Gallard Steel Ltd Directors Report

To

The Members of, Gallard Steel Limited Indore (M.P.)

Your Directors have pleasure in presenting their 11th Annual Report on business and operations along with the Audited Standalone and Consolidated Financial Statement for the Financial Year ended March 31, 2026.

Financial Results:

Financial performance of the Company is summarized in the table below: -

(Rs. In Lakhs Except EPS)

Particulars	Standalone		Consolidated
	Year ended on		Year ended on
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operation	5747.22	4260.71	6804.49	5331.80
Other Income	75.23	12.58	175.43	18.74
Total Income	5822.45	4273.29	6979.92	5350.54
Pro t/loss before Depreciation, Finance	1176.18	895.38	1699.20	1265.91
Costs, Exceptional items and Tax
Expense
Less: Depreciation	189.18	124.86	330.10	262.10
Less: Finance Costs	100.48	114.01	150.01	163.57
Pro t /loss before Exceptional items and	886.52	656.51	1219.09	840.24
Tax Expense
Add/(less): Exceptional items	0.00	0.00	0.00	1.86
Pro t /loss before Tax Expense	886.52	656.51	1219.09	842.10
Less: Tax Expenses	212.53	183.98	308.61	235.43
Pro t /Loss for the Year	673.99	472.53	910.48	606.67
Earnings per Share (Basic and Diluted)	8.58	6.75	11.59	8.67

Review of Operations /State of Affairs:

Your company is engaged in the manufacture and supply of engineering castings, machined components and assemblies, with a signi cant focus on railway traction, rolling stock, defence and industrial applications. During the year, the Company continued to deepen its manufacturing capabilities across foundry products and Procured New heat treatment Furnaces, Melting Furnaces, Precision machining facilities, inspection, and other destructive and non-destructive facilities.

The Company has obtained Letter of Intent from M.P. Industrial Development Corporation Ltd. approximately 3.07 hectares of green eld industrial land situated at Sector 7, Pithampur, District Dhar (M.P.), as part of its long-term capacity expansion and vertical Integration from components business to Product strategy.

Management Discussion and Analysis is enclosed is enclosed separately.

Dividend:

With a view of expanding the business activities, and requirement of long tem nancial resources your directors do not recommend any dividend for the year. (Previous Year: Nil)

Transfer to Reserves:

During the year, the company has not transferred any amount to the General Reserve or any other reserve. However, the company has transferred Rs. 3004.10 Lakhs (after adjusting the Issue related expenses) to the Security Premium Account. (Previous Year: Nil)

Share Capital:

The paid-up Equity Share Capital of the Company as of 31st March, 2026 was Rs.950.00 Lakhs divided into 95.00 Lakhs equity shares of Rs.10/- each.

Initial Public Offer of Equity Shares:

During the nancial year under review, the Company successfully completed its Initial Public Offer ("IPO") and its Equity Shares and were also listed on the BSE SME Platform of BSE Limited on 26th November, 2025. The IPO marked an important milestone in the growth and development of the Company and enhanced its visibility and access to the capital market.

Pursuant to the IPO, the Company issued and allotted 25,00,000 Equity Shares of face value of 10/- each at an issue price of 150/- per Equity Share, comprising a face value of 10/- and a securities premium of 140/- per Equity Share. Accordingly, the total issue size amounted to 3750.00 Lakhs, comprising 250.00 Lakhs towards equity share capital and

3500.00 Lakhs towards securities premium, before adjustment of applicable issue expenses.

The IPO was undertaken in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India (SEBI) and the requirements of BSE Ltd.

The Equity Shares issued pursuant to the IPO were allotted to the successful applicants in accordance with the basis of allotment approved by the BSE Limited and other applicable authorities. Following the completion of the IPO and ful lment of the applicable listing requirements, the Equity Shares of the Company were admitted for trading on the BSE SME Platform w.e.f. 26th November, 2025.

The proceeds raised through the IPO are proposed to be utilised towards the objects speci ed in the Prospectus/Offer Document, including the stated capital expenditure, Repayment of existing Loans and general corporate purposes and other objects, as applicable. The utilisation of the IPO proceeds till 31st March, 2026 is already disclosed in the Financial Results submitted to the BSE Ltd. which is in accordance with the applicable regulatory requirements.

The Company has complied with the applicable statutory and regulatory requirements in connection with the IPO, allotment and listing of its Equity Shares.

The Board of directors places on record its appreciation to the shareholders, investors, Lead Manager, Registrar to the Issue, Stock Exchange, bankers, legal and other professional advisors and all other stakeholders for their support and contribution towards the successful completion of the IPO and listing process.

The Board is con dent that the listing of the Companys Equity Shares on the BSE SME Platform will provide the Company with enhanced visibility, greater access to capital and a broader investor base, thereby supporting its future growth and expansion plans.

Issue of Equity Shares with Differential Rights

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

Issue of Employee Stock Options

During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 129(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

Issue of Sweat Equity Shares

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

Purchase of its Own Securities (Buyback) by the Company

During the year, the company has not purchased (buyback) its own securities pursuant to Section 68 of the Companies Act,

2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

Listing with Stock Exchange:

During the period under review, the Companys entire equity shares were listed on the BSE SME Platform of the BSE Limited on 26th November, 2025. It has paid the Annual Listing Fees for the year 2026-27 to BSE Limited. The Companys shares are frequently traded at the our of BSE SME.

Change in Control and Nature of Business:

There is no change in control and nature of business activities during the period under review.

Business Transfer:

There is no transfer of business during the period under review.

Directors & Key Managerial Personnel:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnels as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnels during the year under review. As on 31st March, 2026, the company is having following KMPs:-

1) Shri Zakiuddin Sujauddin (DIN: 03482802) - Managing Director

2) Shri Hakimuddin Ghantawala (DIN: 07695718) - Whole-time Director & CFO

3) Ms. Pallavi Parihar - Company Secretary & Compliance Of cer

After closure of the nancial year, following changes has been made in the KMPs of the company:

1) Resignation of Ms. Pallavi Parihar as the Company Secretary and Compliance Of cer of the company w.e.f. 30/06/2026;

2) Appointment of Ms.Trapti Jain as the Company Secretary and Compliance Of cer of the company w.e.f. 01/07/2026.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 con rming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors ful ll the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the

pro ciency) of the independent directors appointed during the year

During the period under review, the company has not appointed any Independent Director in the Board of the company and all the existing Independent Director of the company carry integrity, expertise and experience as well as they are registered themselves on independent directors portal maintained by IICA.

Directors liable to retire by rotation and seeking re-appointment:

Shri Hakimuddin Ghantawala (DIN: 07695718) Whole-time Director & CFO is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in Item No. 2 of the Notice of the 11th Annual General Meeting. Your Board recommends to pass necessary resolutions.

Changes in Director after closure of the Financial Year and Directors seeking con rmation of their appointment in

the ensuing Annual General Meeting:

After closure of the Financial Year, Shri Praveen Sinha (DIN: 11092375) and Shri Habib Khandwala (DIN: 11697079) was appointed as the Additional Directors under the category of Non-Executive Independent Director of the company w.e.f. 8th September, 2026 for a term of 5 (Five) consecutive years as a Independent Director not liable to retire by rotation. Your Board of Directors are proposing their con rmation as normal Directors under the Category of Non-Executive Independent Directors of the company in the ensuing 11th Annual General Meeting and the details of their con rmation is provided in Item No. 4 & 5 of the Notice of Annual General Meeting respectively;

Board Meetings And The Board:

A. Number of meetings of the Board:

Total Fourteen (14) meetings of the Board were held during the nancial year 2025-26. Details of the Board Meeting and the director who attended the meeting are as under:-

Date of Meeting	Zakiuddin Sujauddin	Hakimudin Ghantawala	Zahabiya Kalabhai	Ashish Sanjay Agarwal	Bhavesh Kishore Waghani
	Managing Director	Whole-time Director	Non-Executive Women Director	Independent Director	Independent Director
05/06/2025	Yes	Yes	Yes	Yes	Yes
18/06/2025	Yes	Yes	Yes	Yes	Yes
07/07/2025	Yes	Yes	Yes	Yes	Yes
14/07/2025	Yes	Yes	Yes	Yes	Yes
04/09/2025	Yes	Yes	Yes	Yes	Yes
03/10/2025	Yes	Yes	Yes	Yes	Yes
08/11/2025	Yes	Yes	Yes	Yes	Yes
12/11/2025	Yes	Yes	Yes	Yes	Yes
18/11/2025	Yes	Yes	Yes	Yes	Yes
24/11/2025	Yes	Yes	Yes	Yes	Yes
24/11/2025	Yes	Yes	Yes	Yes	Yes
27/01/2026	Yes	Yes	Yes	Yes	Yes
19/02/2026	Yes	Yes	Yes	Yes	Yes
20/03/2026	Yes	Yes	Yes	Yes	Yes

B. Policy on Directors appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are quali ed to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013. Policy of the Company has been given at the website of the Company at Link: https://www.gallardsteel.com/ipo.html.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The formal evaluation of the performance of individual directors was made by independent directors in their meeting and report on performance evaluation was placed before the Board of Directors for consideration.

The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board & Nomination & Remuneration Committee and feedback was given to Directors.

Committees of the Board:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Three (3) committees as on 31.03.2026:

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

Committee Meetings:

A. Audit Committee

As on 31st March, 2026, the Audit Committee, is having 3 (Three) Members comprising of majority of Independent Director of the company. The terms of reference of the Audit Committee are in conformity with the provisions of section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, 3 (Three) Audit Committee was held which was attended by all the Audit Committee members. Details of the same are as follows:-

Date of Meeting	Shri Ashish Sanjay Agarwal	Shri Bhavesh Kishore Waghani	Smt. Zahabiya Kalabhai
	Chairman and Independent Director	Member and Independent Director	Member and Non- Executive Director
05/06/2025	Yes	Yes	Yes
04/09/2025	Yes	Yes	Yes
27/01/2026	Yes	Yes	Yes

B. Nomination and Remuneration Committee

As on 31st March, 2026, the Nomination and Remuneration Committee, is having 3 (Three) Non-Executive Members comprising of majority of Independent Director of the company. The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of section 178 of the Companies Act, 2013 and the Rules made thereunder. During the year under review, 1 (One) Nomination and Remuneration Committee was held which was attended by all the Committee members. Details of the same are as follows:-

Date of Meeting	Shri Ashish Sanjay Agarwal	Shri Bhavesh Kishore Waghani	Smt. Zahabiya Kalabhai
	Chairman and Independent Director	Member and Independent Director	Member and Non- Executive Director
04/09/2025	Yes	Yes	Yes

C. Stakeholders Relationship Committee

As on 31st March, 2026, the Stakeholders Relationship Committee, is having 3 (Three) Members. The terms of reference of the Stakeholders Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, 1 (One) Stakeholders Relationship Committee was held which was attended by all the Committee members. Details of the same are as follows:-

Date of Meeting	Shri Bhavesh Kishore Waghani	Shri Ashish Sanjay Agarwal	Shri Zakiuddin Sujauddin
	Chairman and Independent Director	Member and Independent Director	Member and Managing Director
04/09/2025	Yes	Yes	Yes

Directors Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) Appropriate Accounting Policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs of the company as at March 31, 2026 and of the pro t of the company for the year ended on that date;

c) Proper and suf cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual nancial statements have been prepared on a going concern basis;

e) Proper internal nancial controls were in place and the nancial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Auditors And Their Report:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s S. N. Gadiya & Co., Chartered Accountants (FRN: 002052C), was appointed as the statutory auditors of the Company to hold of ce for the rst term of 5 years commencing from conclusion of the 9th Annual General Meeting till conclusion of the 14th Annual General Meeting of the Company to be held in the calendar year 2029. M/s S.N. Gadiya & Co., Chartered Accountants (FRN: 002052C) has resigned from the Of ce of Auditors due to inability to arrive at mutually acceptable terms relating to the professional fee and scope of services, the auditor has expressed his inability to continue the engagement due to which Casual Vacancy has occurred.

The Auditors Report and the Notes on nancial statement for the year 2025-26 referred to in the Auditors Report are self-explanatory and do not contain any quali cation, reservation or adverse remark, therefore, do not call for any further comments.

Due to the resignation tendered by the existing auditors and accepted by the Company. There is a casual vacancy and the Audit Committee has recommendation to the Board of Directors for appointment of M/s Anil Kamal Garg & Co., Chartered Accountants (FRN: 004186C) as the Statutory Auditor of the company to ll the casual vacancy at their meeting held on 8th September, 2026 and they will continue to be Statutory Auditors of the company till the conclusion of the ensuing Annual General Meeting of the company.

M/s Anil Kamal Garg & Co., Chartered Accountants (FRN: 004186C) is having valid Peer Review Certi cate and they have also provided their Eligibility and Consent Letter for their appointment as the Statutory Auditor of the company.

Your Board has proposed their appointment as the Statutory Auditor of the company for a Term of 5 (Five) consecutive years in the ensuing 11th Annual General Meeting scheduled to be held on 30th September, 2026 till the conclusion of 16th Annual General Meeting to be held in the Calander year 2031. Details of their appointment is provided in the Notice of Annual General Meeting.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended from time to time, the provisions regarding Cost Audit are not applicable to the Company during the year 2025-26.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors have appointed M/s Ishan Jain & Co., Company Secretaries (F.R. No. S2021MP802300) FCS 9978 and CP 13032 to undertake the Secretarial Audit of the Company for the nancial year 2025-26.

The Report of the Secretarial Audit for the year 2025-26 in Form MR-3 is annexed herewith as "Annexure-1". The Secretarial Auditors Report for the year 2025-26 do not contain any quali cation, reservation or adverse remark.

Fraud Reporting

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2025-26. Further that, there were no instances of fraud, other than those which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.

Transactions with Related Parties:

All the contracts or arrangements that were entered with the related parties are in ordinary course of business and on arms length basis, which were approved by the Audit Committee and the Board from time to time.

There are certain transactions which are material in nature and are in the ordinary course of business with its Wholly-owned Subsidiary Company and the required disclosure in the prescribed Form AOC-2 is attached as Annexure-2 of this Report.

The related party transactions as covered under Accounting Standards have been disclosed in the nancial statements for the year under review.

Signi cant and Material Orders Passed by the Regulators or Courts:

There was no signi cant material orders passed by the Regulators/Courts of law which would have impact on the going concern status of the Company and its future operations. However, the company has led a suo motto Compounding Application under section 441 of the Companies Act, 2013 before the Honble National Company Law Tribunal, Indore Bench for compounding of violation u/s 185 of the Companies Act, 2013 which is in process for adjudication, The nal compounding order may have an impact on the nancial position of the company to the extent of compounding fees as may be imposed by the Honble Tribunal.

Consolidated Financial Statements:

The Company has a subsidiary company namely Gallard Steel Europe B.V. for the nancial year 2025-26.

However, your company is having 1 (one) Wholly owned Subsidiary company i.e. Sleeploop India Private Limited from starting till the conclusion of the Financial Year 2025-26. Company has prepared the consolidated nancial statement and the same has been placed before the members for their approval under section 136 of the Companies Act, 2013.

Performance of Subsidiaries, Associate Companies and Joint Ventures:

The company does not have any Joint Venture or Associate Concern. However, your company is having 1 (One) Wholly Owned Subsidiary company i.e. Sleeploop India Private Limited and 1 (One) Subsidiary i.e. Gallard Steel Europe B.V. and the performance of the same can be reviewed in Form AOC-1 attached as Annexure-3 of this Report.

Public Deposits:

Your Company has not accepted deposits from the public, falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2026.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted during the year	Nil
2	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3	Default in repayment of deposits	N.A.
	At the beginning of the year
	Maximum during the year
	At the end of the year
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

The company has accepted Unsecured Loan from its Directors which are in accordance with the provisions of the Companies (Acceptance of Deposit) Rules, 2014 and the Directors has also provided their declaration as required under the Companies (Acceptance of Deposit) Rules, 2014. Details of the Unsecured Loan accepted by the company are as follows:-

(Rs. In Lakhs)

S. No.	Name of Directors	Designation	Opening Balance as on 01/04/2025	Net Transactions	Closing Balance as on 31/03/2026
1.	Shri Zakiuddin Sujauddin	Managing Director	56.97	(6.00)	50.97
2.	Shri Hakimuddin Ghantawala	Whole -time Director	0.00	38.00	38.00
3.	Smt. Zahabia Kalabhai	Women Director	156.78	(113.09)	43.69

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the rules made thereunder.

Adequacy of Internal Financial Controls with Reference to the Financial Results:

The Board of directors has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and ef cient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable nancial information. In line with best practices, the Audit Committee reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identi ed as a result of the reviews, new procedures are put in place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no signi cant changes in the Companys internal nancial controls during the year that have materially affected or are reasonably likely to materially affect its internal nancial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Material Changes and Commitments Affecting the Financial Position of the Company:

There are no material changes and commitments affecting the nancial position of the Company during the Financial Year to which these nancial statements relate and the date of report.

Particulars of Loans, Guarantees and Investments:

The Company has not provided any loans and/or pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in the equity share capital of Sleeploop India Private Limited Wholly owned Subsidiary and provided corporate guarantee to the Wholly owned Subsidiary of the company. Details of the existing investment are provided in the Financial Statement and hence, not reproduced here.

Web Address for placing Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in Form MGT-7 for the year ended 31st March, 2026 is hosted on link https://www.gallardsteel.com/ipo.html which shall be led with the Registrar of Companies after Annual General Meeting to be held on 30th September, 2026.

Corporate Social Responsibility (CSR):

In view of the pro t of Gallard Steel Ltd. during immediately preceding three nancial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2025-26 as per provisions of section 135 of the Companies Act, 2013 and the rules made there under.

The Company was required to spend Rs.7.64 Lakhs based on the average qualifying net pro ts of the last three nancial years on CSR activities on projects for FY 2025-26. During the year under review, the Company has not spent any amount and Rs.7.64 Lakhs has been transferred to Separate Bank Account within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in "Annexure 4" attached to this Report. The CSR Policy may be accessed on the Companys website at the link https://www.gallardsteel.com/ipo.html.

The Company is not required to have CSR Committee as such, the Board is responsible for implementing the CSR activities.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.gallardsteel.com.

Corporate Governance:

The entire equity share capital of your company is listed on SME Platform of BSE Limited, the company is exempted from compliance with Corporate Governance requirements and accordingly the reporting requirements like Corporate Governance are not applicable to the company.

Energy Conservation, Technology Absorption and 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, is annexed herewith as "Annexure-5".

Internal Committee on Prevention of Sexual Harassment:

The Company has framed ‘Anti Sexual Harassment Policy at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The details relating to the number of complaints received and disposed of during the nancial year 2025-26 are as under:

Category	No. of complaints pending at the beginning of F.Y. 2025-26	No. of complaints led during the F.Y. 2025-26	No. of complaints pending as at the end of F.Y. 202 5-26	No. of complaints pending over 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

Compliance of The Provisions Relating to the Maternity Bene t Act 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity bene t.

The Company af rms that it adheres to the provisions of the Maternity Bene t Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity bene ts, including maternity leave, bene ts during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

Risk Management:

The Company has a well-de ned process to ensure the risks are identi ed and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identi ed on a timely basis and reasonably addressed. The Audit Committee oversees nancial risks and controls. Major risks are identi ed by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis. The company is not required to have any risk management committee.

Vigil Mechanism/ Whistle Blower Policy:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any nancial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the link: (https://www.gallardsteel.com/ipo.html) and the same is being attached with this Report as "Annexure-6".

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated of cer under the Vigil Mechanism.

Particulars of Employees:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies

(Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

S. No	Name	Designation	Remuneration for the year 2025-26 (Rs.)	Remuneration for the year 2024-25 (Rs.)	Increase in Remuneration (Rs.)	Percentage of Increase in Remunerat ion	Ratio Between Directors Remuneration and Median Employee Remuneration
1	Zakiuddin Sujauddin	Managing Director	12,00,000	12,00,000	0	0	6.66:1
2	Hakimuddin Ghantawala	Whole-time Director & CFO	24,00,000	15,00,000	9,00,000	60	13.33:1
3	Zahabia Kalabhai	Director	6,00,000	6,00,000	0	0	3.33:1
4	Ashish Sanjay Agarwal	ID	0.0	0	0	0	0
5	Bhavesh Kishor Waghani	ID	0.0	0	0	0	0
6	Pallavi Parihar	CS	1,95,000	1,50,000	45,000	30	NA

A. Ratio of the remuneration of each director to the median employees remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel: B. The percentage increase in the Median remuneration of employees in the nancial year: 12.5%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2026: 79.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last nancial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on the Remuneration Policy of the Company, average salary of the employees increased at the rate of 12.5% and average managerial remuneration increased at the rate of 20%. This is based on the Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and ensures that external market competitiveness and internal relativities are taken care of.

E. Af rmation that the remuneration is as per the Remuneration Policy of the Company:

The Company af rms that remuneration is as per the remuneration policy of the Company.

F. Name of the Top 10 employees in terms of remuneration drawn in the nancial year 2025-26:

A statement of Top 10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as "Annexure-7".

G. Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs. 8.5 Lakhs p.m.:

. i. During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 Lakhs per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information available to disclose. ii. There are 1 (One) employees who are drawing remuneration in excess of the remuneration of Managing Director of the company and hold more than 2% of the shareholding alongwith their spouse is as follows:-

Particulars	Shri Kaid Johar Kalabhai
Designation	Chief Operating Of cer
Remuneration Received	Rs. 24,00,000/-
Nature of Employment	Permanent
Quali cation and Experience	Company Secretary and having experience of more than 15 years
Date of Commencement of Employment	09-04-15
Age	42 years
Last Employment held by such employee before joining the company	Prestige Foods Ltd.
% of Equity Shares held by employee alongwith their spouse and dependent children	22.53
Relationship with Directors	Spouse of Mrs. Zahabia Kalabhai, Director

Provision of voting by electronic means:

Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Annual General Meeting.

Case Filed by the Company Under Ibc, 2016:

There is no case led by the Company or against the Company under Insolvency and Bankruptcy Code, 2016.

Structured Digital Database ("SDD")

Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations). The Company Have Installed SDD Services. The Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.

Sebi Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint. The summary of investor complaints received during the period is as follows:-

Investor complaint outstanding at the beginning of the year	Total Complaints Received during the year	Total Complaints disposed- the year	Investor complaint outstanding at the end of the year
0	2	2	0

The Company has received 2 (Two) complaint which was disposed during the year through the SCORES portal during

Management Discussion And Analysis:

A detailed report on Management Discussion and Analysis is provided as a separate section in the Annual Report.

General:

Your directors state that during the year under review: a. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review. b. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary. c. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013. d. Your Company has not declared nor approved any Corporate Action viz buy-back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has issued 25,00,000 equity shares in IPO during the period under review in compliance with the applicable laws of the Companies Act, 2013 related to Corporate Action; e. There were no revisions in the Financial Statement and Boards Report. f. The company has not issued any dividends from the date of incorporation till date therefore, the requirement Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

Acknowledgement:

Your directors place on records their appreciation of the continued support extended during the year by the companys customers, business associates, suppliers, bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support. Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

	For and on the behalf of the Board
	GALLARD STEELLIMITED
Place: Indore
Date: 8th Sept., 2026
	ZAKIUDDIN SUJAUDDIN	HAKIMUDDIN GHANTAWALA
	Managing Director	Whole-time Director & CFO
	DIN: 03482802	DIN: 07695718