Gala Precision Engineering Ltd Directors Report

Dear Shareholders of,

Gala Precision Engineering Limited ("the Company")

The Board of Directors of Gala Precision Engineering Limited (Gala or ‘Company) are pleased to present the 17^th

(Seventeenth) Annual Report along with financial statements of the Company for the financial year ended March 31 ^st, 2025. A summary of the Companys Audited Standalone and Consolidated Financial Statements is given below.

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:

(Amount in Millions)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations (Net)	2,378.35	1,999.11	2,378.35	2,025.46
Other income	43.70	22.90	43.70	18.32
Total revenue	2,422.05	2,022.01	2,422.05	2,043.78
Total expenses	2,089.91	1,733.98	2,088.23	1,767.90
Profit before exceptional items and tax	332.14	288.03	333.82	275.88
Add: Exceptional items	-	-37.78	-2.56	-23.09
Profit before tax	332.14	250.25	331.26	252.79
Les: Tax expenses
(a) Current tax	62.00	54.09	62.00	54.09
(b) Deferred tax charge	-3.65	-28.42	-3.65	-28.42
(c) Current tax adjustments of earlier years	4.75	7.19	4.75	7.19
Total tax expense	63.10	32.86	63.10	32.86
Non-controlling interest	-	-	-0.26	-3.40
Profit after taxes	269.04	217.40	268.42	223.33

2. Companys performance and outlook: Standalone:

The company achieved a net turnover of FY 2024-25 : 2,378.35 million; FY 2023-24 : 1,999.11 million, resulting a growth of 18.97%. Our profit before exceptional items has grown significantly, reaching 332.14 million from 288.03 million, representing an increase of 15.31.%.

The Company achieved Profit after tax (PAT) of 269.04 million in FY 2024-25, 217.40 million in FY 2023-24 representing an increase of 23.75%

Consolidated:

The company achieved a net turnover of FY 2024-25 : 2,378.35 million; FY 2023-24 : 2,025.46 million, resulting a growth of 17.42%. Our profit before exceptional items has grown significantly, reaching 333.82 million from 275.88 million, representing an increase of 21.00.%.

The Company achieved Profit after tax (PAT) of 268.42 million in FY 2024-25, 223.33 million in FY 2023-24 representing an increase of 20.19%.

3. INITIAL PUBLIC OFFER ("IPO") AND LISTING:

In September 2024, Gala Precision Engineering LimitedsuccessfullycompleteditsInitialPublicOffering(IPO) cum

Offer for Sale, which was met with an overwhelming response from investors. The Company extends its sincere gratitude to the Securities and Exchange Board of India (SEBI) and all other regulatory authorities for their invaluable support in this process. The management also thanks the investors for their trust and confidence. The equity shares of the Company were officially listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India

(NSE) on 9th September 2024.

4. STATE OF COMPANYS AFFAIRS:

Listing of Companys share at BSE / NSE with overwhelming response from Investors with an over subscription of 211 times.

During the year, the Company has Successfully set up a new plant facility at Chennai for SFS Unit at Vallam

Vadagal, Sipcot, Chennai.

No. of Professionals were recruited at middle & Senior level management.

5. CHANGE IN NATURE OF BUSINESS:

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

6. DIVIDEND:

In view of the Companys strategic focus on identifying, executing, and successfully implementing key business projects across its operating verticals, the Board of Directors has prioritized the conservation of funds to support these long-term initiatives. To ensure sustainable growth in assets and revenue, and to strengthen the Companys financial position for future opportunities, it is deemed prudent to retain earnings for reinvestment. Accordingly, the Directors have not recommended any dividend for the Financial Year 2024–25. This decision is aligned with the Companys commitment to enhancing long-term shareholder value through strategic expansion and sound financial management.

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 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 https://www.galagroup.com/ investor-relation/under the field "Shareholder Information".

9. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 8 (Eight) times in the Financial Year 2024-25 i.e. on the following dates:

Sr.	Date of the Board Meeting
1.	June 12, 2024
2.	July 8, 2024
3.	August 1, 2024
4.	August 23, 2024
5.	September 5, 2024
6.	September 28, 2024
7.	November 14, 2024
8.	February 12, 2025

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. Kirit Vishanji Gala (Din: 01540274), Director of the Company, retires by rotation at the forthcoming

Seventeenth 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, 2025 is as follows:

Sr. Name of the Director	DIN	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 Non- Independent 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 the Companies Act, 2013. The Company has also received Form MBP-1 from all the Directors under Section 184 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMP):

The key managerial personnel(s) of the Company as on March 31, 2025 is as follows:

Sr. 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

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 Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and disclosing their interest in form MBP-1.

Further, all Independent Directors of the Company have submitted declarations confirming that:

1. The disqualifications mentioned under sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them.

2. They have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as applicable.

3. They have registered themselves with Independent Directors Database of The Indian Institute of Corporate

Affairs (‘IICA) and have cleared the online proficiency test of IICA, as applicable.

4. They are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; and

The Board of the Company has taken the disclosures and declarations 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. FAMILIARISATION PROGRAMME:

In compliance with the requirements of Regulation 25(7) of the SEBI LODR Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the Familiarization Program imparted to Independent Directors are available on the Companys official website at https://www.galagroup.com/wp-content/uploads/2024/10/Familiarization-Programme-Policy.pdf

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, 2 (Two) separate meeting of Independent Directors was held on August 24, 2024 and March 24, 2025. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

14. 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, 2025, 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 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.

15. COMMITTEES OF THE BOARD

The Company has duly constituted the following statutory committees as per the provisions of the Act & SEBI LODR Regulations: y Audit Committee y Nomination and Remuneration Committee y Stakeholders Relationship Committee y Corporate Social Responsibility Committee y Executive Committee The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid committees are included in the Corporate Governance Report which forms part of this Report.

Audit Committee:

The composition of the Audit Committee is as under:

Sr. No. Name of the Members	Designation
1. Mr. Snehal Shah	Chairperson
2. Ms. Neha Gada	Member
3. Mr. Balkishan Jalan	Member

During the year, there were no instances when the recommendations of the Audit Committee were not accepted by the Board of Directors of the Company.

16. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation was carried out as under: Board of Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act read with the Rules made thereunder and SEBI LODR Regulations.

Independent Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board was also of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

Non-Independent Directors

The performance of each of the Non-Independent Directors (including the Executive Chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of

Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication etc. The Independent Directors and the Board were of the unanimous view that all the Non-Independent Directors were providing good business and people leadership.

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

The Particulars of Loans, Guarantees and Investments made by the Company if any as at 31^st March 2025 covered under the provision of Section 186 of the Companies Act, 2013 and are given in the Notes forming part of the

Financial Statements.

18. 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.

The Companys Policy on materiality of related party transactions and on dealing with related party transactions is available on the Companys website at https://www.galagroup.com/wp-content/uploads/2024/01/RPT-policy.pdf 19. SHARES CAPITAL AND CHANGES THEREIN:

The Authorised Share Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 1,80,00,000 (One Crore Eighty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

ISSUE UNDER INITIAL PUBLIC OFFER:

Subsequent to the completion of the Initial Public Offer ("IPO") including both Fresh issue and offer for sale, the paid-up Equity Share Capital of the Company increased from Rs. 1,01,11,584 to Rs. 1,26,70,000.

The above allotment was pursuant to issuance of 25,58,416 Equity Shares to respective bidders at an issue price of Rs. 529 per Equity Share, including a share premium of Rs. 519 per Equity Share through Initial Public Offer.

EMPLOYEE STOCK OPTION SCHEMES (ESOS): ESOP 2021

The Board of Directors of the Company at its meeting held on 24th 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 14th January 2022.

Further, the approval was granted to the Board or any other committee of the Board to create, offerand grant from time to time upto 50,000 (Fifty Thousand) Employees Stock Options ("ESOPs") to the eligible employees of the Company.

Further, the Company has issued bonus shares in the ratio of 3:1, thereby increasing the total pool to 2,00,000 shares, out of which 1,46,200 shares are available for vesting and exercise.

Accordingly, the Nomination, Remuneration Committee ("the NRC Committee") at its meeting held on March 10,

2025, allotted 27,800 equity shares of Rs. 10 each fully paid up and at an exercise price of Rs. 87.50/- (Rupees

Eighty-seven and Fifty Paisa Only) per share of your Company to option grantees upon exercise of stock options by them in terms of ESOP 2021.

ESOP 2024

The Board of Directors of the Company at its meeting held on 8th July, 2024 approved an Employee Stock Option

Plan called as the ‘Gala Precision Engineering Employees Stock Option Plan 2024 ("ESOP 2024"/ "Plan") and the shareholders of the Company approved the said Scheme at the Extra Ordinary General Meeting held on 6th August 2024.

Further, the approval was granted to the Board or any other committee of the Board to create, offer and grant from time to time upto 3,00,000 (Three Lakhs) Employees Stock Options ("ESOPs") to the eligible employees of the Company and as approved by the members.

There has been no allotment of ESOP shares from the entire pool of 3,00,000 ESOPs, as on March 31, 2025.

A certificate from the Secretarial Auditors on the implementation of your Companys ESOP will be available at the ensuing Annual General Meeting ("AGM") for inspection by the Members.

The details of the ESOPs under various scheme as on March 31, 2025 is annexed as Annexure A to this Report and also disclosed in the accompanying financial statements.

BUY BACK OF SECURITIES:

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

SWEAT EQUITY:

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

BONUS SHARES:

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

20. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF AUTHORITY:

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) as the Company has not declared any dividend in the past.

21. UTILISATION OF INITIAL PUBLIC OFFER ("IPO") PROCEEDS:

Your Company is utilising IPO proceeds as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations") during the period under review, there was no deviation

/ variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company has appointed Crisil Ratings Limited as Monitoring Agency in terms of Regulation 41(2) of the Securities and Exchange

Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and as amended from time to time, to monitor the utilisation of IPO proceeds. The Company has after placing before the Audit Committee and the Board, have made all the necessary compliances relating to submission of the statement(s) and report as required under Regulation 32 of the SEBI LODR Regulations to both the Stock Exchange(s) i.e. BSE Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

Further, the Company has obtained reports from the Monitoring Agency from time to time and uploaded the same on the website of the Company for all the applicable quarters at https://www.galagroup.com/investor-relation/ under the "Shareholders Information" tab.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE

COMPANY:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments 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.

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

During the period under review, there has been no significant and material orders passed by the regulators or courts on the Company. However, with respect to the patent infringement suit filed by Nord-Lock AB and Nord-Lock (India) Private Limited against the Company before the Honble High Court of Delhi, originally instituted on December 14, 2023. The matter continues to remain sub judice and is currently pending before the Honble High Court for further proceedings.

24. 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 and Regulation 19 of SEBI Listing Regulations, which includes: y Criteria for identification of persons for appointment as Directors and in senior management positions. y Criteria for determining qualifications, positive attributes, independence of a Director y Evaluation of performance y Board Diversity y Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration to other employees. y Policy Review The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Companys website at https://www.galagroup.com/wp-content/uploads/2024/01/NRC-Policy.pdf

25. 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 2024-25 and hence no complaint is outstanding as on March 31, 2025 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

The Policy is uploaded on the website of the Company at https://www.galagroup.com/wp-content/uploads/2024/01/

POSH-Policy.pdf

26. 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:

		Rs. In Million
Particulars	2024-25	2023-24
Power consumption	64.73	55.16
Fuel & Diesel consumption	3.96	4.35
Generator hire charges	0.17	0.07

B. Green Initiative and Energy Cost Optimization:

As part of the Companys ongoing commitment to environmental sustainability and operational cost efficiency, rooftop solar power plants have been installed at our wada plant under the OPEX model. The installed plant capacities are 1148 kWp respectively.

During FY 2024–25, the plant consumed a total of around 59.65 lakh units of electricity, of which around 9.09 lakh units were sourced from solar power, resulting in an overall solar utilization of approximately 15%.

This initiative led to an estimated cost saving of around 53 lakh during the year, based on the average landed cost of 10.84 per unit from the state electricity board.

This initiative forms a key component of our green energy roadmap and contributes significantly to our cost efficiency measures. The Company continues to

ESG (Environmental, Social, and Governance) objectives and long-term sustainability goals.

Technology absorption A. Future plan of action:

1. Continuous New Products & Market Development in Springs and fastening Solution.

2. To Continue Investment in Capacity Expansion & technology upgradation.

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:	Springs with high performance/fatigue life. Several customer approvals received.
3. Technology imported	NIL

C. Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the year 2024-25, the position is as under:

Particulars	2024-25	2023-24
	(Amt in Million)	(Amt in Million
Income in foreign currency	894.30	720.67
Expenditure in foreign currency	23.09	9.39
Purchase in foreign currency	187.01	210.00

27. CORPORATE SOCIAL RESPONSIBILITY:

The Company firmly believes that Corporate Social Responsibility (‘CSR) is more than an obligation and more than a duty, which helps to create positive impact on many lives. The Company persistently acts as a prudent corporate citizen and maintains harmonious relationship with the communities in which it operates to give back to the society. 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.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, AND CORPORATE GOVERNANCE REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Management Discussion and Analysis Report, and Corporate Governance Report along with the Certificate received from Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice and proprietor of M/s. D.M. Zaveri

& Co, confirming compliance with corporate governance requirements as per SEBI LODR Regulations are annexed as "Annexure C" and "Annexure D" respectively to this Report.

29. AUDITORS:

i. STATUTORY AUDITOR:

At the Sixteenth Annual General meeting held on September 30, 2024, the members of the Company approved the appointment of SCA & Associates, Chartered Accountants (Firm Registration No. 101174W), Chartered

Accountants, as the Statutory Auditors of your Company to hold the office from the conclusion of the Sixteenth

Annual General Meeting until the conclusion of the Twenty-First Annual General Meeting of the Company to be held in the year 2029.

There are no qualifications, reservations or adverse remarks made by SCA & Associates, 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(1) of the Companies Act 2013 read with Regulation 24A of SEBI LODR Regulations, your Company had appointed Mr. Dharmesh Zaveri, a Company Secretary in Whole-time Practice and proprietor of M/s. D.M. Zaveri & Co, 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 2024-25. The Company during the audit has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this report. The Secretarial

Audit Report does not contain any qualification, reservation or adverse remark or any sort of disclaimers.

Further, during the year under review, 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 2024-25. Hence, M/s. Shekhar Joshi & Co. (Membership

Number-10700) was 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 2024-25 at a remuneration of Rs. 75,000 (Rupees Seventy Five Thousand only) per annum plus Taxes and reimbursement of out of pocket expenses.

Further the company has made and maintained proper Cost Records as specified under Section 148 (1) of the Companies Act, 2013 for its business activities carried out during the year under review.

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) for the Financial Year 2025-26. iv. INTERNAL AUDITOR:

M/s. ASKA & Co, (Formerly known as Ambekar Shelar Karve & Ambardekar), Chartered Accountants, have 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.

No disqualifications, reservations, adverse remarks or disclaimers have been reported in the Auditors Reports, requiring any explanation or comments by the Board of Directors of the Company.

30. 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.

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

There are no qualifications, reservations, adverse remarks or disclaimers made by the Financial Statement of the Company for the financial year ended 31 March 2025.

32. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to Financial Statements.

It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Companys business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

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.

33. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES: A. SUBSIDIARY:

As on March 31, 2025, 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, 2025 which is Gala Precision Components (Shanghai) Private Limited, a foreign enterprise under Chinese Laws. B. ASSOCIATE AND JOINT VENTURE COMPANY:

As on March 31, 2025, there are no Associate Companies or Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013.

34. 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 subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure F to this report.

35. 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 their adherence to the provisions of the Code of Conduct during the financial year 2024-25.

36. 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 at https://www.galagroup.com/investor-relations/

37. 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.

38. 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 E and forms part of this Report.

39. 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, 2025, 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

40. 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.

41. 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.

42. ACKNOWLEDGEMENTS:

The Board places on record its sincere appreciation and gratitude to the esteemed investors, various Central and State Government departments, organizations, and agencies for their continued support and cooperation extended to the Company.

The Board also extends heartfelt thanks to our valued customers, members, dealers, vendors, banks, and all other business partners for their unwavering trust and excellent support.

The Board is especially grateful for the overwhelming response and interest shown by all stakeholders in the Companys successful Initial Public Offering (IPO). This milestone could not have been achieved without their confidence and active participation, which has laid a strong foundation for the Companys future growth.

	For and on behalf of the Board
	Gala Precision Engineering Limited
	Sd/-	Sd/-
	Kirit V. Gala	Balkishan S. Jalan
Place : Thane	Chairman & Managing Director	Whole-time Director
Date : May 27, 2025	DIN: 01540274	DIN: 02876873