Gallops Enterprise Ltd Directors Report

Particulars of Loan, Guarantees and Investment:

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the companies Act, 2013 are given in the notes to the financial statements.

Related Party Transactions:

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: No major steps have been taken by the Company. However, the Company

continues its endeavor to improve energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: The Company has not installed any alternate source of

energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

i. ) The effort made towards technology absorption: Nil

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: Nil

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: NIL

b. The year of import: NA

c. Whether the technology has been fully absorbed: NA

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NA

The expenditure incurred on Research and Development: Nil

Further during the year under review, details of foreign exchange earnings and outgo are as given below:

Material changes and commitments affecting the financial position of the company:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of financial year and date of report except the Registered office of the Company had been changed from the location 9th Floor, Astron Tech Park, Near Satellite Police Station, Satellite, Ahmedabad,- 380015, Gujarat India to 101 to 108, Palakprime, Opp. Double Tree Hilton Hotel, Ambli, Road, Ahmedabad,380058, Gujarat India with effect from March 09, 2026 .

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, none of the companies has become or ceased to be a Companys subsidiaries, joint ventures or associate companies.

Board of Directors and Key Managerial Personnel Constitution of Board

During the year under review, the Board of Directors of the Company consists of Five (5) Directors; One (1) of whom is Managing Director, one (1) is Promoter - Executive Director, one (1) is Promoter - Non- Executive Director and two (2) are Non-Executive Independent Directors.

Composition of board:

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

*Mr. Bhanubhai Ambalal Patel, (DIN 03152871), had resigned from the post of Non-executive Independent Director of the Company with effect from March 31, 2026 due to completion of second tenure of Five Years.

**As on date of this Report, Mr. Riken Bhanuprasad Patel, had been Appointed as Additional Non- Executive Independent Director of the w.e.f May 13, 2026.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Balram Padhiyar (DIN: 01812132) Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommend his re-appointment as such on the Board.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Key Managerial Personnel:

During the financial year 2025-26, the Company has Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) as Managing Director of the Company, Mr. Nitin Govindbhai Solanki resigned from the post of Chief Financial Officer (CFO) with effect from October 07, 2025, and Mr. Nileshkumar M. Prajapati was appointed as Chief Financial Officer of the Company with effect from the October 07, 2025. Subsequently, Mr. Nileshkumar M. Prajapati has resigned from the post of Chief Financial Officer with effect from February 18, 2026 and after the close of financial year Mr. Hemant Vijaykumar Bhatkar was appointed as the Chief Financial Officer of the Company with effect from May 13, 2026. Ms. Payal Ravi Banwari was as Company Secretary & Compliance officer of the company during the period under review..

Further, Ms. Payal Ravi Banwari Company Secretary & Compliance officer of the company had resigned from her post w.e.f. 30 June 2026.

As on date of this report, the Company has Mr. Balram Bharatbhai Padhiyar as a Managing Director, and Mr. Hemant Vijaykumar Bhatkar as Chief Financial Officer; acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Independent Director:

During the Financial Year and in terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

During the Period under review, Mr. Bhanubhai Ambalal Patel, (DIN 03152871), had resigned from the post of Non-executive Independent Director of the Company with effect from March 31, 2026 due to completion of second tenure of Five Years.

The Board of Directors had appointed Mr. Riken Bhanuprasad Patel (DIN: 00557679) was appointed as an Additional (Non- Executive Independent) Director of the Company with effect from May 13, 2026. Further the Board recommends the regularization of the Mr. Riken Bhanuprasad Patel at the ensuing Annual General Meeting ("AGM"), considering his qualifications, expertise, experience and valuable contribution to the deliberations and functioning of the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the persons seeking appointment as Independent Director is annexed to the Notice convening the 32^nd annual general meeting.

No. of Board Meetings:

During the financial year 2025-26, 6 (Six) Board meetings were held on 16/05/2025, 12/08/2025, 07/10/2025, 11/11/2025, 13/02/2026 and 09/03/ 2026, respectively. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to

the provisions of the Act.

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non- independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Policy on directors appointment and remuneration and other details:

B. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, (2) Two meetings were held on 12/08/2025 and 07/10/2025 inter alia, to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

*Mr. Bhanubhai Ambalal Patel, (DIN 03152871), had resigned from the post of Non-executive Independent Director of the Company with effect from March 31, 2026 due to completion of second tenure of Five Years.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

- The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

- A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

- In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Companys remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-avis the Company. The Companys philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company.

C. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met 1 (One) time in 2025-26 on 12-08-2025.

The composition of the Committee and the details of meetings attended by its members are given below:

*Mr. Bhanubhai Ambalal Patel, (DIN 03152871), had resigned from the post of Non-executive Independent Director of the Company with effect from March 31, 2026 due to completion of second tenure of Five Years.

Directors Responsibility Statement:

In accordance with the provisions of Section 134 (3)(c) read with section 134 (5) of the Companies Act, 2013, the Board of Directors states:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) they have 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 year.

c) they have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

Particulars of Employees:

The Company has not employed any employee except the Chief Financial Officer and Company Secretary during the year under review. Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

Receipt of Commission/Remuneration:

The Directors of the Company have not received any Remuneration/Commission from the company during the financial year 2025-26.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

The Company has not received any significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in Future.

Internal financial control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors with adequate experience and expertise in internal controls, operating system and procedures. The Internal Auditor reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal auditor, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Maintenance of cost records:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

To foster a positive workplace environment, free from harassment of any nature, we have adopted policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further details are as follow:

Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

Risk Management:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

Corporate Social Responsibility:

Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the company for the financial year 2025-26.

Corporate Governance:

The Company has been pro-active in following the principles and practices of good Corporate Governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore provision relating to Corporate Governance is not applicable to the company, and therefore, Corporate Governance report is not forming part of the Annual Report. Although few points of the information are provided in this report of Directors under relevant heading. The Company has complied with applicable provisions of Corporate Governance of the Companies Act, 2013.

Details of the Designated Officer:

Ms. Payal Ravi Banwari, served as the Company Secretary & Compliance officer of the Company w.e.f. December 24, 2024 and acted as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014. After the close of Financial Year, she tendered her resignation effective from June 30, 2026. As on date of this, Mr. Balram Bharatbhai Padhiyar, Managing Director of the Company is been acting as an Designated Officer in the absence of Company Secretary of the Company w.e.f June 30, 2026.

Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Management Discussion & Analysis:

Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e), of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, read with Schedule-V is presented in a separate section forming part of the Annual Report.

Statutory Auditors and their report:

M/ s. S K Jha & Co, Chartered Accountants (Firm Registration No.: 126173W) were re- appointed as Statutory Auditors of your Company at the Twenty Eighth Annual General Meeting held on September 28, 2022, for a second term of five consecutive years.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Reporting of fraud:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. ALAP & Co. LLP, Practicing Company Secretary, Ahmedabad (Firm Registration No. L2023GJ013900; Peer Review No. 5948/2024), had been appointed as Secretarial Auditor of the Company for the consecutive term of 5 (Five) Years Commencing From F.Y. 2025-26 to F.Y. 2029-30 at the Annual General Meeting of the Company held on September 24^th, 2025.

The Secretarial Audit Report is annexed herewith as Annexure - A.

There have been few qualifications given by the Secretarial Auditor in their Report.

Compliance with the provisions of secretarial standard 1 and secretarial standard 2:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

General:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

1) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2) There was no instance of one-time settlement with any Bank or Financial Institution.

Appreciations and Acknowledgement:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.