DIRECTORS' REPORT

TO THE MEMBERS

Your Directors have the pleasure in presenting the 19th
Annual Report of Gallantt Ispat Limited ("the Company")
along with the Audited Financial Statements for the
Financial Year ended March 31, 2023.

CORPORATE OVERVIEW

The Company was incorporated in 2005 and has

thereafter transformed to being one of the leading
steel manufacturing companies in India. Gallantt Ispat
Limited ("Your Company" or "The Company") is a leading
Iron and Steel manufacturing Company. Factories of the
Company are located at Samakhyali, Kutch District of
Gujarat (hereinafter referred to as "Gujarat Unit") and
Sahjanwa, Gorakhpur, Uttar Pradesh (hereinafter referred
to as "Gorakhpur Unit"). The Company has its Registered
Office at New Delhi.

WORKING RESULTS

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Financial Statements for the FY 2022-23 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, 2023. The Notes to the Financial
Statements adequately cover the Audited Statements
and form an integral part of this Report.

STATE OF AFFAIRS, BUSINESS OPERATION AND
PERFORMANCE REVIEW

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

During the FY 2022-23 Revenue from Operations stood
at ' 4,03,458.27 Lakhs as against ' 3,01,737.60 Lakhs
during the last FY 2021-22. The Profit before Interest,
Depreciation and Taxation stood at ' 36,736.17 Lakhs as

against ' 34,985.99 Lakhs in the previous year registering
a growth of 5.01 %. The Net Profit after Tax for the year
stood at ' 14,091.09 Lakhs from ' 17,583.93 Lakhs in the
previous year registering a decline 19.86%. Earnings per
Share (EPS) stood at ' 5.84 (face value of ' 10/- each) for
the Financial Year ended March 31, 2023. During the year
Company has reported relatively sluggish performance
in terms of profitability, however, the turnover has
increased considerably. Decline in profit is due to several
macroeconomic head winds, volatile market environment
and operational challenges.

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

PRODUCTION AT A GLANCE

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION AND CHANGE IN BUSINESS

Honorable National Company Law Tribunal, Kolkata
Bench and Honorable National Company Law Tribunal,
New Delhi Bench, vide their orders dated September 22,
2021 and May 20, 2022 respectively, have approved the
Scheme of Amalgamation and Slump Sale providing for
Slump Sale of 18 MW Power Plant of Gallantt Ispat Limited
to Gallantt Metal Limited and thereafter Amalgamation of
Gallantt Ispat Limited (Transferor Company No. 1 or GIL),
AAR Commercial Company Limited (Transferor Company
No. 2 or AAR), Hipoline Commerce Private Limited
(Transferor Company No. 3 or HIPOLINE), Lexi Exports
Private Limited (Transferor Company No. 4 or LEXI) and
Richie Credit and Finance Private Limited (Transferor
Company No. 5 or RICHIE) (together referred to as the
"Transferor Companies") with Gallantt Metal Limited
("Transferee Company" or "GML") and their respective
shareholders and creditors under Sections 230-232 of
the Companies Act, 2013 (hereinafter referred to the
"Scheme").

Post amalgamation Company has changed its name from
Gallantt Metal Limited to Gallantt Ispat Limited.

Income Tax Department, Ministry of Finance has in
exercise of power under Section 132 of the Income Tax

Act, 1961 has carried out an Income Tax Search Operation
at the Plant Office and Factory Premises of the Company
together with other business offices and residential
houses of Promoters and Officers of the Company.
Department has seized few documents and records of
the Company for further processing in the above search.
Any impact with respect to search is yet to be ascertained.

The Audit Team of the Company has detected
misappropriation and embezzlement of fund of the
Company by few lower-level employees. These employees
have misused their position in the Company for their
personal interest. The matter was revealed during the
course of internal checking. Total fund involvement is
' 44.00 Lakhs (approximately). First Information Report
(FIR) was registered against these employees and
necessary action was taken against them. Company
has proper system in place and takes sufficient care
for maintenance of adequate accounting records for
safeguarding the assets of the Company and detecting
fraud or other irregularities. Further, robust vigil
mechanism is in place to report concerns about unethical
behaviour, actual or suspected fraud, or violations of
Company's Code of Conduct.

Apart from the above, there have been no material
change(s) and commitment (s) except elsewhere stated
in this report, affecting the financial position of the

Company between the end of the financial year of the
Company i.e. March 31,2023 and the date of this Report.

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

There has been no change in the nature of the business
of the Company during the financial year ended on March
31,2023.

DIVIDEND

The Directors wish to invest the profits back into the
Company for further growth plan and to strengthen
its fund and liquid position, and therefore did not
recommend any dividend for the FY2022-23.

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

FINANCIAL STATEMENTS OF SUBSIDIARIES AND
ASSOCIATES

Since, there is no Associate and Subsidiary Company of
the Company a statement containing the salient features
of the financial statements of the subsidiaries or associate
in the prescribed Form AOC-1 is not annexed to this
Report.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

Your Directors confirm that the Secretarial Standards
issued by the Institute of Company Secretaries of India,
have been complied with.

SHARE CAPITAL

As on March 31 2023, the Authorized Capital of the
Company is ' 2,41,30,33,000/- (Rupees Two Hundred and
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 and Forty-One Crores Twenty-Eight
Lakhs Nine Thousand and Four Hundred and Fifty only)
consisting of 24,12,80,945 equity shares of ' 10/- (Rupees
Ten) each. After sanction of the Scheme of Amalgamation
and Slump Sale providing for Slump Sale of 18 MW Power
Plant of Gallantt Ispat Limited to Gallantt Metal Limited
and thereafter Amalgamation of Gallantt Ispat Limited,
AAR Commercial Company Limited, Hipoline Commerce
Private Limited, Lexi Exports Private Limited and Richie

Credit and Finance Private Limited with Gallantt Metal
Limited (Transferee Company) by the Honorable National
Company Law Tribunal, Kolkata and New Delhi Bench on
September 22, 2021 and May 20, 2022 respectively the
Authorised Share Capital of the Company has increased
from ' 83,00,00,000/- (Rupees Eighty-Three Crores) to
' 1,57,00,33,000/- (Rupees One Hundred Fifty-Seven
Crores and Thirty-Three Thousand). Further, to cover up
the allotment of equity shares pursuant to the Scheme of
Amalgamation and Slump Sale the Authorised Capital of
the Company has been increased from ' 1,57,00,33,000/-
(Rupees One Hundred Fifty-Seven Crores and Thirty-Three
Thousand) to ' 2,41,30,33,000 (Rupees Two Hundred
Forty-One Crores Thirty Lacs and Thirty-Three Thousand)
and the same has been approved by the shareholders of
the Company at its Extra-Ordinary General Meeting held
on June 04, 2022.

As on March 31, 2023 the issued, subscribed and paid-up
Share Capital is ' 241,28,09,450/- (Rupees Two Hundred
Forty-One Crore Twenty-Eight Lacs Nine Thousand Four
Hundred and Fifty only) divided into 24,12,80,945 Equity
Shares of ' 10/- each.

During the year under review, the company has not issued
shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31, 2023,
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 2023¬
24 to each of the Stock Exchanges, where its equity shares
are listed.

BUSINESS GROWTH, OUTLOOK AND EXPANSION

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

During the year Company was under the process of
establishing a pellet plant at Gorakhpur Industrial
Development Authority (GIDA), Sahjanwa, Gorakhpur -
273209, Uttar Pradesh having a capacity of 7,92,000 MT.
The commercial operation of the pellet plant is proposed
to start from the month of July 2023. Pellet Plant being
a backward integration will reduce the raw material cost
which in turn will help to improve the profitability of the
Company.

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
2022-2023.

Accordingly, pursuant to Section 134(3)(c) and 134(5)
of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

i) In the preparation of annual accounts, the applicable
accounting standards have been followed and there
has been no material departure.

ii) The selected accounting policies were applied
consistently and the Directors made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the profit of
the Company for the financial year ended March 31,
2023.

iii) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

iv) The annual accounts have been prepared on a going
concern basis.

v) Sufficient internal financial controls have been
laid down and such internal financial controls are
adequate and were operating effectively, and

vi) Proper systems to ensure compliance with the
provisions of all applicable laws have been devised
and such systems were adequate and operating
effectively.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT (BRSR)

SEBI, vide its circular dated May 10, 2021, made BRSR
mandatory for the top 1,000 listed companies (by market
capitalization) from financial year 2022-2023, while such
disclosure is voluntary for the financial year 2021-2022.The
Company has adopted the BRSR compulsorily from the
financial year 2022-2023 to provide enhanced disclosures

on ESG practices and priorities of the Company. The
Business Responsibility and Sustainability Report for the
financial year, as stipulated under Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is part of the Annual Report and is
attached as ANNEXURE - II.

FINANCE AND ACCOUNTS

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 31,2023.
Financial Statement has been prepared as per applicable
Ind-AS.

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 Fee has been paid
to the Stock Exchanges for the financial year 2023-24. The
ISIN No. of the Company is INE297H01019.

CREDIT RATING

The Credit Rating Agency M/s. India Rating & Research
Private Limited has maintained Ind A (Outlook: Stable)
rating for the Company's Fund Based Long Term facilities
(long term) and Ind A1 for Non-Fund based Short Term
facilities.

Further, post amalgamation credit rating of erstwhile
Gallantt Ispat Limited (CIN: L27109DL2005PLC350523)
has been withdrawn by M/s. Brickwork Ratings India Pvt.
Ltd.

CANCELLATION AND ALLOTMENT OF EQUITY SHARES

In pursuance of the Scheme as approved by the Honorable
National Company Law Tribunal, Kolkata Bench and New
Delhi Bench, Board of Directors of the Company has taken
on record June 07, 2022 as "Record Date" of the Transferor
Companies for determining the eligibility of shareholders
of the Transferor Companies who were allotted Equity
Shares in the Company. As per the Scheme as approved,
6,54,96,896 equity shares held by the Transferor
Companies were stand cancelled and 22,54,55,517
equity shares were allotted to the shareholders of the
Transferor Companies on June 10, 2022. Post cancellation
and Allotment of Shares as mentioned above, the total
outstanding no. of issued, subscribed and paid-up equity
shares are 24,12,80,945.

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.

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, 2023 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 31,2023. Necessary certificate
has been obtained from the Auditors as per Section
139(1) of the Companies Act, 2013.

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, is annexed as
ANNEXURE-III to this Report.

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 financial
year.

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.

COST AUDIT

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

The Company has submitted the Cost Audit Report
for the financial year 2021-22 within the due date. For
the financial year 2022-23 M/s. U. Tiwari & Associates,
Cost Accountants were appointed as the Cost Auditors
for conducting Cost Audit of all applicable units of the
Company.

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

The Company has received consent from M/s. U. Tiwari &
Associates, Cost Accountants, to act as the Cost Auditor
for conducting audit of the cost records for the financial
year 2023-24 along with a certificate confirming their
independence and arm's length relationship.

INSURANCE

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

INTERNAL COMPLAINT REGARDING SEXUAL
HARRASSMENT

There were no cases of sexual harassment of woman at

work place. Also, there are no instances of child labour/
forced labour/ involuntary labour and discriminatory
employment during the year.

BOARD COMMITTEES

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

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.

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-IV to this report.

A statement comprising the names of top 10 employees
in terms of remuneration drawn is given in this report as
ANNEXURE-IV.

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-V.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management
Discussion and Analysis Report is part of the Annual
Report and is annexed herewith as ANNEXURE-VI.
A report on Corporate Governance together with
the Auditors' Certificate regarding the compliance of
conditions of Corporate Governance is also part of the
Annual Report.

MARKET AND FUTURE PROSPECTS

Please refer to Management Discussion & Analysis Report
which forms part of the Annual Report.

(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 - VII.

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-
VIII.

(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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT

Mr. Anurag Fatehpuria, Practising Company Secretary,
having office address at 4/B/1, Salkia School Road,
Raghav River View Apartment, Howrah-711106 has been
appointed as Secretarial Auditors of the Company for the
financial year ended March 31,2023. The Secretarial Audit
Report received from the Secretarial Auditors is annexed
to this report marked as ANNEXURE-IX and forms part of
this report.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

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

The performance of the Board and Committees was
evaluated after seeking inputs from all the Directors
on the basis of the criteria such as Board/Committee
constitutions, frequency of meetings, effectiveness of
processes etc. The performance of individual Directors
(including Independent Directors) was evaluated by
the Board and Nomination & Remuneration Committee
(excluding the Director being evaluated) after seeking
inputs from all Directors on the basis of the criteria such
as thought contribution, business insights and applied
knowledge.

The criteria for the performance evaluation of the Board
of Directors includes aspects such as its composition
and structure, and the effectiveness of its processes,
information flow and functioning. The criteria for the
performance evaluation of individual Directors includes
aspects, such as the Director's contribution to the Board of
Directors and Committee meetings, including preparation
on the issues to be discussed as well as meaningful and
constructive contribution and inputs during meetings. In
addition, the Chairperson is evaluated on the key aspects
of his role.

The performance of the committees was evaluated
by the board after seeking inputs from the committee
members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings
etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution
of the individual director to the board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings 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.

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

All the board members of the Company are afforded
every opportunity to familiarize themselves with the
Company, its management, its operations and industry
perspective on a regular basis. 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. The Directors were apprised
on key aspects of operations and market trend and the
Company's performance and its future projects. The
details of programmes for familiarisation for Independent
Directors are posted on the website of the Company at
www.gallantt.com

Your Company has adopted a Code of Conduct
for members of the Board (incorporating duties of
Independent Directors) and the Senior Management. The
Code aims at ensuring consistent standards of conduct
and ethical business practices across the Company. Your
Company has received confirmations from all concerned
regarding their adherence to the said Code.

Pursuant to Regulation 17(5) of the SEBI LODR Regulations,
2015, Mr. Mayank Agrawal, Chief Executive Officer has
confirmed compliance with the Code by all members of
the Board and the Senior Management.

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

CODE OF CONDUCT FOR PROHIBITION OF INSIDER
TRADING

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading and Code of Practices and
procedures for Fair Disclosure of Unpublished Price
Sensitive Information (hereinafter referred to as the"Code
of Conduct" as per SEBI (Prohibition of Insider Trading)
Regulations, 2015. All Directors, Designated Employees
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

NUMBER OF MEETINGS OF BOARD AND AUDIT
COMMITTEE HELD DURING THE YEAR 2022-2023

Seven (7) meetings of the Board of Directors of the
Company were conducted during the financial year and
also Seven (7) 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 as on the date of
this report is constituted of following Directors:

* Mr. Nitin Mahavir Prasad Kandoi, Non-Executive
Director has been appointed as a Whole-time Director
of the Company w.e.f. June 01, 2022. Hence, he has been
categorised as an Executive Director.

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 as on the date of this report is constituted of
following Directors:

*Mr. Udit Agarwal, Independent Director of the Company
has been inducted as a Chairperson of the Stakeholders
Relationship Committee w.e.f. June 10, 2022

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 as on the date of this report is constituted of
following Directors:
*Mr. Udit Agarwal, Independent Director of the Company
has been inducted as a Member of the Nomination and
Remuneration Committee w.e.f. June 10, 2022

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 as on the date of this report is constituted of
following Directors:

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, Board of Directors of
the Company, at its meeting held on June 29, 2021, has
constituted the Risk Management Committee with the
following Directors:

* Mr. Nitin Mahavir Prasad Kandoi, Non-Executive
Director has been appointed as a Whole-time Director
of the Company w.e.f. June 01, 2022. Hence, he has been
categorised as an Executive Director.

COMMITTEE OF DIRECTORS

At their meeting held on June 29, 2020, 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:

REPORT ON PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act,

a statement containing performance & salient features
of the financial statements of Company's associate
Companies in Form AOC-1 is required to be attached.
Erstwhile Gallantt Ispat Limited was 'Associate' of the
Company which was amalgamated with the Company vide
Orders of the Honorable National Company Law Tribunal,
Kolkata Bench and Honourable National Company Law
Tribunal, New Delhi Bench dated September 22, 2021 and
May 20, 2022 respectively.

Further, in accordance with Sections 179, 186 and other
applicable provisions of the Companies Act, 2013,
the Company has, on May 10, 2022, acquired entire
shareholding of M/s. Gallantt Metalliks Limited with an
investment of ' 18,00,000/- (Rupees Eighteen Lacs only)
and thereby M/s. Gallantt Metalliks Limited became a
Wholly Owned Subsidiary of the Company. However,
on February 13, 2023 Gallantt Metalliks Limited got
disassociated with the Company as Company has sold its
entire shareholding.

Therefore, Company has prepared standalone financial
statements as consolidated financial statements are not
required to be prepared and Form AOC-1 is not required
to prepared and attached.

COMPANIES WHICH HAVE BECOME OR CEASED TO
BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

As on March 31, 2023 the Company did not have any
subsidiary or joint ventures. However, on May 10, 2022
Company has acquired the entire shareholding of M/s.
Gallantt Metalliks Limited by investing ' 18,00,000/-
(Rupees Eighteen Lacs only) so as to make M/s. Gallantt
Metalliks Limited as a Wholly Owned Subsidiary of the
Company, but the same got disassociated from the
company w.e.f. February 13, 2023.

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

Erstwhile Gallantt Ispat Limited (Transferor Company) was
an Associate of the Company which was amalgamated
with the Company vide Order dated September 22, 2021
and May 20, 2022 passed by Honorable National Company
Law Tribunal, Kolkata Bench and Honorable National
Company Law Tribunal, New Delhi Bench respectively.
Hence, consequent upon the said amalgamation,
Erstwhile Gallantt Ispat Limited (Transferor Company)
ceased to exist as an Associate.

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

However, as enumerated above, Erstwhile Gallantt Ispat
Limited, Associate together with other Companies have
been amalgamated with the Company vide orders passed
by the Honorable NCLTs.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to
establish a vigil mechanism for Directors and employees
of the Company to report concerns about unethical
behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The Whistle
Blower Policy is available on the website of the Company.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility Committee and has framed a Corporate
Social Responsibility Policy and identified Healthcare,
Children's education, as some of the key areas. The
Company will continue to support social projects that are
consistent with the policy.

Corporate Social Responsibility Committee of the
Company is constituted of:

Mr. Jyotirindra Nath Dey, Chairman

Mr. Chandra Prakash Agrawal and

Mr. Dinesh R. Agarwal

KEY MANAGERIAL PERSONNEL

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Ind - AS on consolidated financial
statements read with the SEBI LODR Regulations 2015,
the Consolidated Audited Financial Statements and
Consolidated Cash Flow Statement for the year ended
March 31, 2023 are not required to be provided in
the Annual Report as the Company has no subsidiary,
associate or joint venture. Gallantt Ispat Limited
(Transferor Company), erstwhile associate of the Company
amalgamated with the Company and Gallantt Metalliks
Limited, Wholly Owned Subsidiary of the Company also
got disassociated during the year.

Pursuant to Section 136 of the Act, the financial statements
of the subsidiary and Associate Companies are kept for
inspection by the shareholders at the Registered Office
of the Company. The Company shall provide free of cost,
the copy of the financial statements of its subsidiary
and associate companies to the shareholders upon their
request.

ASSOCIATE COMPANY

Erstwhile Gallantt Ispat Limited was an Associate of
the Company. However, Gallantt Ispat Limited has
amalgamated with the Company vide orders of the
Honorable NCLT, New Delhi Bench dated May 20, 2022.

SUBSIDIARY COMPANY & MATERIAL SUBSIDIARY

Company has neither subsidiary company nor material
subsidiary as on March 31, 2023. However, on May 10,
2022 Company has acquired the entire shareholding of
M/s. Gallantt Metalliks Limited by investing ' 18,00,000/-
(Rupees Eighteen Lakhs only) so as to make M/s. Gallantt
Metalliks Limited a Wholly Owned Subsidiary of the
Company, but the same got disassociated from the
Company w.e.f. February 13, 2023.

The Board of Directors of the Company had adopted a
Policy for determining material subsidiary company in
line with the SEBI LODR Regulations, 2015. The Policy is

uploaded on the Company's website at www.gallantt.
com. Presently there is no material subsidiary company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Act, the
details forming part of the extract of the Annual Return in
Form MGT-9 is annexed herewith as ANNEXURE- X.

RISK MANAGEMENT

operating framework. Your Company believes that
managing risks helps in maximizing returns. The
Company's approach to addressing business risks is
comprehensive and includes periodic review of such
risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the
Audit Committee. Some of the risks that the Company is
exposed to are:

Risk management is embedded in your Company's

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Dividend has not been claimed and paid till 31.03.2023

Members who have not so far encashed their Dividend
Warrants for the financial years ended 31st March,
2018 and 2019 are requested to approach immediately
the Registrars for revalidation of unclaimed Dividend
Warrants. The details of unclaimed dividend are available
on the Company's corporate website www.gallantt.com
and also uploaded on the website of IEPF viz. www.iepf.
gov.in

Since, erstwhile Gallantt Ispat Limited has now
amalgamated with Gallantt Metal Limited (now name

changed to Gallantt Ispat Limited) all details of unpaid and
unclaimed dividend amount and compulsory transfer of
Equity Shares and Dividend amount lying unclaimed for
7 consecutive years to Investor Education and Protection
Fund (IEPF) shall be maintained and looked after by the
Company.

Following amount of Unpaid Dividend of erstwhile
Gallantt Ispat Limited which has not been claimed and
paid till 31.03.2023 is as follows -

been uploaded on the website of IEPF as well as the
Company.

BOARD OF DIRECTORS AND SENIOR EXECUTIVE

The Board comprises of Eight Directors of which four are
Independent. In terms of Section 152 of the Companies
Act, 2013, Mr. Prashant Jalan (DIN: 06619739), liable to
retire by rotation at the ensuing Annual General Meeting
is eligible for re-election.

Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), Mrs.
Nishi Agrawal (DIN: 08441260) Mr. Jyotirindra Nath Dey
(DIN: 00180925) and Mr. Udit Agarwal (DIN: 07036864) are
Independent Directors of the Company.

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.

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. Mr. Mayank Agrawal has been appointed as
the Chief Executive Officer of the Company with effect
from August 10, 2022 in accordance with provisions of
the Companies Act, 2013. Mr. Sandip Kumar Agarwal is
Chief Financial Officer and is inter alia looking after the
core finance function of the Company. Mr. Nitesh Kumar
is working in the capacity of Company Secretary and
Compliance Officer.

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 29,
2023 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.

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. Further,
Independent Director shall get themselves registered
with the Independent Directors' Databank as per the
Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended March
31, 2023, are provided in the Management Discussion
and Analysis Report given in "Annexure - VI", which is
annexed hereto and forms a part of the Board's Report.

GREEN INITIATIVES

As a responsible corporate citizen, the Company
supports the 'Green Initiative' undertaken by the Ministry
of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual
Report etc. to shareholders at their e-mail addressess
previously registered with the DPs and RTAs.

To support the 'Green Initiative, Members who have not
registered their email addresses are requested to register
the same with the Company's Registrar and Share Transfer
Agent/Depositories for receiving all communications,
including Annual Report, Notices, Circulars, etc., from the
Company electronically. Pursuant to the MCA Circulars
and SEBI Circulars, notice of the 19th AGM and the Annual
Report of the Company for the financial year ended
March 31, 2023 including therein the Audited Financial

Statements for the year 2022-2023, the aforementioned
documents are being sent only by email to the Members.

KEY MANAGERIAL PERSONNEL (KMP) WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the financial year 2022-23, Mr. Arnab Banerji
resigned from the post of Company Secretary and
Compliance Officer on August 10, 2022 of the Company
and Mr. Nitesh Kumar was appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
August 10, 2022. Mr. Mayank Agrawal has been appointed
as the Chief Executive Officer of the Company w.e.f.
August 10, 2022. Furthermore, Mr. Nitin Mahavir Prasad
Kandoi, Non-Executive Director of the Company has been
appointed as a Whole-time Director of the Company w.e.f.
June 01, 2022.

TRANSFER TO RESERVES

Your Directors has not transferred any amount standing
in retained earnings to the General Reserve.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the
Financial Year ending March 31, 2023, being arm's
length transactions have been reported in the financial
statements and forms part of this report. The Audit
Committee and the Board of Directors of the Company
have formulated the Policy on dealing with RPTs and a
Policy on materiality of RPTs which is uploaded on the
website of the Company and can be accessed through
the website of the Company www.gallantt.com under the
Investors Corner of Gallantt Ispat Limited.

All transactions entered with Related Parties for the
year under review were on arm's length basis and in the
ordinary course of business and that the provisions of
Section 188 of the Companies Act, 2013 and the Rules
made thereunder are not attracted. Thus, disclosure in
form AOC-2 in terms of Section 134 of the Companies Act,
2013 is not required. Further, there are no material related
party transactions during the year under review with the
Promoters, Directors or Key Managerial Personnel. The
Company has developed a framework through Standard
Operating Procedures for the purpose of identification
and monitoring of such Related Party Transactions.

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

The policy on Related Party Transactions as approved by
the Board of Directors has been uploaded on the website
of the Company viz. www.gallantt.com. None of the
Directors has any pecuniary relationship or transactions
vis-a-vis the Company.

PERSONNEL, INDUSTRIAL RELATIONS AND
MARKETING

The Company's HR philosophy is to establish and build a
high performing organization, where each individual is
motivated to perform to the fullest capacity: to contribute
to developing and achieving individual excellence and
departmental objectives and continuously improve
performance to realize the full potential of our personnel.
Industrial relations have remained harmonious
throughout the year.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the
Independent Directors confirming that they meet
the criteria of independence as prescribed under
the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as
Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

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

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

During the year:

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company since the
close of financial year i.e. since March 31, 2023 till the
date of this Report. Further, it is hereby confirmed that
there has been no change in the nature of business of
the Company. However, after approval of the Scheme
of Amalgamation as above all the assets and liabilities
of the Transferor Companies are to be transferred to the
Company.

Significant and material orders passed by the regulators /
courts / tribunals impacting the going concern status and
the Company's operations in future.

As such there is no significant and material order by the
regulator/court/tribunals impacting the going concern
status and the Company's operation in future.

GENERAL

a) Your Company has not issued equity shares with
differential rights as to dividend, voting or otherwise;
and

b) Your Company does not have any ESOP scheme for
its employees/Directors.

INTERNAL FINANCIAL CONTROLS

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

The Company has continued its efforts to align all its
processes and controls with global best practices.

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

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

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

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

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

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

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

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

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

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

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS
AS REQUIRED UNDER SCHEDULE V OF THE LISTING
REGULATIONS

The details of related party disclosures with respect
to loans/advances/investments at the year end and
maximum outstanding amount thereof during the year
as required under Part A of Schedule V of the Listing
Regulations have been provided in the notes to the
Financial Statements of the Company.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the
Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year. However, Audit Team
of the Company has reported a misappropriation of '
44.00 Lakhs (approx.) as described hereinabove.

ENVIRONMENT AND SAFETY

The 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.

TRANSFER OF SHARES COMPULSORILY IN DEMAT
MODE

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

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

EMPLOYEES WELFARE

The 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.

AMALGAMATION OF COMPANIES

Vide the orders of the National Company Law Tribunal,
Kolkata Bench and National Company Law Tribunal,
New Delhi Bench dated September 22, 2021 and May
20, 2022 respectively, the Scheme of Amalgamation
and Slump Sale got approved which was providing for
the Amalgamation of Gallantt Ispat Limited (Transferor
Company No. 1 or GIL), AAR Commercial Company Limited
(Transferor Company No. 2 or AAR), Hipoline Commerce
Private Limited (Transferor Company No. 3 or HIPOLINE),
Lexi Exports Private Limited (Transferor Company No.
4 or LEXI) and Richie Credit and Finance Private Limited
(Transferor Company No. 5 or RICHIE) (together referred
to as the "Transferor Companies") with Gallantt Metal
Limited ("Transferee Company" or "GML") and for the
Slump Sale of 18 MW Power Plant Undertakings of
Gallantt Ispat Limited to the Transferee Company and
their respective shareholders and Creditors (''Scheme")
under Section 230 to 232 and other applicable provisions
of the Companies Act, 2013.

On receipt of the Orders as above and pursuant to the
Scheme 6,54,96,896 equity shares held by Transferor
Companies with Gallantt Metal Limited (Now known
as Gallantt Ispat Limited) (Transferee Company) stands

cancelled. Further, the Board of Directors of the Company
have allotted 22,54,55,517 (Twenty-Two Crores Fifty-Four
Lakhs Fifty-Five Thousand Five Hundred and Seventeen)
fully paid-up equity shares of face value of ' 10/- each
of the Company to the eligible shareholders of the
Transferor Companies as per the Record Date fixed on
June 7, 2022. Further, the newly allotted shares are got
listed with the Stock Exchanges viz. BSE Limited, National
Stock Exchange of India Limited.

OTHER DISCLOSURES

• The Managing Director of the Company has not
received any remuneration or commission from any
of the subsidiary companies;

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

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

• The Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.

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

• No proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

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

BOARD EVALUATION

The Company has devised a formal process for annual
evaluation of performance of the Board, its Committees
and Individual Directors ("Performance Evaluation")
which include criteria for performance evaluation of non¬
executive directors and executive directors as laid down
by the Nomination and Remuneration Committee and
the Board of Directors of the Company. It covers the areas
relevant to the functioning as Independent Directors or
other directors, member of the Board or Committee of
the Board. The Independent Directors carried out annual
performance evaluation of the Chairman and Executive
Directors. The Board carried out annual performance
evaluation of its own performance. The performance
of each Committee was evaluated by the Board, based
on report on evaluation received from respective
Committees. A consolidated report was shared with the
Chairman of the Board for his review and giving feedback
to each Director.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the
Ministry of Steel, the various State Governments, Central
Government for their support and guidance.Your Directors
also thank Ministry of Corporate Affairs, SEBI, BSE Limited,
National Stock Exchange of India Limited, Depositories,
Regulators, Financial Institutions and Banks, Credit Rating
Agencies, Stakeholders, Suppliers, Contractors, Vendors
and business associates for their continuous support.
The Company also looks forward to their support in
future. Also, your Directors convey their appreciation to
the employees at all levels for their enormous personal
efforts as well as collective contribution to the Company's
growth.

On behalf of the Board

Place: Gorakhpur C. P. Agrawal

Date: May 29, 2023 Chairman