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EQUITY - MARKET SCREENER

Gallantt Ispat Ltd.
Industry :  Steel - Medium / Small
BSE Code
ISIN Demat
Book Value()
532726
INE297H01019
137.4430851
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
GALLANTT
33.95
14736.23
EPS(TTM)
Face Value()
Div & Yield %
17.99
10
0.33
 

As on: Oct 18, 2026 07:08 AM

22nd Annual Report 2025-26

To, The Members,

Gallantt Ispat Limited

The Board of Directors take pleasure in presenting the 22nd (Twenty-Second) Annual Report of Gallantt Ispat Limited (the Company) on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2026.

CORPORATE OVERVIEW

Being incorporated in the year 2005 Gallantt has grown from modest beginnings to become one of the leading steel manufacturing companies in India. Headquartered in Gorakhpur, the Group operates state-of-the-art steel plants in Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred to as "Gorakhpur Unit") and Samakhiyali, Kutch District of Gujarat (hereinafter referred to as "Gujarat Unit"), producing high-quality "TMT Rebars" that form the backbone of India's modern infrastructure.

The Company's registered office is also situated at Gorakhpur Industrial Development Authority (GIDA), Gorakhpur.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company, for the Financial Year ended March 31, 2026 are as below:

WORKING RESULTS

Particulars Standalone 2025-2026 Standalone 2024-2025 Consolidated 2025-2026 Consolidated 2024-2025
Revenue from operation 4,41,892.19 4,29,272.89 4,41,892.19 4,29,272.89
Other Operating Income 5,959.41 1,561.54 5,959.41 1,561.54
Finance Cost 4,168.59 2,199.28 4,168.59 2,199.28
Depreciation (including amortization) 13,031.72 11,996.25 13,031.72 11,996.25
Profit Before Tax 60,404.08 56,809.25 60,403.48 56,809.25
Tax Expenses (including Deferred Tax) 11,976.77 16,735.01 11,976.65 16,735.01
Profit After Tax 48,427.31 40,074.24 48,426.83 40,074.24
Share of Profit from Associate - - - -
Profit for the Period 48,427.31 40,074.24 48,426.83 40,074.24

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Financial Statements for the FY 2025-26 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, 2026. The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this Report. 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, 2026.

BUSINESS OPERATION AND PERFORMANCE REVIEW

Gallantt Ispat Limited is more than a manufacturer; we are active contributors to India's remarkable journey towards world-class infrastructure. With state-of-the-art plants in Uttar Pradesh and Gujarat, we transform iron ore into the backbone of infrastructure: "GALLANTT ADVANCE" TMT Rebars. Our expertise spans the entire steel manufacturing spectrum, from mining iron ore to shaping finished rebars. Every "GALLANTT ADVANCE" TMT Rebar we produce contributes to roads, bridges, and structures that connect lives and fuel progress. We believe in the power of steel to build more than structures; it builds dreams, aspirations, and a brighter future for all. By choosing Gallantt, you choose a partner in nation-building, leaving a lasting impact.

During the FY 2025-26 Revenue from Operations stood at 4,41,892.19 Lakhs as against 4,29,272.89 Lakhs during the last FY 2024-25. The Profit before Interest, Depreciation and Taxation stood at 77,604.39 Lakhs as against 71,004.78 Lakhs in the previous year registering a growth of 9.29%. The Net Profit after Tax for the year under review stood at 48,427.31 Lakhs as against 40,074.24 Lakhs in the previous year registering a steady growth of 20.84%. Earnings per Share (EPS) stood at 20.07 (face value of 10/- each) for the financial year ended March 31, 2026. During the financial year 2025-26 Company's performance has been quite satisfactory inspite of the geopolitical adversities and supressed Global Steel demand.

Financial Performance Snapshot - FY 2025-26

Metric Value Change
Revenue ?4,41,892.19 Lakhs ? 2.9% CPLY
EBITDA ?77,604.39 Lakhs ? 9.3% CPLY
EBITDA Margin 17.6% ? 102 bps CPLY
EBITDA per Tonne ?8,78,470 Lakhs ? 5.7% CPLY
PAT ?48,427.31 Lakhs ? 20.8% CPLY
PAT Margin 10.8% ? 102 bps CPLY

PRODUCTION AT A GLANCE

Items 2025-26 Production 2025-26 Sales* 2024-25 Production 2024-25 Sales* % Change Production % Change Sales
Sponge Iron (M.T.) 9,14,749.277 9,11,091.800 7,53,542.140 7,55,045.929 21.39% 20.59%
M.S. Billets (M.T.) 8,83,400.406 8,86,723.677 8,54,630.202 8,51,724.862 3.37% 4.11%
M.S. Round Bar & Miss Rolled Bar (M.T.) 7,87,593.352 7,85,233.577 7,64,681.652 7,65,284.037 3.00% 2.61%
Iron Ore Pellet (M.T.) 8,18,865.000 8,18,488.489 5,99,050.000 5,98,706.020 36.69% 36.71%
Power Generation (KWH) 8,54,292.622 8,54,292.622 8,05,913.924 8,05,913.924 6.00% 6.00%

*Sales include captive consumption also

DIVIDEND

Your Directors have recommended final dividend of Rs. 2 (Rupees Two Only) per equity share i.e. 20% on equity shares of face value of Rs. 10/- (Rupees Ten Only) each for the financial year ended on March 31, 2026. 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, 2026.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will 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) Regulations, 2015], the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at 'Investors' of the website of the Company i.e. www.gallantt.com and the same is annexed as Annexure - A.

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 has voluntarily waived off/forgone their right to receive dividend.

The total dividend pay-out will be approximately 17,31,93616 (Rupees Seventeen Crores Thirty-One Lakhs Ninety-Three Thousand Six Hundred and Sixteen Only).

The dividend was recommended by the Board at its meeting held on May 05, 2026 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 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.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, your Company has not transferred any amount to the 'Reserves' for the year ended March 31, 2026.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, Company is glad to present to you the 4th Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 which forms part of the Annual Report and is attached as Annexure - B.

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 - C.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements as set out in Regulation 17 to Regulation 27 of the SEBI(LODR) Regulations, 2015 and the same are complied with, in letter and spirit.

Pursuant to SEBI (LODR) Regulations, 2015, the Corporate Governance Report along with the Certificate from M/s. Maroti & Associates, Chartered Accountants, Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed to the Corporate Governance Report.

CAPEX AND LIQUIDITY

During the period under review, the Company has deployed a capex program of 3,000 Crores which includes significant allocation toward backward integration of key raw materials.

During the period under review, Company invested a capex of 1,200 Crores towards phased expansion to total installed capacity of 12.3 lakh MT across its Gorakhpur & Kutch Steel Units.

Capex of 1,500 Crores invested in Sonbhadra (Uttar Pradesh) mines and Todupura (Rajasthan) mines taken on lease by the Company which will lead to securing raw material linkage and boosting of EBITDA.

Deployment of capex of 300 Crores in setting 2 (Two) Solar Power Plants in Gujarat and Uttar Pradesh with total capacity of 78 MW which in turn will improve the long-term energy efficiency and support decarbonization.

DIRECTORS' RESPONSIBILITY STATEMENT

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 2025-26.

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:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departure.
b) 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, 2026 and of the profit of the Company for the financial year ended March 31, 2026.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
e) Sufficient internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively, and
f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

PUBLIC DEPOSITS

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.

DEBENTURES

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

SHARE CAPITAL

As on March 31 2026, 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. 2024, 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, 2026, 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 2026-27 to each of the Stock Exchanges, where its equity shares are listed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND CHANGE IN BUSINESS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations. However, Members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the Financial Year 2025-26, Company has 2 (Two) Associates, namely Gallantt Medicity Delovers Private Limited and Gallantt Lifespace Delovers Private Limited. However, Company decided to sell off entire shares of both the Companies after approval of the Board of Directors at its meeting held on November 03, 2025. Hence, the relation of Associate between the Company and Gallantt Medicity Delovers Private Limited and Gallantt Lifespace Delovers Private Limited ceased to exist after sell off of entire stake.

During the year Company incorporated a Wholly Owned Subsidiary (WOS) under the name and style of Suryalaxmi Technologies Private Limited. Company has initially invested 1,00,000 (Rupees One Lakh Only) by subscribing shares as a subscriber to the Memorandum and Articles of Association. The WOS has been formed to fund and inject capital for the purposes of setting up a Solar Power Plant through the WOS.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing performance & salient features of the financial statements of Company's WOS in Form AOC-1 is attached as Annexure - E.

The accounts of the WOS are audited and certified by their respective Statutory Auditors for consolidation.

In accordance with Section 136 of the Act, the financial statements of the WOS is 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

There have been no joint ventures during the year under review that have become or ceased to be the joint ventures.

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' section of Gallantt Ispat Limited.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Company complies with the applicable Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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 - F to this Report.

BUSINESS GROWTH, OUTLOOK AND EXPANSION

Your Company is the largest producer of Rebars in Uttar Pradesh and proudly holds 25% market share in its addressable geographies. During the year, your Company has achieved several noticeable milestones in order to scale up its business volumes and profitability. Your Company has the potential and the hunger to scale up its growth in order to give tough competition to its peers. Detailed business growth, outlook and expansion projects are discussed in Management Discussion and Analysis Report annexed as Annexure - C to the Report.

CREDIT RATING

During the financial year 2025-26, the Company does not have any debt instruments or any Fixed Deposit Programme or any scheme or the proposal of the Company involving mobilization of funds in India or in abroad.

India Ratings and Research; a Fitch Group Company has upgraded Company's Long-Term Issuer Rating at IND AA- Stable and re-affirmed Short-Term Issuer Rating at IND A1+ The instrument-wise rating actions are as follows:

Instrument Type Size of Facilities Rating/Rating Watch Rating Action
Fund-based limits 300 Crores IND AA-/Stable/IND A1+ Upgraded
Non-fund-based limits 400 Crores IND A1+ Re-affirmed
Long Term Loans (proposed) 150 Crores IND AA-/Stable Upgraded

LISTING INFORMATION

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 2026-27. The ISIN No. of the Company is INE297H01019.

AUDITORS & AUDITORS' REPORT

M/s Maroti & Associates, Chartered Accountants (Firm Registration Number: 313132E) were appointed as Statutory Auditors in the 18th (Eighteenth) Annual General Meeting (AGM) of the Company for a period of five years, from the conclusion of 18th AGM 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, 2026 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, 2026. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.

COST AUDIT AND AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.

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 02, 2025 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 2025-26 on a remuneration of ?1,00,000/- (Rupees One Lakh Only) plus out of pocket expenses. M/s. U. Tiwari & Associates has conducted the audit of cost records of the Company.

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 2026-27 subject to approval of their remuneration by the shareholders in the ensuing AGM.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Members at the AGM held on September 27, 2025 had approved the appointment of Mr. Anurag Fatehpuria, Peer Reviewed Practising Company Secretary (CP No. 12855, Peer Review No. 3367/2023), having office address at 4/B/1, Salkia School Road, Raghav River View Apartment, Howrah-711106, as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years commencing from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this report marked as Annexure - G and forms part of this report. There are no qualifications, observations, adverse remark or disclaimer in the said Report.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of the Listing Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available on the website of the Company at www.gallantt.com

INTERNAL FINANCIAL CONTROLS

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:

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

INSURANCE

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

PARTICULARS OF EMPLOYEES

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 - H to this report. The said Annexure also contains a statement comprising the names of top 10 employees in terms of remuneration drawn.

DETAILS OF POLICIES

(i) Nomination and Remuneration Policy

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

(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 is available on the Company's website at www.gallantt.com and the same is also attached herewith as Annexure - I.

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 - J.

(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 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

(iv) Whistle Blower Policy - Vigil Mechanism

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

(v) Material Subsidiary Policy - Vigil Mechanism

Pursuant to the provisions of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

The Policy may be accessed from the website of the Company at www.gallantt.com

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

MATERNITY BENEFIT

During the period under review, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED

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.

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal) Act, 2013

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a 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 per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints received and redressed during the financial year 2025-26:

I. Number of complaints filed during the financial year Nil
II. Number of complaints disposed of during the financial year NA
III. Number of complaints pending as on end of the financial year Nil

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of 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.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act, the extract of the Annual Return in Form MGT-9 is available on the website of the Company at www.gallantt.com

RELATED PARTY TRANSACTIONS

In terms of the Indian Accounting Standard Related Party Disclosures, as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company has identified the related parties covered therein and details of transactions with such related parties have been disclosed in Notes to the Accounts forming part of this Annual Report.

Transactions with related parties entered into by the Company are in the ordinary course of business and on arm's length basis and do not have potential conflicts with the Company. Further, these transactions are also placed in the Audit Committee Meeting(s) for its prior approval or omnibus approval. There is no materially significant related party transaction during the financial year ended March 31, 2026.

None of the related party transactions entered into by the Company were in conflict with the Company's interest. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel 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 for the transactions which are repetitive in nature. In compliance with Listing Regulations, the necessary statements/disclosures with respect to the Related Party Transactions are tabled before the Audit Committee and the Board of Directors on quarterly basis. In line with requirement of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations, your Company has 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-yearly disclosures on Related Party Transactions to the Stock Exchanges where its equity shares are listed.

BOARD COMMITTEES

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.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the criteria laid down by the Nomination and Remuneration Committee and in compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of Part D of Schedule II of the SEBI (LODR) Regulations, annual evaluation of the Board, its committees and individual Directors was carried out for the financial year 2025-26.

A structured questionnaire is prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Further, the questionnaires on performance evaluation are prepared in line with the Companies Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI.

Separate exercises are carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance of the Committees are evaluated based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice & recommendation to the Board, etc.

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.

FAMILIARISATION PROGRAMME

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. The Senior Management make presentations giving an overview of the Company's strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. 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

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

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

CODE OF CONDUCT

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 26(3) of the SEBI LODR Regulations, 2015, Mr. Chandra Prakash Agrawal, Managing Director and 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

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

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 Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full confidentiality of all UPSI 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.

Company pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 have been maintaining a Structured Digital Database (SDD) software internally to capture the database of all persons having access to UPSI. SDD is a non-tamperable software with time-stamping and audit trail facility. The software captures details such as, name of persons with whom the UPSI have been shared with, name of persons for whom there is an access to UPSI, PAN of those persons, any other Identification number authorized by Law. It is used to keep record of persons with whom the price sensitive information or UPSI have been shared with. This Database will act as a check for those persons who have possession of UPSI, from dealing in securities in a manner for their personal gain by using the unpublished information.

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

MEETINGS OF THE BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR

Eight (8) meetings of the Board of Directors of the Company were conducted during the financial year and also Eight (8) 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.

AUDIT COMMITTEE

The Audit Committee of the Company during the financial year is constituted of following Directors:

Names Designation Category
Mr. Ashtbhuja Prasad Srivastava Chairperson Independent
Mr. Udit Agarwal Member Independent
Mr. Nitin Mahavir Prasad Kandoi Member Executive
Mr. Pankaj Khanna Member Independent

The Audit Committee of the Board of Directors has been reconstituted on March 31, 2026 by changes in composition of Audit Committee which are as under:

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Names Designation Category
Mr. Ashtbhuja Prasad Srivastava Chairperson Independent
Mr. Nitin Mahavir Prasad Kandoi Member Executive
Mr. Pankaj Khanna Member Independent
Mrs. Nishi Agarwal Member Independent

Note: The Committee has been reconstituted due to resignation of Mr. Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of business hours of March 31, 2026 and appointment of Mrs. Nishi Agarwal, Non-Executive Independent Director as a Member of the Committee.

Further, Audit Committee of the Board of Directors has been again reconstituted on May 05, 2026 by changes in composition of Audit Committee which are as under:

Names Designation Category
Mr. Sanjay Kumar Jain Chairperson Independent
Mr. Kishore Pariyar Member Independent
Mr. Ashtbhuja Prasad Srivastava Member Independent

Note: The Committee has been reconstituted due to resignation of Mr. Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of business hours of May 05, 2026. Further, Mr. Nitin Mahavir Prasad Kandoi and Mrs. Nishi Agarwal have tendered their resignation as Members of the Committee. Mr. Sanjay Kumar Jain and Mr. Kishore Pariyar were appointed as Chairperson and Member of the Audit Committee respectively w.e.f. May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, serving as the Chairperson of the Audit Committee since November 04, 2020 has resigned from the post of Chairperson but is continuing in the Committee as a Member.

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.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company during the financial year is constituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mr. Ashtbhuja Prasad Srivastava Member Independent

During the year the Committee has been reconstituted on March 31, 2026 by changes in composition of Stakeholders Relationship Committee which are as under:

Names Designation Category
Mr. Ashtbhuja Prasad Srivastava Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mr. Pankaj Khanna Member Independent

Note: The Committee has been reconstituted due to resignation of Mr. Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of business hours of March 31, 2026 and appointment of Mr. Pankaj Khanna, Non-Executive Independent Director of the Company as a Member of the Committee w.e.f. April 01, 2026. Mr. Ashtbhuja Prasad Srivastava, serving as a Member of the Stakeholders Relationship Committee has been appointed as the Chairperson of the Committee w.e.f. April 01, 2026.

Further, the Committee has been again reconstituted on May 05, 2026 by changes in composition of Stakeholders Relationship Committee which are as under:

Names Designation Category
Mr. Ashtbhuja Prasad Srivastava Chairperson Independent
Mr. Sanjay Kumar Jain Member Independent
Mr. Dindayal Jalan Member Executive

Note: The Committee has been reconstituted due to resignation of Mr. Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of business hours of May 05, 2026. Mr. Sanjay Kumar Jain, Non-Executive Independent Director and Mr. Dindayal Jalan, Executive Director of the Company have been appointed as Members of the Committee w.e.f. May 05, 2026. Further, Mrs. Nishi Agrawal, Non-Executive Independent Director of the Company has resigned from the Committee as a Member w.e.f. May 05, 2026.

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.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company during the financial year is constituted of following Directors:

Names Designation Category
Mrs. Smita Modi Chairperson Independent
Mr. Udit Agarwal Member Independent
Mrs. Nishi Agrawal Member Independent

During the year the Committee has been reconstituted on March 31, 2026 by changes in composition of Nomination and Remuneration Committee which are as under:

Names Designation Category
Mr. Atul Kumar Gupta Chairperson Independent
Mrs. Smita Modi Member Independent
Mrs. Nishi Agrawal Member Independent

Note: The Committee has been reconstituted due to resignation of Mr. Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of business hours of March 31, 2026 and appointment of Mr. Atul Kumar Gupta, Non-Executive Independent Director of the Company as the Chairperson of the Committee w.e.f. April 01, 2026. Mrs. Smita Modi, serving as the Chairperson of the Nomination and Remuneration Committee since March 30, 2024 has resigned from the post of Chairperson but is continuing in the Committee as a Member.

Further, Nomination and Remuneration Committee of the Board of Directors has been again reconstituted on May 05, 2026 by changes in composition of Nomination and Remuneration Committee which are as under:

Names Designation Category
Mr. Atul Kumar Gupta Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mr. Ashtbhuja Prasad Srivastava Member Independent

Note: The Committee has been reconstituted due to resignation of Mrs. Smita Modi, Non-Executive Independent Director of the Company w.e.f. the close of business hours of May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, Non-Executive Independent Director of the Company has been appointed as a Member of the Committee.

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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company during the financial year is constituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mr. Chandra Prakash Agarwal Member Executive
Mr. Dinesh R. Agarwal Member Executive

During the year the Committee has been reconstituted on March 31, 2026 by changes in composition of Corporate Social Responsibility Committee which are as under:

Names Designation Category
Mr. Atul Kumar Gupta Chairperson Independent
Mr. Chandra Prakash Agarwal Member Executive
Mr. Dinesh R. Agarwal Member Executive

Note: The Committee has been reconstituted due to resignation of Mr. Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of business hours of March 31, 2026 and appointment of Mr. Atul Kumar Gupta, Non-Executive Independent Director of the Company as a Member of the Committee w.e.f. April 01, 2026.

Further, the Committee has been again reconstituted on May 05, 2026 by changes in composition of Corporate Social Responsibility Committee which are as under:

Names Designation Category
Mr. Atul Kumar Gupta Chairperson Independent
Mr. Chandra Prakash Agrawal Member Executive
Mr. Dinesh R. Agarwal Member Executive
Mrs. Nishi Agrawal Member Independent

Note: The Committee has been reconstituted by appointment of Mrs. Nishi Agrawal, Non-Executive Independent Director of the Company as a Member of the Committee w.e.f. May 05, 2026.

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.

RISK MANAGEMENT COMMITTEE

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

Names Designation Category
Mr. Pankaj Khanna Chairperson Independent
Mr. Nitin Mahavir Prasad Kandoi Member Executive
Mrs. Nishi Agrawal Member Independent

The Committee has been reconstituted on May 05, 2026 by changes in composition of Risk Management Committee which are as under:

Names Designation Category
Mr. Ashtbhuja Prasad Srivastava Chairperson Independent
Mr. Sanjay Kumar Jain Member Independent
Mr. Dindayal Jalan Member Executive

Note: The Committee has been reconstituted due to resignation of Mr. Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of business hours of May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, Non-Executive Independent Director of the Company has been appointed as the Chairperson of the Committee w.e.f. May 05, 2026. Further, Mr. Sanjay Kumar Jain, Non-Executive Independent Director and Mr. Dindayal Jalan, Executive Director of the Company have been appointed as Members of the Committee w.e.f. May 05, 2026. Mrs. Nishi Agrawal, Non-Executive Independent Director and Mr. Nitin Mahavir Prasad Kandoi, Executive Director of the Company has resigned from the Committee as Members w.e.f. May 05, 2026.

COMMITTEE OF DIRECTORS

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:

Names Designation Category
Mr. Chandra Prakash Agrawal Chairperson Executive
Mr. Dinesh R. Agarwal Chairperson Executive
Mr. Nitin Mahavir Prasad Kandoi Member Executive

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition:

As at March 31, 2026 your Board comprises of 10 (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 Prasad Kandoi (DIN: 01979952) and Mr. Prashant Jalan (DIN: 06619739) are Executive Directors of the Company.

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 the 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.

B. Changes during the year:

  • Mr. Chandra Prakash Agrawal (DIN: 01814318), Managing Director of the Company whose tenure was to end on August 31, 2025 was re-appointed for a further period of 5 (Five) years effective from September 01, 2025. The Company has sought approval of members by way of a special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
  • Mr. Dinesh R. Agarwal (DIN: 01017125), Whole-time Director of the Company whose tenure was to end on October 31, 2025 was re-appointed for a further period of 5 (Five) years effective from November 01, 2025. The Company has sought approval of members by way of a special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
  • Mrs. Nishi Agrawal (DIN: 08441260) whose first term of 5 (Five) consecutive years was to end on November 03, 2025 was re-appointed for a second term of 5 (Five) consecutive years effective from November 04, 2025. The Company has sought approval of members by way of a special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
  • Mr. Prashant Jalan (DIN: 06619739), Whole-time Director of the Company has resigned from the Company on the close of business hours of March 31, 2026.
  • Mr. Udit Agrawal (DIN: 07036864), Independent Director of the Company has resigned from the Company on the close of business hours of March 31, 2026.
  • Mr. Sandip Kumar Agarwal, Chief Financial Officer (CFO) of the Company has tendered his resignation from the Company on the close of business hours of March 31, 2026.

After the end of the Financial Year 2025-26 the following Directors resigned/were appointed:

  • Mr. Atul Kumar Gupta (DIN: 01734070) was appointed as an Independent Director on the Board of the Company effective from April 01, 2026.
  • Mr. Dindayal Jalan (DIN: 00006882) was appointed as an Executive Director (Vice-Chairman) on the Board of the Company effective from April 01, 2026.
  • Mr. Pradyumna Kumar Satpathy was appointed as the Chief Financial Officer (CFO) of the Company effective from April 01, 2026.
  • Mrs. Smita Modi (DIN: 01141396), Independent Director of the Company has resigned from the Company effective from the close of business hours of May 05, 2026.
  • Mr. Pankaj Khanna (DIN: 10377030), Independent Director of the Company has resigned from the Company effective from the close of business hours of May 05, 2026.
  • Mr. Sanjay Kumar Jain (DIN: 11692582) was appointed as an Independent Director on the Board of the Company effective from May 05, 2026.
  • Mr. Kishore Pariyar (DIN: 10767484) was appointed as an Independent Director on the Board of the Company effective from May 05, 2026.

C. Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Prem Prakash Agrawal (DIN: 01397585), who retires by rotation at the 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 under Section 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, 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' section 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 05, 2026 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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Procedure for Nomination and Appointment of Directors:

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.

KEY MANAGERIAL PERSONNEL

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

Sr. No. Names Designation
1 Mr. Chandra Prakash Agrawal Chairman and Managing Director
2 Mr. Dinesh R. Agarwal Whole-time Director
3 Mr. Nitin Mahavir Prasad Kandoi Whole-time Director
4 Mr. Prashant Jalan Whole-time Director
5 Mr. Prem Prakash Agrawal Whole-time Director
Sr. No. Names Designation
6 Mr. Mayank Agrawal Chief Executive Officer
7 Mr. Sandip Kumar Agarwal Chief Financial Officer
8 Mr. Nitesh Kumar Company Secretary

RISK MANAGEMENT

The Company has a comprehensive and robust risk management framework designed to identify, evaluate, and mitigate risks that could impact the Company's operations and objectives. 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 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 the process of manufacturing.

Mitigation measures

The Company commands excellent business relationship with the business associates. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Company maintains adequate inventory which helps to cushion any immediate impact due to price fluctuations.

Geopolitical Risk

War zones, sanctions or policy changes in Africa, Europe or Middle East may impact overseas sites.

Mitigation measures

We have internal procedure to mitigate geopolitical risks such as diversified procurement base, regional supply redundancy, localised storage and manufacturing. Further, majority of coal requirement is sourced by Company through domestic linkage arrangements, thereby reducing exposure to international price fluctuations due to any geopolitical developments. Blending of imported coal with domestic coal is continuously being optimized to minimize overall fuel costs while maintaining operational efficiency. Company also adopts hedging strategies for imported coal purchases whenever benchmark prices become favourable.

Interest Rate Risk

Any increase in interest rate can affect the finance cost.

Mitigation measures

Any increase in interest rate can affect the finance cost. Company has substantially reduced the working capital and by adopting financial discipline, the company has also improved the financial terms with various government bodies and PSUs. Dependence on debt is very minimum and we have surplus funds cushion to settle the entire debt in case the need arises.

Foreign Exchange Risk

Your Company does not have export sales. However, Company imports raw materials from countries outside India. Any volatility in the currency market can impact the overall profitability.

Mitigation measures

The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways.

Human Resources Risk

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. Company is infusing capital to create a better structure in terms of hierarchy and deploying training and development to retain best talent in the organization.

Mitigation measures

Your Company demonstrates strong HR practices across the industry and carry out necessary improvements to attract and retain the best talent. Also, recruitment is across almost all States of India which helps to mitigate this risk and we do not anticipate any major issue in the coming years.

Competition Risk

Your Company is always exposed to competition risk from Steel Manufacturers across the region. The increase in competition can cause loss in market share, experiencing reduced profitability, or facing challenges in growth and innovation.

Mitigation measures

By giving continuous efforts to enhance the brand value of the Company, quality, cost, timely delivery and customer service. Company is further endeavouring towards cost reduction and improve of efficiency for curbing any competition in the market.

Compliance Risk

Increasing regulatory requirements. Any default can attract penal provisions.

Mitigation measures

By identifying risks and mitigating the financial, legal, and operational impacts pertaining to non-compliance and regulatory misalignments. Regularly monitoring and reviewing the changes in regulatory framework. By monitoring of compliance through 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.

Mitigation measures

By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. Conduct regular inspections of all operations, equipment, work areas and facilities. Have workers participate on the inspection team and talk to them about hazards that they see or report. Company has a proper safety department in place and a dedicated medical team is also deployed at the units and regular health check-ups are done by the medical team.

Cyber Security Risk

Cyber security risk deals with the potential for business issues and financial losses due to cyber-attack that affects operations or a security breach that results in the theft of Company data. It's closely related to technology risk, but listing it as a standalone type of risk recognizes the significant costs and business damage that cyber security incidents can cause. With the growing instances of cyber-attacks, data security has become a challenge for the Company.

Mitigation measures

Confidential information has been enhanced by implementing best-in-class firewalls. The Company is aware about the current elevated levels of cybersecurity risks across the globe. All critical IT servers are protected with best-in-class firewalls which 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 daily basis, even if the user is at home or away from office. Deviations and alerts are monitored closely and corrective/preventive actions are implemented as per need.

Company conducts IT Infra Vulnerability Assessment and Penetration Testing (VAPT) Audit for assurance of the IT Infra robustness and Cyber Security on yearly basis. Company has already implemented Artificial Intelligence (AI) in its system and trainings are imparted to employees on a regular basis for responsible use of AI. At present, Company is using ISO 27001 framework under Cybersecurity and Governance but now company is taking inputs of ISO 42001 which covers the AI risk also.

The Risk Management Committee looks into the monitoring and reviewing of the risk management plan and such other functions, as it may deem fit and such function specifically covers cyber security.

Supply Chain and Sourcing Risks

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 own railway rakes, commissioning own pellet plant and taking on lease iron ore mines. It employs strategic stockpiling and long-term agreements to ensure assured supply.

Technological Risks

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 also partners with experts to drive technological advancement within its operations.

HUMAN RESOURCES

Your Company considers human capital as one of the most vital assets driving the organization's long-term success. The Company's HR philosophy places significant emphasis on attracting, developing, and retaining talented individuals across all levels. 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. Recruitment processes are carefully structured to ensure the right talent is brought in not just for current needs, but also for future growth and capability building. The training programs conducted in the organization are designed based on business needs, departmental goals and individual development plans, ensuring employees are continually aligned with evolving organizational expectations. Company also places high importance on the safety of its employees and ensures adherence to safe work practices.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND

Following are the details of Unpaid Dividend that has not been claimed and paid till March 31, 2026:

Nature of Money Relevant Financial Year Bank Account Details Amount lying (In ?)
Final Dividend for 2019 2018-19 IDBI Bank Account No. 1526103000000897 48,809.50
Final Dividend for 2024 2023-24 HDFC Bank Account No. 5020010222907759 19,19,840.00
Final Dividend for 2025 2024-25 HDFC Bank Account No. 5020011471484673 70,778.50

Members whose dividend amounts remained unpaid/unclaimed in respect of Final Dividend 2019, 2024 and 2025 are requested to approach the RTA immediately and claim their dividend. 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

TRANSFER UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 of transfer 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 the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the Members, the Company sends periodical reminders to the Members to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and Members whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website at www.gallantt.com

The details of unclaimed dividends and shares transferred to IEPF during FY 2025-26 are as follows:

Financial Year Amount of unclaimed dividend transferred No. of equity shares transferred
Gallantt Ispat Limited Final Dividend for 2018* ?20,686 19,228
Gallantt Metal Limited Final Dividend 2018 (Now name changed to Gallantt Ispat Limited) ?56,432

*Pursuant to sanction of Scheme of Amalgamation by the Honourable National Company Law Tribunal on May 22, 2026 Gallantt Ispat Limited has amalgamated with Gallantt Metal Limited. Now Gallantt Ispat Limited cease to exist and post-amalgamation Gallantt Metal Limited has changed its name to Gallantt Ispat Limited. Post-amalgamation 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) of erstwhile Gallantt Ispat Limited shall be maintained and executed by the Company.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended March 31, 2026, are provided in the Management Discussion and Analysis Report given in Annexure - C, which is annexed hereto and forms part of the Directors' Report.

AWARD AND RECOGNITIONS

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

During previous years:

  • Udayami Samman 2011: Awarded by Zee Media House and was presented by Shri Prakash Jaiswal, Hon'ble Coal Minister, Government of India.
  • Udayami 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 188th 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 Gallant Men: Steel 360, a renowned magazine of steel industry felicitated the group and its promoters in its cover story 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 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".
  • 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
  • Company was awarded the IIA Kohinoor Award from the Indian Industries Association, Lucknow for excellence in steel manufacturing.
  • Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was awarded the Family Entrepreneur of 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 heat recovery Power Plant "CPP Plant of the Year" from Mission Energy Foundation in Goa in respect to the Captive Power Plant of the Company at Kutch, Gujarat.
  • Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal, was felicitated by the Alumni of Department of Commerce, Dindayal Upadhyay Gorakhpur University as "The Eminent Entrepreneur of Gorakhpur."

During the year:

  • Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was felicitated with Excellence Award for Industrial Development by Dainik Jagran at a ceremony held in Osaka, Japan.

DISCLOSURE OF EVENTS OR INFORMATION

In compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at www.gallantt.com

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

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.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

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

DIGITAL TRANSFORMATION

During the year under review, Company has undergone significant digital transformation in order to enable it work in a smooth, hassle free and efficient manner and integrate digital technology into all areas of business. Few measures adopted by the Company are -

  • Completion of the IT Infra Vulnerability Assessment and Penetration Testing (VAPT) Audit for assurance of the IT Infra robustness and Cyber Security.
  • Company has already implemented Artificial Intelligence (AI) in its system and trainings are imparted to employees on a regular basis for responsible use of AI. At present, Company is using ISO 27001 framework under Cybersecurity and Governance but now company is taking inputs of ISO 42001 which covers the AI risk also.
  • 200+ CCTV Installation Across Plant, Upgrading CCTV Control Room Infra with Digital wall.
  • Upgraded Plant & Corporate Office Internet Bandwidths to up to 200Mbps for stable user experience.
  • Implementation of the Data Backup Solution for Redundancy and Data Protection.
  • Implementation of the End Point Anti-Virus - Sophos Solutions for cyber threat protection.
  • IT Awareness Training to 100+ Users covering different sources of threats and importance of the IT Security.
  • Added Key IT Resource and Capability - Cybersecurity Resource with certifications like CCNA and Certified Ethical Hacking - B13 & Cloud Security.
  • Introduction of SAP S4 HANA 3rd Party System Audit and Assessment by Grand Thornton.
  • Onboarding of a SAP Partner NOVEL VERITAS for AMS and New Project Development like SAP Project Systems, SAP Fund Management, SAP Breakdown Maintenance & Analysis
  • 50+ Hours of training provided to SAP users and improvement in score from 56% to 75%.
  • AI Based Unmanned Weighting Bridge for Leakage Prevention
  • Installation of GPS System for Vehicle Tracking

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to maintaining the highest standards of Environment, Health and Safety across all its operations. 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. Through regular training, monitoring and audits, Company aims to create a safe and sustainable work environment that not only protects the workforce but also contributes to the well-being of the communities in which the Company operates.

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 foster a 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 website at www.gallantt.com

GENERAL DISCLOSURE

  • The Managing Director of the Company has not received any remuneration or commission from any of its Subsidiaries or Associates.
  • 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 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;
  • 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.
  • 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.
  • No candidate was nominated by small shareholders in terms of Section 151 of the Act.
  • There was no delay in holding Annual General Meeting.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude for the support, co-operation and guidance received from the Government of India, Ministry of Steel, State Governments of Uttar Pradesh and Gujarat, all Government departments, Company's shareholders, bankers, valued customers, suppliers and all other stakeholders.

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, Suppliers, Contractors, Vendors and business associates for their continuous support and co-operation. The Board also looks forward to their continued support in the future.

The Board acknowledges, appreciates and values the unwavering efforts by the employees, workmen and staffs at all levels who have contributed to the success of the Company and look forward to their continued commitment, dedication and enthusiasm to enable the Company to scale even greater heights.

On behalf of the Board

Chandra Prakash Agrawal

Chairman & MD
DIN: 01814318