Gala Precision Engineering Ltd Directors Report

To

The Members,

Gala Precision Engineering Limited

Your Directors have pleasure in presenting the 16^h Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements of Accounts and the Auditors Report of your Company for the financial year ended, 31^st March, 2024.

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The Financial performance of the Company for the year under review as compared to the previous financial year are summarized below for your consideration:

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
	(Amt in Millions)		(Amt in Million)
Revenue from Operations(Net)	1,999.11	1,634.30	2,025.46	1,654.65
Other Income	22.90	16.16	18.32	16.17
Total Revenue	2,022.01	1,650.46	2,043.78	1,670.82
Total Expenses	1,733.98	1,460.34	1,767.90	1,493.84
Profit Before Exceptional items and Tax	288.03	190.12	275.88	176.98
Add: Exceptional Items	(37.78)	24.02	(23.09)	97.59
Profit Before Tax	250.25	214.14	252.79	274.57
Tax Expense
Less: (a)Current Tax	54.09	30.00	54.09	30.00
(b) MAT Entitlement	-	-	-	-
(c) Deferred Tax Charge	(28.42)	(6.18)	(28.42)	(6.18)
(d)Deferred Tax Earlier years	-	-	-	-
(e) Current tax adjustments of earlier years	7.19	8.63	7.19	8.63
Total Tax Expense	32.86	32.45	32.86	32.45
Non-Controlling Interest	-	-	(3.40)	-
Profit After Taxes(	217.40	181.69	223.33	242.12

2. UPDATE ON INITIAL PUBLIC OFFER:

The shareholders of the Company are hereby informed that during the year under review, the Company had filed its Draft Red Herring Prospectus ("DRHP") with SEBI dated 14 February 2024, and filed an In-Principal Approval application with the Stock Exchanges (i.e. BSE Limited ["BSE"] and National Stock Exchange of India Limited ["NSE"]) where the securities were proposed to be listed. We are pleased to announce that the Company received the in-principle approval from BSE and NSE on 20 June 2024. Furthermore, we have received clearance from SEBI to proceed with the IPO on 28^th June 2024. We are now preparing to list our Company on both the Exchanges on 9^th September 2024.

3. REVIEW OF OPERATIONS AND FUTURE PROSPECTS :

A. India Operations: (April 2023 to March 2024)

The company achieved a net turnover of Rs2025.46 million in the fiscal year 2023-24, compared to Rs1654.65 million in 2022-23, resulting a growth of 22.41%.

Our profit before exceptional items has grown significantly, reaching Rs275.88 million from Rs176.98 million, representing an increase of 55.88.%.

We incurred an extraordinary expense of Rs23.09 million, primarily due to the write-off of old carryforward items in Gala China.

Including the exceptional item, our profit after tax decreased significantly from Rs223.33 million to Rs242.12 million, representing a decrease of 7.89%.

Our Profit After Tax excluding Exceptional item increased significantly from Rs144.53 million to Rs243.02 million.

B. Chinas Operations:

The Holding Company has undergone a strategic transfer of its investments in subsidiary Gala Precision Components (Shanghai) Private Limited (Gala China) to its group company Gala Springs LLP at a nominal value of Rs. 10 lakhs. The holding company has invested in Gala Springs LLP for 92% stake at Rs. 24 Lakhs. Simultaneously, the company has taken proactive steps to transfer its China business to its distributor. Going forward, the company will sell products to the local distributor who will then sell to Chinese customers.

C. Capital Expenditure in existing & New Product Line & Automation:

The Capital expenditure incurred in last few years has resulted in capacity enhancement, better utilization of resources for new product development & regular operations. As a result, we could get faster customer approvals & ramping up of sales for these products in 2023-24. The Capital expenditure during the year 2023-24 though was controlled but expected to enhance existing capacities further.

Capex during 2023-24 including expenditure on construction of Building for upcoming plant at Vallam Vadaghal Site ,near Sriperumbuddur, at the outskirts of Chennai, amounting to Rs.54.2 Millions.

4. STATE OF COMPANYS AFFAIRS:

During the year:> The Company has executed the Purchase Agreement on May 12, 2023 for purchase of the electric energy produced from the construction, operation and maintenance of solar power generating from GSE Renewables India Private Limited for the Plot No. 295, Village Vadavli, Musarne Road, Post MET, Wada, Palghar, Maharashtra.

> Sale Agreement dated October 2, 2023 between our Company, Gala Precision Engineering Private Limited ("Seller") and Gala Finishing Solutions Private Limited ("Purchaser") for the sale of manufacturing of and activities relating to Surface Engineering Solutions ("SES"), including technical knowhow in relation to supplies to Public Sector Undertakings and Government Organizations, and intangible assets of mass finishing equipments and parts cleaning equipments against an aggregate consideration of Rs3.5 million plus applicable taxes.

> For the expansion of business opportunities and to enable the Company to raise fund from large pool of investors, the members of the Company in the extra-ordinary general meeting of the Company held on 3 October 2023 accorded its approval for conversion of the Company from private limited to public limited and consequential change in the name of the Company from "Gala Precision Engineering Private Limited" to "Gala Precision Engineering Limited"

5. CHANGE IN NATURE OF BUSINESS:

During the year, there has been no change in the nature of business of the Company.

6. DIVIDEND:

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the Company to evaluate various opportunities in the different vertical in which Company operates.

The Board of Directors consider this to be in the strategic interest of the Company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, Directors have not recommended any dividend for the financial year 2023-24.

The Company has in place a Dividend Distribution Policy duly adopted by the Board on November 30, 2023 in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the Companys website at https://www.galagroup.com/wp-content/uploads/2024/01/Dividend-Distribution-Policy.pdf

7. AMOUNT TRANSFERED TO RESERVES:

The Company has not transferred any amount out of the Current year profits to the General Reserve of the Company.

8. ANNUAL RETURN:

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, The Annual Return of the Company is available on the website of the Company at h ttps://www.gal ag rou p .com/investor-rel ations/

9. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 12 (Twelve) times in the financial year 2023-24 i.e. on the following dates:

Sr. No.	Date of the Board Meeting
1.	April 20, 2023
2.	June 12, 2023
3.	June 30, 2023
4.	August 17, 2023
5.	September 5, 2023
6.	September 27, 2023
7.	October 9, 2023
8.	November 2, 2023
9.	November 30, 2023
10.	December 26, 2023
11.	February 14, 2024

During the period, your Company has complied with the Secretarial Standards 1 related to Board Meetings and Secretarial Standards 2 related to General Meetings issued by the Institute of Company Secretaries of India respectively

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

10. DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Rajendra Vallabhaji Gogri (Din: 00061003), Director of the Company, retires by rotation at the forthcoming Sixteenth Annual General Meeting and being eligible has offered himself for re-appointment.

COMPOSITION OF BOARD OF DIRECTORS:

The composition of Board of Directors of the Company as on March 31,2024 is as follows:

Sr. No.	Name of the Director	DJN	Category	Period of Appointment
1.	Kirit Vishanji Gala	01540274	Chairman and Managing Director	Five years commencing from November 30, 2023 to November 29, 2028
2.	Balkishan Shyamsunder Jalan	02876873	Whole-time director( Executive)	Five years commencing from November 30, 2023 to November 29, 2028
3.	Satish Dayaldas Kotwani	03154231	Whole-time director( Marketing)	Five years commencing from November 30, 2023 to November 29, 2028
4.	Rajendra Vallabhaji Gogri	00061003	Non-Executive NonIndependent Director	Not applicable
5.	Snehal Bhupendra Shah	00128595	Non-Executive Independent Director	Three years commencing from November 30, 2023 to November 29, 2026
6.	Varsha Rajaram Galvankar	00124603	Non-Executive Independent Director	Two years commencing from November 30, 2023 to November 29, 2025
7.	Neha Rajen Gada	01642373	Non-Executive Independent Director	Three years commencing from November 30, 2023 to November 29, 2026
8.	Sudhir Tokarshi Gosar	10460551	Non-Executive Independent Director	Three years commencing from January 11, 2024 to January 10, 2027

The Company has received a Declaration in Form DIR-8 from all the Directors stating that they are not disqualified under section 164 of Companies Act, 2013. The Company has also received Form MBP-1 from all the Directors under Section 184 of the Companies Act, 2013.

CHANGES THAT TAKEN PLACE IN THE DIRECTOR AND KMP(S) DURING THE YEAR:

Sr. No.	Name of the Director/ KMP	Designation	Date of Appointment/ Change in Designation / Cessation	Appointment / Change in Designation / Cessation
1.	Pooja Ladha	Company Secretary & Compliance Officer#	October 9, 2023	Appointment
2.	Vishanji Harshi Gala	Director	November 30, 2023	Cessation
3.	Taramati Vishanji Gala	Director	November 30, 2023	Cessation
4.	Balkishan Shyamsunder Jalan	Whole-time director	November 30, 2023	Change in Designation
5.	Satish Dayaldas Kotwani	Whole-time director	November 30, 2023	Change in Designation
6.	Kirit Vishanji Gala	Chairman and Managing Director*	November 30, 2023	Change in Designation
7.	Giridhar Srinivasan	Chief Financial Officer	November 30, 2023	Appointment
8.	Varsha Rajaram Galvankar	Additional Director	November 30, 2023	Appointment
9.	Varsha Rajaram Galvankar	Director	January 15, 2024	Change Designation
10.	Neha Rajen Gada	Additional Director	November 30, 2023	Appointment
11.	Neha Rajen Gada	Director	January 15, 2024	Change Designation
12.	Snehal Bhupendra Shah	Additional Director	November 30, 2023	Appointment
13.	Snehal Bhupendra Shah	Director	January 15, 2024	Change Designation
14.	Sudhir Tokarshi Gosar	Additional Director	January 11,2024	Appointment
15.	Sudhir Tokarshi Gosar	Director	January 15, 2024	Change Designation

* Change in Designation to Chairman & Managing Director.

# Appointed as Compliance officer of the Company with effect from November 2, 2023.

KEY MANAGERIAL PERSONNEL (KMP):

The key managerial personnel(s) of the Company as on March 31,2024 is as follows:

Sr. No.	Name of the KMP	Designation
1.	Kirit Vishanji Gala	Managing Director
2.	Balkishan Shyamsunder Jalan	Whole-time director Executive
3.	Satish Dayaldas Kotwani	Whole-time director- Marketing
4.	Giridhar Srinivasan	Chief Financial Officer
5.	Pooja Ladha	Company Secretary & Compliance Officer

11. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and disclosing their interest in form MBP-1. All the Directors have certified that the disqualifications mentioned under sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Board of the Company has taken the disclosures on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and information obtained by them, your Directors make the following statement in terms of Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013 ("the Act"):

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis and,

e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

13. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186:

The Particulars of Loans, Guarantees and Investments made by the Company as at 31 March, 2024 covered under the provision of Section 186 of the Companies Act, 2013, if any, are given in the Notes forming part of the Financial Statements.

14. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188:

All related party transactions that were entered into during the year under report were on an arms length basis and in the ordinary course of business.

The Disclosures as required under Indian Accounting Standard - 24 (Ind AS-24) "Related Party Disclosures as notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note No. 32 forming part of the Standalone Financial Statements.

15. SHARES:

a) BUY BACK OF SECURITIES:

The Company has not Bought Back Shares during the year under review.

b) SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES:

During the financial year 2023-24, your Company has issued bonus shares in the proportion of 3 (Three) equity shares each for every 1 (One) existing fully paid-up equity share (i.e. 1:3) in the month of September, 2023. As a result of bonus issue, paid-up share capital of the Company has increased to Rs 10, 11,15,840 from Rs 2,52,78,960.

d) RECLASSIFICATION OF SHARES:

During the financial year 2023-24, your Company reclassified its existing Authorised Share Capital of the Company from ^18,00,00,000 divided into Rs11,00,00,000 comprising of 1,10,00,000 Equity shares of Rs10/- each and ^7,00,00,000 comprising of 70,00,000 Preference shares of Rs10 to ^18,00,00,000 divided into 1,80,00,000 Equity Shares of Rs10 each which was duly approved by members in the Annual General meeting of the Company held on September 5, 2023.

e) EMPLOYEES STOCK OPTION PLAN:

The Board of Directors at its meeting held on 24^th December, 2021 approved an Employee Stock Option Plan called as the ‘Gala Employees Stock Option Plan 2021 ("ESOP 2021"/ "Plan") and the shareholders of the Company approved the said Scheme at the Extra Ordinary General Meeting held on 14^th January 2022.

The details of the ESOP under Scheme as on March 31, 2024 is annexed as Annexure A to this Report and also disclosed in the accompanying financial statements.

f) DEMATERIALIZATION OF SHARES:

During the year, the Board has decided to dematerialize the equity shares of the Company which were in physical mode and accordingly started the process by which all the shareholders of the Company can hold the equity shares in demat mode. In that regard Board has appointed Central Depository Services (India) Limited ("CDSL") having its registered office at A Wing, 25^th Floor, Marathon Futurex, Mafatlal Mills Compounds, N M Joshi Marg, Lower Parel (E) Mumbai - 400013 and National Securities Depository Limited ("NSDL") having its registered office at 4^th Floor, ‘A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 as depositories and accordingly appointed as Link Intime India Private Limited having its registered office at C-101, 1^st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai, Maharashtra, India, 400083 as Registrar and Share Transfer Agents ("RTA"). Further the Equity shares of the Company were dematerialized and Company has obtained ISIN of its equity shares which is INEORE001014

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and to the date of Report .

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the period under review, our Company, Gala Precision Engineering Limited, has been involved in a significant civil litigation concerning a patent infringement suit filed by Nord-Lock AB and Nord- Lock (India) Private Limited before the Honble High Court of Delhi on December 14, 2023. The suit alleges infringement of patents related to Wedge-Lock technology washers used in our Gallock Washers products. The Plaintiffs seek a permanent injunction and Rs20.00 million in damages, with potential for increased claims based on our sales revenues from the infringing products. Gala Fasteners Private Limited has been removed from the suit. The matter is currently pending before the Honble High court."

18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place a "policy against Sexual Harassment" of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on March 31,2024 for redressed. Also the Internal Complaints Committee as required to be constituted by the Company has been duly constituted as per policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy

A. Energy Conservation measures taken:

Particulars	2023-24 (Amt in Million)	2022-23 (Amt in Million)
Power Consumption	55.16	49.00
Fuel & Diesel Consumption	4.35	4.48
Generator Hire Charges	0.07	NIL

Technology absorption A. Future plan of action:

1. Continuous New Product Development in Spring and fastening Solution.

2. To Continue Investment in Machineries for new product Lines in 2024-25

3. Hot forgings & Bolt developments.

B. Technology absorption, adaptation and innovation:

1. Efforts in brief, made:	Continuous technology development & improvement in the process to enhance fatigue life of springs.
2. Benefits derived as a result of above efforts:	Better springs with high performance/fatigue life. Several customer approvals received.
3. Technology imported	NIL

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the year 2023-24, the position is as under:

Particulars	2023-24 (Amt in Million)	2022-23 (Amt in Million
Income in foreign currency	720.67	593.74
Expenditure in foreign currency	9.39	12.52
Purchase in foreign currency	210	200.83

21. RISK MANAGEMENT POLICY:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The Company has in place a Risk Management Policy duly adopted by the Board on November, 30 2023 in accordance with Regulation 17(9)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulations and ("the Listing Regulations") and provisions of the Companies Act, 2013 ("the Act") the same is available on the Companys website at https://www.galagroup.com/wp-content/uploads/2024/01/Risk-Management-Policy-1.pdf

22. CORPORATE SOCIAL RESPONSIBILITY:

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules and other details are given in the CSR Report as Annexure B forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Companys website at https://www.galagroup.com/wp-content/uploads/2024/01/CSR- Policy-Gala.pdf. The CSR Policy lays down areas of activities, thrust areas, types of projects, programs, modes of undertaking projects/ programs, resources etc.

23. AUDITORS:

i. STATUTORY AUDITOR:

In line with the requirements of the Companies Act, 2013, Statutory Auditors, M M Nissim & Co LLP., Chartered Accountants (Firm Registration No. 107122W/W100672) were Re-appointed as Statutory Auditor of the Company on September 30, 2019 for a term of 5 years and to hold the office from the conclusion of that Annual General Meeting until the conclusion of the Annual General Meeting to be held for financial year 2023-24.

In terms of provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules 2014, their term of 5 (five) years concludes at the ensuing Annual General Meeting.

The Board at its meeting held on September 5, 2024 upon recommendation of Audit Committee has approved and recommended to the shareholders, appointment of M/s. SCA, Chartered Accountants (Firm Registration No. 101174W) as Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the ensuing 16^th Annual General Meeting (AGM) till the conclusion of 21^st AGM of the Company.

There are no qualifications, reservations or adverse remarks made by M/s. M M Nissim & Co LLP, in their report on Standalone and Consolidated Financial Statements and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

ii. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013, your Company had appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice having Certificate of Practice No. 4363 and Membership No. 5418 as its Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report is included as an separate annexure and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

iii. COST AUDITOR:

Pursuant to Section 148 and other applicable provision if any, of the Companies Act, 2013 along with Companies (Cost Records and Audit) Rules, 2015 and the Companies (Audit and Auditors) Rules, 2014, the Company needs to maintain Cost records for the financial year 2023-24. Hence, M/s. M/s. Shekhar Joshi & Co. (Membership Number-10700) is duly appointed to conduct audit of cost records maintained by the Company pertaining to Disc Springs parts & Assemblies, Coil & Spiral Spring & Special Fastening Solutions business for the financial year 2023-24 at a remuneration of Rs Rs. 75,000 (Rupees Seventy Five Thousand only) per annum plus Taxes and reimbursement of out of pocket expenses.

As required under the Companies Act, 2013, remuneration of Cost Auditors is required to be placed before the Members in the General Meeting for their approval. Your Directors propose ratification of remuneration of M/s. Shekhar Joshi & Co. (Membership Number-10700) is, for the financial year 2024-25.

iv. INTERNAL AUDITOR:

M/s. ASKA & Co, formerly known as Ambekar Shelar Karve & Ambardekar has been appointed as its Internal Auditor for conducting the internal audit functions of the Company and submitted their report thereon for the financial year 2024-2025 to the Board and committee for its review.

24. STATUTORY AUDITORS REPORT:

The Auditors Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, is "with an unmodified opinion", as given by the Statutory Auditors. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Statutory Auditors in their report for the year under review.

25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS MADE, IF ANY:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statement of the Company for the financial year ended 31 March 2024.

26. INTERNAL FINANCE CONTROL:

The Board has adopted the policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Further, the Board reviews the internal control systems at regular intervals internally, the adequacy of internal audit function and significant internal audit findings with the management and update the same to the Audit Committee for their review and for their recommendation to the Board.

27. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

A. SUBSIDIARY:

As on March 31,2024, the Company had 1 (One) subsidiary, the details of the Subsidiary is as follows:

Sr. No. Name of the LLP\Company

1. Gala Springs LLP

Further, the Company has 1 step down subsidiary as on the Financial Year end date i.e. March 31, 2024 which is Gala Precision Components (Sanghai ) Private Limited

B. ASSOCIATE AND JOINT VENTURE COMPANY:

As on March 31, 2024, there are no Associate Companies or Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013.

28. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY:

A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure C to this report.

29. CODE OF CONDUCT:

The Board of Director has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2023-24.

30. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the following Policies. The policies are available on Companys website - https://www.galagroup.com/investor-relations/

31. PUBLIC DEPOSITS:

During the year, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013. However the Company has accepted unsecured loans from its members and in compliance with Rule (2) (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year under review, the Company also accepted unsecured loans from the relative of the Directors in tranches for business purpose along with a declaration in writing from him/her to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others, details of same are given below:

(Amt in Million)

Sr. No. Name of the person	Relation with the Company	Opening as on April 1, 2023	Receive d during the year	Repaid during the year	Outstandin g as on March 31, 2024
1. Mr. Vishanji Gala	Director	0	3.65	3.65	0
2. Ms. Taramati Gala	Director	0	1.65	1.65	0
3. Mr. Kirit v. Gala	Managing Director	0	91.10	91.10	0
4. Ms. Rumie Gala	Relative of Directors	0	4.75	4.75	0
5. Kirit V. Gala (HUF)	Entity in which Director having substantial interest	0	0.90	0.90	0
6. Vishanji Gala (HUF)	Entity in which Director having substantially interest	0.33	0.25	0.58	0
7. Madhu Ashar	Member	2.7	35	37.70	0
8. Manisha Ashar	Member	8.39	0	8.39	0
9. Vasanji Mamania	Member	40	0	40	0
10. Kiran Chheda (HUF)	Member	6.9	0	6.9	0
11. Paresh Dhirajlal Gala	Member	2.5	0	2.5	0
12. Jayshri Sudhir Gosar	Member	3.5	0	3.5	0
13. Sudhir Tokarshi Gosar	Member	2.5	0	2.5	0
14. Rupa Mehta	Member	2.5	0	2.5	0
15. Alpa Kiran Chheda	Relative of Directors	9.20	0	9.20	0

32. PARTICULARS OF EMPLOYEES:

The disclosure required in terms of Section 197(12) of the Companies Act 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this Report.

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act and read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Whistle Blower Policy /Vigil Mechanism Policy ("Policy") to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. Functioning of the Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31,2024, the Company has not received any complaint under the Whistle Blower Policy of the Company.https://www.galagroup.com/wp- content/uploads/2024/01/Whistle-Blowing.pdf

34. MAINTAINANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained.

35. OTHER DISCLOSURES:-

No disclosures are required in respect of sub rule xi & xii of Rule 8(5) of The Companies (Accounts) Rules, 2014 read with Section 134(3)(q) as the same is not applicable to the Company during the financial year.

36. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Gala Precision Engineering Limited

Sd\-	Sd\-
Kirit V. Gala	Balkishan S. Jalan
Chairman & Managing Director	Whole-time Director
DIN:01540274	DIN: 02876873
Place: Thane
Date: September 5, 2024