretarial audit.
Industrial Safety, Employee Health and Safety Risk
The Steel Industry is labour intensive and are exposed to accidents, health and injury risk due to machinery breakdown,human negligence etc.
By development and implementation of critical safety standards across the various departments of the factory, establishingtraining need identification at each level of employee. Conduct regular inspections of all operations, equipment, work areasand facilities. Have workers participate on the inspection team and talk to them about hazards that they see or report.
Cyber Security Risk
Cyber security risk deals with the potential for business issues and financial losses due to cyber attack that affects operationsor a security breach that results in the theft of Company data. It's closely related to technology risk, but listing it as astandalone type of risk recognizes the significant costs and business damage that cyber security incidents can cause. Withthe growing instances of cyber-attacks, data security has become a challenge for the Company.
Confidential information has been enhanced by implementing best-in-class firewalls. The Company is aware about thecurrent elevated levels of cybersecurity risks across the globe. All critical IT servers are protected with best-in-class firewallswhich are monitored and updated regularly.
All access to critical IT servers, including SAP ERP, for those working remotely, are allowed through security authentication tunnel.
Necessary update patches and security policies are pushed over the internet to all computers of the Company on a dailybasis, even if the user is at home or away from office. Deviations and alerts are monitored closely and corrective/preventiveactions are implemented as per need.
The Risk Management Committee looks into the monitoring and reviewing of the risk management plan and such otherfunctions, as it may deem fit and such function specifically covers cyber security.
Fluctuating raw material prices and potential supply chain disruptions can negatively impact cost control and delivery timelines.Mitigation measures
The Company enhances backward integration through local sourcing, captive power generation capabilities, owning ownrailway rakes, commissioning own pellet plant and taking on lease iron ore mines. It employs strategic stockpiling and long¬term agreements to ensure assured supply.
Continuous investment in new technologies is required to avoid obsolescence and maintain a competitive edge.Mitigation measures
The Company is committed to strengthening its R&D efforts, focusing on innovations such as advanced TMT Bars. It alsopartners with experts to drive technological advancement within its operations.
Our employees are our greatest asset and we are committed to attract, retain and recognize talent. The Company's HRphilosophy is to establish and build a high performing organization, where each individual is motivated to perform to thefullest capacity. The Company constantly facilitates and encourages its employees at all levels to enhance their knowledgeand skills and continuously seeks to inculcate within its employees, strong sense of business ethics and social responsibility.The Company continues to maintain its record on cordial industrial relations. The Company continues to invest in peoplethrough various initiatives such as regularly conducting training programmes to enhance the skills, knowledge, andproductivity of employees and keep them updated about the latest techniques. Company also places high importance onthe safety of its employees and ensures adherence to safe work practices. Industrial relations in the Company have remainedamicable throughout the year.
Following are the details of Unpaid Dividend that has not been claimed and paid till March 31, 2025:
Nature of Money
Relevant Financial Year
Bank Account Details
Amount lying (In ')
Final Dividend 2018
2017-18
IDBI Bank Account No.1526103000000578
73,876.75
Final Dividend 2019
2018-19
IDBI Bank Account No.1526103000000897
50,457.00
Final Dividend 2024
HDFC Bank Account No.50200102229077
59,23,667.00
Members whose dividend amounts remained unpaid/unclaimed in respect of Final Dividend 2018, 2019 and 2024 arerequested to approach the RTA immediately and claim their dividend. The details of unclaimed dividend are available onthe 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 amalgamated with Gallantt Metal Limited (now name changed to Gallantt IspatLimited) all details of unpaid and unclaimed dividend amount and compulsory transfer of equity shares and dividendamount lying unclaimed for 7 consecutive years to Investor Education and Protection Fund (IEPF) shall be maintained andlooked after by the Company.
Following amount of Unpaid Dividend of erstwhile Gallantt Ispat Limited has not been claimed and paid till March 31, 2025:
IDBI Bank Account No.1526103000000569
20,802.00
Interim Dividend 2018
IDBI Bank Account No.1526103000000666
23,598.75
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividends, if not claimed for a period of seven years from the date oftransfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from thedate of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not applyto shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer ofthe shares.
In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in orderto avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and thedetails of unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploadedon the Company's website at www.gallantt.com
Financial Year
Amount of unclaimed dividend transferred
No. of equity shares transferred
Final Dividend 2017
12,4462
583
• Shri Yogi Adityanath Maharaj Ji, Hon'ble Chief Minister of Uttar Pradesh, honoured the company for 'Entrepreneur ofthe 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 coverstory May, 2018.
• Ranked at 6th 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 was felicitated with memento for his significantand imperishable contributions to the Industrial development in the State, by Shri Yogi Adityanath Maharaj ji, Hon'bleChief 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”.
• 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 "BhamashahAward” and Certificate of Appreciation on the eve of "Vyapari Kalyan Diwas” by the State Tax Department, Gorakhpur,Uttar Pradesh
• Company was awarded the IIA Kohinoor Award from the Indian Industries Association, Lucknow for excellence insteel manufacturing.
• Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was awarded the Family Entrepreneurof the Year from The Economic Times Entrepreneur - Summit and Awards
• Company has received awards for Best efficient "CPP Coal Below 50 MW Category” and "Best efficient waste heatrecovery Power Plant "CPP Plant of the Year” from Mission Energy Foundation in Goa in respect to the Captive PowerPlant of the Company at Kutch, Gujarat.
• Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal, was felicitated by the Alumni ofDepartment of Commerce, Dindayal Upadhyay Gorakhpur University as "The Eminent Entrepreneur of Gorakhpur.”
During the year under review, the Company has not made any application before the National Company Law Tribunalunder Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pendingproceeding against the Company under Insolvency and Bankruptcy Code, 2016.
It is not applicable to the Company, during the financial year under review.
Your Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requiresconduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulationsand preservation of natural resources.
Your Company continues to focus on welfare and improving the quality of lives of its employees by providing educationalassistance 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 foster a safe and healthy working environment for the prevention of work-related injuries andill-health. Company strives to be a leader in safety excellence in the global power and energy business. The OccupationalHealth and Safety Policy is available on the Company's corporate website www.gallantt.com
• The Managing Director of the Company has not received any remuneration or commission from any of the subsidiarycompanies: 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 beingin force);
• The Company does not have any ESOP 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 hasbeen followed.
• The Company serviced all the debts & financial commitments as and when they became due and no settlements wereentered into with the bankers.
• The securities were not suspended from trading during the year due to corporate actions or otherwise.
• There was no change in Auditors and/or Secretarial Auditors during the year.
Your Directors place on record their gratitude for 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 theCompany. Your Directors also take this opportunity to thank Ministry of Corporate Affairs, SEBI, BSE Limited, National StockExchange of India Limited, Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Suppliers,Contractors, Vendors and business associates for their continuous support and co-operation. The Board also looks forwardto their continued support in the future.
The Board also expresses its heartiest gratitude to all our stakeholders for their unflinching faith and trust in the Company.
On behalf of the BoardChandra Prakash Agrawal
Place: Gorakhpur Chairman &MD
Date: May 21, 2025 DIN: 01814318
Sales include captive consumption also.
5. DIVIDEND
Your Directors have recommended final dividend of ' 1.25 per equity share i.e. 12.5 % on equity shares of face value of '10/-each for the financial year ended on March 31, 2025. The dividend is subject to approval of the shareholders at the ensuingAnnual General Meeting ('AGM') and will be paid to those shareholders whose names appear in the Register of Membersas on close of September 20, 2025.
The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividendwill be paid out of the profits for the year. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 [hereinafter referred to as "the Listing Regulations/SEBI (LODR)”], the Dividend Distribution Policy dulyapproved by the Board is available on the website of the Company and can be accessed at 'Investors' of the website of theCompany i.e. www.gallantt.com and the same is annexed as Annexure-I.
With a view to retain some funds and utilize them for ongoing expansion, the Promoter and Promoter Group shareholdersexcept a few Promoter Group Shareholders has voluntarily waived off/forgone their right to receive dividend.
The total dividend pay-out will be approximately ' 11,15,61,197.50 (Rupees Eleven Crores Fifteen Lakhs Sixty-One ThousandOne Hundred Ninety-Seven and Fifty Paisa Only).
Actual amount liable to be transferred to IEPF was 12,445.50 but the amount has been auto rounded off to ' 12,446.00 atthe time of generating the payment challan at MCA portal
58. KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended March 31, 2025, are provided in the Management Discussion and AnalysisReport given in Annexure - III, which is annexed hereto and forms part of the Directors' Report.
59. AWARD AND RECOGNITIONS
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'bleChief Minister of Uttar Pradesh.
• Promoter of Gallantt Group Mr. Chandra Prakash Agrawal & family has been listed on India's Super Rich List at 188thposition 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 "MAKINGA MARK WITH BUSINESS IN STEEL”