22nd Annual Report 2025-26
To, The Members,
Gallantt Ispat Limited
The Board of Directors take pleasure in presenting the 22nd
(Twenty-Second) Annual Report of Gallantt Ispat Limited (the Company) on the business and
operations of the Company along with the Audited Financial Statements for the financial
year ended March 31, 2026.
CORPORATE OVERVIEW
Being incorporated in the year 2005 Gallantt has grown from modest
beginnings to become one of the leading steel manufacturing companies in India.
Headquartered in Gorakhpur, the Group operates state-of-the-art steel plants in Sahjanwa,
Gorakhpur, Uttar Pradesh (hereinafter referred to as "Gorakhpur Unit") and
Samakhiyali, Kutch District of Gujarat (hereinafter referred to as "Gujarat
Unit"), producing high-quality "TMT Rebars" that form the backbone of
India's modern infrastructure.
The Company's registered office is also situated at Gorakhpur
Industrial Development Authority (GIDA), Gorakhpur.
FINANCIAL HIGHLIGHTS
The highlights of the financial performance of the Company, for the
Financial Year ended March 31, 2026 are as below:
WORKING RESULTS
| Particulars |
Standalone 2025-2026 |
Standalone 2024-2025 |
Consolidated 2025-2026 |
Consolidated 2024-2025 |
| Revenue from operation |
4,41,892.19 |
4,29,272.89 |
4,41,892.19 |
4,29,272.89 |
| Other Operating Income |
5,959.41 |
1,561.54 |
5,959.41 |
1,561.54 |
| Finance Cost |
4,168.59 |
2,199.28 |
4,168.59 |
2,199.28 |
| Depreciation (including amortization) |
13,031.72 |
11,996.25 |
13,031.72 |
11,996.25 |
| Profit Before Tax |
60,404.08 |
56,809.25 |
60,403.48 |
56,809.25 |
| Tax Expenses (including Deferred Tax) |
11,976.77 |
16,735.01 |
11,976.65 |
16,735.01 |
| Profit After Tax |
48,427.31 |
40,074.24 |
48,426.83 |
40,074.24 |
| Share of Profit from Associate |
- |
- |
- |
- |
| Profit for the Period |
48,427.31 |
40,074.24 |
48,426.83 |
40,074.24 |
FINANCIAL ACCOUNTING AND ADOPTION OF IND AS
The Financial Statements for the FY 2025-26 are prepared under Ind-AS
notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as
"The Act") read with the Companies (Accounts) Rules, 2014 as amended from time
to time. The estimates and judgements relating to the Financial Statements are made on a
prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs, profits and cash flows
for the year ended March 31, 2026. The Notes to the Financial Statements adequately cover
the Audited Statements and form an integral part of this Report. As mandated by the
Ministry of Corporate Affairs, IND AS is applicable to the Company from the Financial Year
commencing from April 01, 2017. The estimates and judgments relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March 31, 2026.
BUSINESS OPERATION AND PERFORMANCE REVIEW
Gallantt Ispat Limited is more than a manufacturer; we are active
contributors to India's remarkable journey towards world-class infrastructure. With
state-of-the-art plants in Uttar Pradesh and Gujarat, we transform iron ore into the
backbone of infrastructure: "GALLANTT ADVANCE" TMT Rebars. Our expertise spans
the entire steel manufacturing spectrum, from mining iron ore to shaping finished rebars.
Every "GALLANTT ADVANCE" TMT Rebar we produce contributes to roads, bridges, and
structures that connect lives and fuel progress. We believe in the power of steel to build
more than structures; it builds dreams, aspirations, and a brighter future for all. By
choosing Gallantt, you choose a partner in nation-building, leaving a lasting impact.
During the FY 2025-26 Revenue from Operations stood at 4,41,892.19
Lakhs as against 4,29,272.89 Lakhs during the last FY 2024-25. The Profit before Interest,
Depreciation and Taxation stood at 77,604.39 Lakhs as against 71,004.78 Lakhs in the
previous year registering a growth of 9.29%. The Net Profit after Tax for the year under
review stood at 48,427.31 Lakhs as against 40,074.24 Lakhs in the previous year
registering a steady growth of 20.84%. Earnings per Share (EPS) stood at 20.07 (face value
of 10/- each) for the financial year ended March 31, 2026. During the financial year
2025-26 Company's performance has been quite satisfactory inspite of the geopolitical
adversities and supressed Global Steel demand.
Financial Performance Snapshot - FY 2025-26
| Metric |
Value |
Change |
| Revenue |
?4,41,892.19 Lakhs |
? 2.9% CPLY |
| EBITDA |
?77,604.39 Lakhs |
? 9.3% CPLY |
| EBITDA Margin |
17.6% |
? 102 bps CPLY |
| EBITDA per Tonne |
?8,78,470 Lakhs |
? 5.7% CPLY |
| PAT |
?48,427.31 Lakhs |
? 20.8% CPLY |
| PAT Margin |
10.8% |
? 102 bps CPLY |
PRODUCTION AT A GLANCE
| Items |
2025-26 Production |
2025-26 Sales* |
2024-25 Production |
2024-25 Sales* |
% Change Production |
% Change Sales |
| Sponge Iron (M.T.) |
9,14,749.277 |
9,11,091.800 |
7,53,542.140 |
7,55,045.929 |
21.39% |
20.59% |
| M.S. Billets (M.T.) |
8,83,400.406 |
8,86,723.677 |
8,54,630.202 |
8,51,724.862 |
3.37% |
4.11% |
| M.S. Round Bar & Miss Rolled Bar (M.T.) |
7,87,593.352 |
7,85,233.577 |
7,64,681.652 |
7,65,284.037 |
3.00% |
2.61% |
| Iron Ore Pellet (M.T.) |
8,18,865.000 |
8,18,488.489 |
5,99,050.000 |
5,98,706.020 |
36.69% |
36.71% |
| Power Generation (KWH) |
8,54,292.622 |
8,54,292.622 |
8,05,913.924 |
8,05,913.924 |
6.00% |
6.00% |
*Sales include captive consumption also
DIVIDEND
Your Directors have recommended final dividend of Rs. 2 (Rupees Two
Only) per equity share i.e. 20% on equity shares of face value of Rs. 10/- (Rupees Ten
Only) each for the financial year ended on March 31, 2026. The dividend is subject to
approval of the shareholders at the ensuing Annual General Meeting (AGM) and will be paid
to those shareholders whose names appear in the Register of Members as on close of
September 23, 2026.
The Board has recommended dividend based on the parameters laid down in
the Dividend Distribution Policy. The dividend will be paid out of the profits for the
year. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [hereinafter referred to as "the Listing Regulations/SEBI (LODR)
Regulations, 2015], the Dividend Distribution Policy duly approved by the Board is
available on the website of the Company and can be accessed at 'Investors' of the website
of the Company i.e. www.gallantt.com and the same is annexed as Annexure - A.
With a view to retain some funds and utilize them for ongoing
expansion, the Promoter and Promoter Group shareholders except a few Promoter Group
Shareholders has voluntarily waived off/forgone their right to receive dividend.
The total dividend pay-out will be approximately 17,31,93616 (Rupees
Seventeen Crores Thirty-One Lakhs Ninety-Three Thousand Six Hundred and Sixteen Only).
The dividend was recommended by the Board at its meeting held on May
05, 2026 and the duly signed form for waiving off/forgoing right to receive dividend as
received from the Promoter and Promoter Group Shareholders were taken on record.
As per the Income Tax Act, 1961, as amended by the Finance Act, 2020,
dividend paid or distributed by the Company on or after April 01, 2020 has become taxable
in the hands of the shareholders. Your Company shall therefore be required to deduct tax
at source (TDS) at the time of making payment of the said Dividend after obtaining the
approval of shareholders in the forthcoming AGM.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of
profit in the profit and loss account. Accordingly, your Company has not transferred any
amount to the 'Reserves' for the year ended March 31, 2026.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations,
2015, Company is glad to present to you the 4th Business Responsibility and Sustainability
Report (BRSR) for the financial year 2025-26 which forms part of the Annual Report and is
attached as Annexure - B.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI (LODR) Regulations, 2015, Management Discussion and
Analysis Report for the year under review forms part of the Annual Report and is annexed
herewith as Annexure - C.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate
governance and adhere to the Corporate Governance requirements as set out in Regulation 17
to Regulation 27 of the SEBI(LODR) Regulations, 2015 and the same are complied with, in
letter and spirit.
Pursuant to SEBI (LODR) Regulations, 2015, the Corporate Governance
Report along with the Certificate from M/s. Maroti & Associates, Chartered
Accountants, Statutory Auditors of the Company, confirming compliance with the conditions
of Corporate Governance as stipulated in Regulation 34 read with Schedule V of the SEBI
(LODR) Regulations, 2015 is annexed to the Corporate Governance Report.
CAPEX AND LIQUIDITY
During the period under review, the Company has deployed a capex
program of 3,000 Crores which includes significant allocation toward backward integration
of key raw materials.
During the period under review, Company invested a capex of 1,200
Crores towards phased expansion to total installed capacity of 12.3 lakh MT across its
Gorakhpur & Kutch Steel Units.
Capex of 1,500 Crores invested in Sonbhadra (Uttar Pradesh) mines and
Todupura (Rajasthan) mines taken on lease by the Company which will lead to securing raw
material linkage and boosting of EBITDA.
Deployment of capex of 300 Crores in setting 2 (Two) Solar Power Plants
in Gujarat and Uttar Pradesh with total capacity of 78 MW which in turn will improve the
long-term energy efficiency and support decarbonization.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal,
Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls
over financial reporting by the Statutory Auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Company's Internal Financial Controls were adequate and effective during
the financial year 2025-26.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the
Board of Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of annual accounts, the applicable accounting
standards have been followed and there has been no material departure.
b) The selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2026 and of the profit of the
Company for the financial year ended March 31, 2026.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis.
e) Sufficient internal financial controls have been laid down and such internal financial
controls are adequate and were operating effectively, and
f) Proper systems to ensure compliance with the provisions of all applicable laws have
been devised and such systems were adequate and operating effectively.
PUBLIC DEPOSITS
The Company has not accepted or renewed any public deposits during the
period under review. It has not accepted any deposits from the public within the meaning
of the provisions of Section 73 of the Companies Act, 2013 and Rules made there under.
Therefore, it is not required to furnish information in respect of outstanding deposits
under non-banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies
(Accounts) Rules, 2014.
DEBENTURES
During the financial year under review, the Company has not issued or
allotted any Debentures and does not have any outstanding Debentures.
SHARE CAPITAL
As on March 31 2026, the Authorized Capital of the Company is
2,41,30,33,000/- (Rupees Two Hundred Forty-One Crores Thirty Lakhs and Thirty-Three
Thousand Only) and the paid-up capital stands at 2,41,28,09,450/- (Rupees Two Hundred
Forty-One Crores Twenty-Eight Lakhs Nine Thousand Four Hundred and Fifty Only) consisting
of 24,12,80,945 equity shares of 10/- (Rupees Ten) each. 2024, 12,80,945 Equity Shares of
10/- each. During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity. As on March
31, 2026, none of the Directors of the Company hold instruments convertible into equity
shares of the Company. The Company has paid Listing Fees for the financial year 2026-27 to
each of the Stock Exchanges, where its equity shares are listed.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION AND
CHANGE IN BUSINESS
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
future operations. However, Members' attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the Financial Statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments u/s 186 of the
Companies Act, 2013 is annexed herewith as Annexure - D.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the Financial Year 2025-26, Company has 2 (Two) Associates,
namely Gallantt Medicity Delovers Private Limited and Gallantt Lifespace Delovers Private
Limited. However, Company decided to sell off entire shares of both the Companies after
approval of the Board of Directors at its meeting held on November 03, 2025. Hence, the
relation of Associate between the Company and Gallantt Medicity Delovers Private Limited
and Gallantt Lifespace Delovers Private Limited ceased to exist after sell off of entire
stake.
During the year Company incorporated a Wholly Owned Subsidiary (WOS)
under the name and style of Suryalaxmi Technologies Private Limited. Company has initially
invested 1,00,000 (Rupees One Lakh Only) by subscribing shares as a subscriber to the
Memorandum and Articles of Association. The WOS has been formed to fund and inject capital
for the purposes of setting up a Solar Power Plant through the WOS.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing performance & salient features of the financial statements of Company's WOS
in Form AOC-1 is attached as Annexure - E.
The accounts of the WOS are audited and certified by their respective
Statutory Auditors for consolidation.
In accordance with Section 136 of the Act, the financial statements of
the WOS is available for inspection by the members at the Registered Office of the Company
during business hours on all days except Saturdays, Sundays and public holidays up to the
date of the AGM. Any member desirous of obtaining a copy of the said financial statements
may write to the Company Secretary at the Registered Office of the Company. The financial
statements including the CFS, and all other documents required to be attached to this
report have been uploaded on the website of the Company at www.gallantt.com
There have been no joint ventures during the year under review that
have become or ceased to be the joint ventures.
In terms of the Regulation 46(2)(h) of the SEBI LODR Regulations, 2015,
the policy for determining material subsidiaries is placed on the website of the Company
at www.gallantt.com under 'Investors' section of Gallantt Ispat Limited.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Company complies with the applicable
Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the
Institute of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be disclosed under Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo is annexed as Annexure - F to this Report.
BUSINESS GROWTH, OUTLOOK AND EXPANSION
Your Company is the largest producer of Rebars in Uttar Pradesh and
proudly holds 25% market share in its addressable geographies. During the year, your
Company has achieved several noticeable milestones in order to scale up its business
volumes and profitability. Your Company has the potential and the hunger to scale up its
growth in order to give tough competition to its peers. Detailed business growth, outlook
and expansion projects are discussed in Management Discussion and Analysis Report annexed
as Annexure - C to the Report.
CREDIT RATING
During the financial year 2025-26, the Company does not have any debt
instruments or any Fixed Deposit Programme or any scheme or the proposal of the Company
involving mobilization of funds in India or in abroad.
India Ratings and Research; a Fitch Group Company has upgraded
Company's Long-Term Issuer Rating at IND AA- Stable and re-affirmed Short-Term Issuer
Rating at IND A1+ The instrument-wise rating actions are as follows:
| Instrument Type |
Size of Facilities |
Rating/Rating Watch |
Rating Action |
| Fund-based limits |
300 Crores |
IND AA-/Stable/IND A1+ |
Upgraded |
| Non-fund-based limits |
400 Crores |
IND A1+ |
Re-affirmed |
| Long Term Loans (proposed) |
150 Crores |
IND AA-/Stable |
Upgraded |
LISTING INFORMATION
The equity shares of the Company are in dematerialized form and is
listed with BSE Limited and National Stock Exchange of India Limited. The Listing Fees has
been paid to the Stock Exchanges for the financial year 2026-27. The ISIN No. of the
Company is INE297H01019.
AUDITORS & AUDITORS' REPORT
M/s Maroti & Associates, Chartered Accountants (Firm Registration
Number: 313132E) were appointed as Statutory Auditors in the 18th (Eighteenth) Annual
General Meeting (AGM) of the Company for a period of five years, from the conclusion of
18th AGM till the conclusion of the 23rd AGM of the Company.
The Statutory Auditors had carried out audit of financial statements of
the Company for the financial year ended March 31, 2026 pursuant to the provisions of the
Act. The reports of Statutory Auditors form part of the Annual Report. The reports are
self-explanatory and do not contain any qualifications, reservations or adverse remarks.
The Statutory Auditors have issued an unmodified opinion on the Company's Financial
Statements for the financial year ended March 31, 2026. Necessary certificate has been
obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.
COST AUDIT AND AUDITORS
As per the requirement of Central Government and pursuant to Section
148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your Company has been carrying out audit of cost records of the
Company.
Pursuant to the provisions of Section 148 of the Companies Act read
with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the
Board of Directors at its meeting held on May 02, 2025 and based on the recommendation of
the Audit Committee, had appointed M/s. U. Tiwari & Associates, Cost Accountants, as
Cost Auditor of the Company for conducting the Cost Audit for the financial year 2025-26
on a remuneration of ?1,00,000/- (Rupees One Lakh Only) plus out of pocket expenses. M/s.
U. Tiwari & Associates has conducted the audit of cost records of the Company.
Further, M/s. U. Tiwari & Associates, Cost Accountants, have been
appointed as Cost Auditors to conduct cost audit of the Company for the financial year
2026-27 subject to approval of their remuneration by the shareholders in the ensuing AGM.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Members at the AGM held on September 27, 2025 had approved the
appointment of Mr. Anurag Fatehpuria, Peer Reviewed Practising Company Secretary (CP No.
12855, Peer Review No. 3367/2023), having office address at 4/B/1, Salkia School Road,
Raghav River View Apartment, Howrah-711106, as Secretarial Auditors of the Company for a
term of 5 (Five) consecutive years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Audit Report issued by the Secretarial Auditor is
annexed to this report marked as Annexure - G and forms part of this report. There are no
qualifications, observations, adverse remark or disclaimer in the said Report.
The Annual Secretarial Compliance Report issued by the Secretarial
Auditor in terms of Regulation 24A of the Listing Regulations has been submitted to the
Stock Exchanges within the statutory timelines and is available on the website of the
Company at www.gallantt.com
INTERNAL FINANCIAL CONTROLS
Internal Financial Control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets, timely prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and timely preparation of reliable financial information.
The Company has an adequate system of internal controls in place. It
has documented policies and procedures covering all financial and operating functions.
These controls have been designed to provide a reasonable assurance with regard to
maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations and protecting assets from unauthorized use or losses,
compliances with regulations. The Company has continued its efforts to align all its
processes and controls with global best practices.
The framework on Internal Financial Controls over Financial Reporting
has been reviewed by the internal and external auditors. The Company's internal financial
controls were operating effectively based on the internal control criteria established by
the Company considering the essential components of internal control stated in the
guidance note on audit of internal control over financial reporting issued by the
Institute of Chartered Accountants of India.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of internal control systems and suggests improvements wherever
needed to strengthen the same. The Audit Committee evaluated the internal financial
controls based on the following criteria:
A. Systems have been laid to ensure that all transactions are executed
in accordance with management's general and specific authorisation. There are well-laid
manuals for such general or specific authorisation.
B. Systems and procedures exist to ensure that all transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of reliable financial information.
C. Access to assets is permitted only in accordance with management's general and specific
authorisation. No assets of the Company are allowed to be used for personal purposes,
except in accordance with terms of employment or except as specifically permitted.
D. The existing assets of the Company are verified / checked at reasonable intervals and
appropriate action is taken with respect to any differences, if any.
E. Proper systems are in place for prevention and detection of frauds and errors and for
ensuring adherence to the Company's policies.
A report on the internal financial controls under clause (i) of
sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. Maroti &
Associates, Chartered Accountants, Statutory Auditors of the Company is attached with
their Independent Auditor's Report and the same is self-explanatory.
Effective steps are taken by the Management to enable continuous
monitoring of lead control indicators and action taken towards correcting identified gaps.
Respective functions have been trained and equipped to enable continuous monitoring of
exceptions by themselves to reduce surprises and enable corrective action on timely and
regular basis.
Your Company has a robust financial closure self-certification
mechanism wherein the line managers certify adherence to various accounting policies,
accounting hygiene and accuracy of provisions and other estimates.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery and liabilities under legislative enactments are adequately
insured.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under section 197(12) read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure - H to this report. The said
Annexure also contains a statement comprising the names of top 10 employees in terms of
remuneration drawn.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The summary of Remuneration Policy of the Company
prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read
with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy
is uploaded on the website of the Company at www.gallantt.com
(ii) Corporate Social Responsibility Policy (CSR)
The Board has, on the recommendation of the CSR Committee, approved the
CSR Policy. The Company's CSR Policy is available on the Company's website at
www.gallantt.com and the same is also attached herewith as Annexure - I.
As a part of its initiative under the Corporate Social Responsibility
(CSR) drive, the Company has undertaken projects in the area of health, education and
rural development, eradicating hunger, promoting health care and education. These projects
are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR
policy. Annual Report on CSR as required under Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is also attached herewith as Annexure - J.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within
the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has
framed a Risk Management Policy for the Company. The Company has in place a mechanism to
identify, assess, monitor and mitigate various risks to key business objectives. Major
risks identified by the business and functions are systematically addressed through
mitigating actions on a continuing basis. At present the Company has not identified any
element of risk which may threaten the business (or) existence of the Company.
Company has formulated a policy on Risk Management. The Policy is
formulated in compliance with Regulation 17(9)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013,
which requires the Company to lay down procedures about risk assessment and risk
minimization.
The Risk Management Policy is available on the Company's website at
www.gallantt.com
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to
provide a mechanism for employees and directors of the Company to approach the Chairman of
the Audit Committee to ensure adequate safeguards against victimisation.
This policy would help to create an environment wherein individuals
feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is
likely to take place. It will also ensure that complainant(s) are protected from
retribution, whether within or outside the organization. The Board has elected Mr. Nitesh
Kumar, Company Secretary as the Whistle Officer under the Vigil Mechanism Policy.
The details of establishment of the Vigil Mechanism Policy are
displayed on the website of the Company at www.gallantt.com
(v) Material Subsidiary Policy - Vigil Mechanism
Pursuant to the provisions of Regulation 16(1)(c) of the Listing
Regulations, the Company has adopted a Policy for determining Material Subsidiaries laying
down the criteria for identifying material subsidiaries of the Company.
The Policy may be accessed from the website of the Company at
www.gallantt.com
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES
WITH DIFFERENTIAL RIGHTS
The Company has not issued any Sweat Equity Shares or Equity Shares
with Differential Rights during the year under review.
MATERNITY BENEFIT
During the period under review, the Company has complied with the
provisions relating to the Maternity Benefit Act, 1961
DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED
No disclosure is required under Section 67 of the Companies Act, 2013
read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in
respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said Section are not applicable.
SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and
Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for
sexual harassment at workplace. It has adopted a policy against sexual harassment in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder.
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Details of complaints received and redressed during the financial year
2025-26:
| I. Number of complaints filed during the
financial year |
Nil |
| II. Number of complaints disposed of during
the financial year |
NA |
| III. Number of complaints pending as on end
of the financial year |
Nil |
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act, details
of which need to be mentioned in this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act,
the extract of the Annual Return in Form MGT-9 is available on the website of the Company
at www.gallantt.com
RELATED PARTY TRANSACTIONS
In terms of the Indian Accounting Standard Related Party Disclosures,
as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014, the Company has identified the related parties covered
therein and details of transactions with such related parties have been disclosed in Notes
to the Accounts forming part of this Annual Report.
Transactions with related parties entered into by the Company are in
the ordinary course of business and on arm's length basis and do not have potential
conflicts with the Company. Further, these transactions are also placed in the Audit
Committee Meeting(s) for its prior approval or omnibus approval. There is no materially
significant related party transaction during the financial year ended March 31, 2026.
None of the related party transactions entered into by the Company were
in conflict with the Company's interest. There are no materially significant Related Party
Transactions made by the Company with Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
for their approval. Omnibus approvals are taken for the transactions which are repetitive
in nature. In compliance with Listing Regulations, the necessary statements/disclosures
with respect to the Related Party Transactions are tabled before the Audit Committee and
the Board of Directors on quarterly basis. In line with requirement of the Companies Act,
2013 and Regulation 23 of the SEBI LODR Regulations, your Company has adopted a Policy on
Related Party Transactions which is available at Company's website www.gallantt.com
Further, in compliance with Regulation 23(9) of the Listing
Regulations, the Company has duly submitted the half-yearly disclosures on Related Party
Transactions to the Stock Exchanges where its equity shares are listed.
BOARD COMMITTEES
Detailed notes on composition of Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee and Committee of Directors have been
disclosed under Corporate Governance Report.
ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
In terms of the criteria laid down by the Nomination and Remuneration
Committee and in compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV
of the Act and Regulation 17 of Para A of Part D of Schedule II of the SEBI (LODR)
Regulations, annual evaluation of the Board, its committees and individual Directors was
carried out for the financial year 2025-26.
A structured questionnaire is prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance. Further, the
questionnaires on performance evaluation are prepared in line with the Companies Act, the
Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by
SEBI.
Separate exercises are carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who are evaluated on parameters
such as level of engagement and contribution, independence of judgement, safeguarding the
interest of the Company and its minority shareholders etc.
The performance of the Committees are evaluated based on criteria such
as adequate independence of each Committee, frequency of meetings and time allocated for
discussions at meetings, functioning of Board Committees and effectiveness of its advice
& recommendation to the Board, etc.
A separate meeting of Independent Directors was also held to review the
performance of Managing Director, performance of the Board as a whole and performance of
the Chairperson of the Company, taking into account the views of Executive Directors and
Non-Executive Directors.
FAMILIARISATION PROGRAMME
Your Company follows a structured orientation and familiarization
programme through various reports/codes/internal policies for all the Directors with a
view to update them on the Company's policies and procedures on a regular basis. All new
Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. The Senior Management make presentations giving an overview of the
Company's strategy, operations, products, markets, group structure and subsidiaries, Board
constitution and guidelines, matters reserved for the Board and the major risks and risk
management strategy. This enables the Directors to get a deep understanding of the
Company, its people, values and culture and facilitates their active participation in
overseeing the performance of the Management. They are made to interact with senior
management personnel and proactively provided with relevant news, views and updates on the
Company and sector. All the information/documents sought by them is/are also shared with
them for enabling a good understanding of the Company, its various operations and the
industry.
Also, periodic presentations are made at the Board Meetings on business
and performance, long term strategy, initiatives and risks involved.
The details of programmes for familiarisation for Independent Directors
are posted on the website of the Company at www.gallantt.com
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED
BY THE BOARD ALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations
were accepted and implemented by the Board.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board
(incorporating duties of Independent Directors) and the Senior Management. The Code aims
at ensuring consistent standards of conduct and ethical business practices across the
Company. Your Company has received confirmations from all concerned regarding their
adherence to the said Code.
Pursuant to Regulation 26(3) of the SEBI LODR Regulations, 2015, Mr.
Chandra Prakash Agrawal, Managing Director and Mr. Mayank Agrawal, Chief Executive Officer
has confirmed compliance with the Code by all members of the Board and the Senior
Management.
The full text of the Code is hosted on the Company's website at
www.gallantt.com
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading which is in line with the policy of the Company to implement and practice the
principles of Corporate Governance based on fairness, transparency, integrity, honesty and
accountability, consistently being followed by the Company in all its business practices
and dealings. The Code, inter alia, lays down the procedures to be followed by designated
persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive
Information ("UPSI").
The Company recognizes that strict observance of the Code is a basic
pre-requisite for ensuring full confidentiality of all UPSI and to build general investor
confidence and stakeholder credibility. Unless otherwise stated, this policy applies to
the employees/designated persons/connected persons (including immediate relatives) of all
the subsidiaries, joint ventures and associates (whether in or outside of India) of the
Company.
Company pursuant to the SEBI (Prohibition of Insider Trading)
Regulations, 2015 have been maintaining a Structured Digital Database (SDD) software
internally to capture the database of all persons having access to UPSI. SDD is a
non-tamperable software with time-stamping and audit trail facility. The software captures
details such as, name of persons with whom the UPSI have been shared with, name of persons
for whom there is an access to UPSI, PAN of those persons, any other Identification number
authorized by Law. It is used to keep record of persons with whom the price sensitive
information or UPSI have been shared with. This Database will act as a check for those
persons who have possession of UPSI, from dealing in securities in a manner for their
personal gain by using the unpublished information.
All Directors, Designated Persons and Connected Persons who could have
access to the Unpublished Price Sensitive Information of the Company are governed by the
Code. During the year under review, there has been due compliance with SEBI (Prohibition
of Insider Trading) Regulations, 2015. The full text of the Code is hosted on the
Company's website at www.gallantt.com
MEETINGS OF THE BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR
Eight (8) meetings of the Board of Directors of the Company were
conducted during the financial year and also Eight (8) meetings of the Audit Committee of
the Board of Directors were conducted during the financial year. The details of
board/committee/shareholders meetings are provided under the Corporate Governance Report
which forms part of the Annual Report.
AUDIT COMMITTEE
The Audit Committee of the Company during the financial year is
constituted of following Directors:
| Names |
Designation |
Category |
| Mr. Ashtbhuja Prasad Srivastava |
Chairperson |
Independent |
| Mr. Udit Agarwal |
Member |
Independent |
| Mr. Nitin Mahavir Prasad Kandoi |
Member |
Executive |
| Mr. Pankaj Khanna |
Member |
Independent |
The Audit Committee of the Board of Directors has been reconstituted on
March 31, 2026 by changes in composition of Audit Committee which are as under:
adding="2">
| Names |
Designation |
Category |
| Mr. Ashtbhuja Prasad Srivastava |
Chairperson |
Independent |
| Mr. Nitin Mahavir Prasad Kandoi |
Member |
Executive |
| Mr. Pankaj Khanna |
Member |
Independent |
| Mrs. Nishi Agarwal |
Member |
Independent |
Note: The Committee has been reconstituted due to resignation of Mr.
Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of March 31, 2026 and appointment of Mrs. Nishi Agarwal, Non-Executive
Independent Director as a Member of the Committee.
Further, Audit Committee of the Board of Directors has been again
reconstituted on May 05, 2026 by changes in composition of Audit Committee which are as
under:
| Names |
Designation |
Category |
| Mr. Sanjay Kumar Jain |
Chairperson |
Independent |
| Mr. Kishore Pariyar |
Member |
Independent |
| Mr. Ashtbhuja Prasad Srivastava |
Member |
Independent |
Note: The Committee has been reconstituted due to resignation of Mr.
Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of May 05, 2026. Further, Mr. Nitin Mahavir Prasad Kandoi and Mrs. Nishi
Agarwal have tendered their resignation as Members of the Committee. Mr. Sanjay Kumar Jain
and Mr. Kishore Pariyar were appointed as Chairperson and Member of the Audit Committee
respectively w.e.f. May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, serving as the
Chairperson of the Audit Committee since November 04, 2020 has resigned from the post of
Chairperson but is continuing in the Committee as a Member.
Constitution of the Audit Committee is in compliance with requisite
provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR Regulations,
2015 and all other applicable laws, rules and regulations.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company during the
financial year is constituted of following Directors:
| Names |
Designation |
Category |
| Mr. Udit Agarwal |
Chairperson |
Independent |
| Mrs. Nishi Agrawal |
Member |
Independent |
| Mr. Ashtbhuja Prasad Srivastava |
Member |
Independent |
During the year the Committee has been reconstituted on March 31, 2026
by changes in composition of Stakeholders Relationship Committee which are as under:
| Names |
Designation |
Category |
| Mr. Ashtbhuja Prasad Srivastava |
Chairperson |
Independent |
| Mrs. Nishi Agrawal |
Member |
Independent |
| Mr. Pankaj Khanna |
Member |
Independent |
Note: The Committee has been reconstituted due to resignation of Mr.
Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of March 31, 2026 and appointment of Mr. Pankaj Khanna, Non-Executive
Independent Director of the Company as a Member of the Committee w.e.f. April 01, 2026.
Mr. Ashtbhuja Prasad Srivastava, serving as a Member of the Stakeholders Relationship
Committee has been appointed as the Chairperson of the Committee w.e.f. April 01, 2026.
Further, the Committee has been again reconstituted on May 05, 2026 by
changes in composition of Stakeholders Relationship Committee which are as under:
| Names |
Designation |
Category |
| Mr. Ashtbhuja Prasad Srivastava |
Chairperson |
Independent |
| Mr. Sanjay Kumar Jain |
Member |
Independent |
| Mr. Dindayal Jalan |
Member |
Executive |
Note: The Committee has been reconstituted due to resignation of Mr.
Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of May 05, 2026. Mr. Sanjay Kumar Jain, Non-Executive Independent Director
and Mr. Dindayal Jalan, Executive Director of the Company have been appointed as Members
of the Committee w.e.f. May 05, 2026. Further, Mrs. Nishi Agrawal, Non-Executive
Independent Director of the Company has resigned from the Committee as a Member w.e.f. May
05, 2026.
Constitution of the Stakeholder Relationship is in compliance with
requisite provisions of the Companies Act, 2013 and rules made thereunder, SEBI LODR
Regulations, 2015 and all other applicable laws, rules and regulations.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company during the
financial year is constituted of following Directors:
| Names |
Designation |
Category |
| Mrs. Smita Modi |
Chairperson |
Independent |
| Mr. Udit Agarwal |
Member |
Independent |
| Mrs. Nishi Agrawal |
Member |
Independent |
During the year the Committee has been reconstituted on March 31, 2026
by changes in composition of Nomination and Remuneration Committee which are as under:
| Names |
Designation |
Category |
| Mr. Atul Kumar Gupta |
Chairperson |
Independent |
| Mrs. Smita Modi |
Member |
Independent |
| Mrs. Nishi Agrawal |
Member |
Independent |
Note: The Committee has been reconstituted due to resignation of Mr.
Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of March 31, 2026 and appointment of Mr. Atul Kumar Gupta, Non-Executive
Independent Director of the Company as the Chairperson of the Committee w.e.f. April 01,
2026. Mrs. Smita Modi, serving as the Chairperson of the Nomination and Remuneration
Committee since March 30, 2024 has resigned from the post of Chairperson but is continuing
in the Committee as a Member.
Further, Nomination and Remuneration Committee of the Board of
Directors has been again reconstituted on May 05, 2026 by changes in composition of
Nomination and Remuneration Committee which are as under:
| Names |
Designation |
Category |
| Mr. Atul Kumar Gupta |
Chairperson |
Independent |
| Mrs. Nishi Agrawal |
Member |
Independent |
| Mr. Ashtbhuja Prasad Srivastava |
Member |
Independent |
Note: The Committee has been reconstituted due to resignation of Mrs.
Smita Modi, Non-Executive Independent Director of the Company w.e.f. the close of business
hours of May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, Non-Executive Independent Director
of the Company has been appointed as a Member of the Committee.
Constitution of the Nomination and Remuneration Committee is in
compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder,
SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Company during the
financial year is constituted of following Directors:
| Names |
Designation |
Category |
| Mr. Udit Agarwal |
Chairperson |
Independent |
| Mr. Chandra Prakash Agarwal |
Member |
Executive |
| Mr. Dinesh R. Agarwal |
Member |
Executive |
During the year the Committee has been reconstituted on March 31, 2026
by changes in composition of Corporate Social Responsibility Committee which are as under:
| Names |
Designation |
Category |
| Mr. Atul Kumar Gupta |
Chairperson |
Independent |
| Mr. Chandra Prakash Agarwal |
Member |
Executive |
| Mr. Dinesh R. Agarwal |
Member |
Executive |
Note: The Committee has been reconstituted due to resignation of Mr.
Udit Agarwal, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of March 31, 2026 and appointment of Mr. Atul Kumar Gupta, Non-Executive
Independent Director of the Company as a Member of the Committee w.e.f. April 01, 2026.
Further, the Committee has been again reconstituted on May 05, 2026 by
changes in composition of Corporate Social Responsibility Committee which are as under:
| Names |
Designation |
Category |
| Mr. Atul Kumar Gupta |
Chairperson |
Independent |
| Mr. Chandra Prakash Agrawal |
Member |
Executive |
| Mr. Dinesh R. Agarwal |
Member |
Executive |
| Mrs. Nishi Agrawal |
Member |
Independent |
Note: The Committee has been reconstituted by appointment of Mrs. Nishi
Agrawal, Non-Executive Independent Director of the Company as a Member of the Committee
w.e.f. May 05, 2026.
Constitution of the Corporate Social Responsibility Committee is in
compliance with requisite provisions of the Companies Act, 2013 and rules made thereunder,
SEBI LODR Regulations, 2015 and all other applicable laws, rules and regulations.
RISK MANAGEMENT COMMITTEE
In compliance with the requirements of Regulation 21 of the SEBI LODR
Regulations, 2015 and Regulation 134(3)(n) of the Companies Act, 2013, the Risk Management
Committee during the financial year is constituted with the following Directors:
| Names |
Designation |
Category |
| Mr. Pankaj Khanna |
Chairperson |
Independent |
| Mr. Nitin Mahavir Prasad Kandoi |
Member |
Executive |
| Mrs. Nishi Agrawal |
Member |
Independent |
The Committee has been reconstituted on May 05, 2026 by changes in
composition of Risk Management Committee which are as under:
| Names |
Designation |
Category |
| Mr. Ashtbhuja Prasad Srivastava |
Chairperson |
Independent |
| Mr. Sanjay Kumar Jain |
Member |
Independent |
| Mr. Dindayal Jalan |
Member |
Executive |
Note: The Committee has been reconstituted due to resignation of Mr.
Pankaj Khanna, Non-Executive Independent Director of the Company w.e.f. the close of
business hours of May 05, 2026. Mr. Ashtbhuja Prasad Srivastava, Non-Executive Independent
Director of the Company has been appointed as the Chairperson of the Committee w.e.f. May
05, 2026. Further, Mr. Sanjay Kumar Jain, Non-Executive Independent Director and Mr.
Dindayal Jalan, Executive Director of the Company have been appointed as Members of the
Committee w.e.f. May 05, 2026. Mrs. Nishi Agrawal, Non-Executive Independent Director and
Mr. Nitin Mahavir Prasad Kandoi, Executive Director of the Company has resigned from the
Committee as Members w.e.f. May 05, 2026.
COMMITTEE OF DIRECTORS
The Board of Directors has constituted a Committee of Directors with
nomenclature of "Committee of Directors". The Committee of Directors has the
following composition of members as on the date of this report and is constituted of
following Directors:
| Names |
Designation |
Category |
| Mr. Chandra Prakash Agrawal |
Chairperson |
Executive |
| Mr. Dinesh R. Agarwal |
Chairperson |
Executive |
| Mr. Nitin Mahavir Prasad Kandoi |
Member |
Executive |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Composition:
As at March 31, 2026 your Board comprises of 10 (Ten) Directors of
which five are Independent. Mr. Chandra Prakash Agrawal (DIN: 01814318), Mr. Dinesh R.
Agarwal (DIN: 01017125), Mr. Prem Prakash Agrawal (DIN: 01397585), Mr. Nitin Mahavir
Prasad Kandoi (DIN: 01979952) and Mr. Prashant Jalan (DIN: 06619739) are Executive
Directors of the Company.
Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), Mrs. Nishi Agrawal
(DIN: 08441260), Mr. Udit Agarwal (DIN: 07036864), Mrs. Smita Modi (DIN: 01141396) and Mr.
Pankaj Khanna (DIN: 10377030) are Independent Directors of the Company. Mr. Mayank Agrawal
is working in the capacity of Chief Executive Officer of the Company. Mr. Sandip Kumar
Agarwal is the Chief Financial Officer and is inter alia looking after the core finance
function of the Company. Mr. Nitesh Kumar appointed as Company Secretary and Compliance
Officer looks after the corporate compliances as well as investor relations.
B. Changes during the year:
Mr. Chandra Prakash Agrawal (DIN: 01814318), Managing Director of the Company whose
tenure was to end on August 31, 2025 was re-appointed for a further period of 5 (Five)
years effective from September 01, 2025. The Company has sought approval of members by way
of a special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
Mr. Dinesh R. Agarwal (DIN: 01017125), Whole-time Director of the Company whose tenure
was to end on October 31, 2025 was re-appointed for a further period of 5 (Five) years
effective from November 01, 2025. The Company has sought approval of members by way of a
special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
Mrs. Nishi Agrawal (DIN: 08441260) whose first term of 5 (Five) consecutive years was to
end on November 03, 2025 was re-appointed for a second term of 5 (Five) consecutive years
effective from November 04, 2025. The Company has sought approval of members by way of a
special resolution at the Annual General Meeting (AGM) held on September 27, 2025.
Mr. Prashant Jalan (DIN: 06619739), Whole-time Director of the Company has resigned from
the Company on the close of business hours of March 31, 2026.
Mr. Udit Agrawal (DIN: 07036864), Independent Director of the Company has resigned from
the Company on the close of business hours of March 31, 2026.
Mr. Sandip Kumar Agarwal, Chief Financial Officer (CFO) of the Company has tendered his
resignation from the Company on the close of business hours of March 31, 2026.
After the end of the Financial Year 2025-26 the following Directors
resigned/were appointed:
Mr. Atul Kumar Gupta (DIN: 01734070) was appointed as an Independent Director on the
Board of the Company effective from April 01, 2026.
Mr. Dindayal Jalan (DIN: 00006882) was appointed as an Executive Director
(Vice-Chairman) on the Board of the Company effective from April 01, 2026.
Mr. Pradyumna Kumar Satpathy was appointed as the Chief Financial Officer (CFO) of the
Company effective from April 01, 2026.
Mrs. Smita Modi (DIN: 01141396), Independent Director of the Company has resigned from
the Company effective from the close of business hours of May 05, 2026.
Mr. Pankaj Khanna (DIN: 10377030), Independent Director of the Company has resigned from
the Company effective from the close of business hours of May 05, 2026.
Mr. Sanjay Kumar Jain (DIN: 11692582) was appointed as an Independent Director on the
Board of the Company effective from May 05, 2026.
Mr. Kishore Pariyar (DIN: 10767484) was appointed as an Independent Director on the
Board of the Company effective from May 05, 2026.
C. Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Mr. Prem Prakash
Agrawal (DIN: 01397585), who retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
D. Declaration by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (b) of SEBI LODR Regulations, 2015.
E. Policy on Directors' appointment and remuneration and other details:
The Policy on Directors' appointment and remuneration, including the
criteria for determining the qualifications, positive attributes and independence of
Directors forms a part of the Corporate Governance Section of the Annual Report. The
Nomination and Remuneration Policy is placed on the website of the Company at
www.gallantt.com under 'Investors' section of Gallantt Ispat Limited.
Presently, Company has an optimum combination of Executive and
Non-Executive (Independent) Directors on the Board of the Company.
Independent Directors are appointed for five consecutive years and are
not liable to retire by rotation in terms of Sections 149, 152, Schedule IV and other
applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment
and Qualification of Directors) Rules, 2014.
None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a) & (b) of the Companies Act, 2013 and a certificate
dated May 05, 2026 received from Company Secretary in Practice certifying that none of the
Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of the Companies by SEBI/Ministry of Corporate
Affairs or any such statutory authority is annexed to the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to
oversee and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates the
resumes of potential candidates for appointment of Directors and meets them prior to
making recommendations of their nomination to the Board. Specific requirements for the
position, including expert knowledge expected, are communicated to the appointee.
On the recommendation of the NRC, the Board has adopted and framed a
Remuneration Policy for the Directors, Key Managerial Personnel and other employees
pursuant to the provisions of the Act and the Listing Regulations. The remuneration
determined for Executive/Independent Directors is subject to the recommendation of the
Nomination and Remuneration Committee and approval of the Board of Directors. The
Non-Executive Independent Directors are compensated by way of sitting fees for attending
meetings of the Board and its Committees. The Executive Directors are not paid sitting
fees.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is in accordance with the Remuneration Policy of the
Company. The Company's Policy on Directors' Appointment and Remuneration and other matters
provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have
been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
KEY MANAGERIAL PERSONNEL
The following are the whole-time key managerial personnel of the
Company:
| Sr. No. |
Names |
Designation |
| 1 |
Mr. Chandra Prakash Agrawal |
Chairman and Managing Director |
| 2 |
Mr. Dinesh R. Agarwal |
Whole-time Director |
| 3 |
Mr. Nitin Mahavir Prasad Kandoi |
Whole-time Director |
| 4 |
Mr. Prashant Jalan |
Whole-time Director |
| 5 |
Mr. Prem Prakash Agrawal |
Whole-time Director |
| Sr. No. |
Names |
Designation |
| 6 |
Mr. Mayank Agrawal |
Chief Executive Officer |
| 7 |
Mr. Sandip Kumar Agarwal |
Chief Financial Officer |
| 8 |
Mr. Nitesh Kumar |
Company Secretary |
RISK MANAGEMENT
The Company has a comprehensive and robust risk management framework
designed to identify, evaluate, and mitigate risks that could impact the Company's
operations and objectives. The risk management framework is reviewed periodically by the
Board and the Audit Committee. The Audit Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. Some of the
risk elements that the Company is exposed to are:
Commodity Price Risk
Risk of price fluctuation on basic raw materials like Iron Ore, Coal,
Chemicals, Scraps as well as finished goods used in the process of manufacturing.
Mitigation measures
The Company commands excellent business relationship with the business
associates. In case of major fluctuation either upwards or downwards, the matter will be
mutually discussed and compensated both ways. Company maintains adequate inventory which
helps to cushion any immediate impact due to price fluctuations.
Geopolitical Risk
War zones, sanctions or policy changes in Africa, Europe or Middle East
may impact overseas sites.
Mitigation measures
We have internal procedure to mitigate geopolitical risks such as
diversified procurement base, regional supply redundancy, localised storage and
manufacturing. Further, majority of coal requirement is sourced by Company through
domestic linkage arrangements, thereby reducing exposure to international price
fluctuations due to any geopolitical developments. Blending of imported coal with domestic
coal is continuously being optimized to minimize overall fuel costs while maintaining
operational efficiency. Company also adopts hedging strategies for imported coal purchases
whenever benchmark prices become favourable.
Interest Rate Risk
Any increase in interest rate can affect the finance cost.
Mitigation measures
Any increase in interest rate can affect the finance cost. Company has
substantially reduced the working capital and by adopting financial discipline, the
company has also improved the financial terms with various government bodies and PSUs.
Dependence on debt is very minimum and we have surplus funds cushion to settle the entire
debt in case the need arises.
Foreign Exchange Risk
Your Company does not have export sales. However, Company imports raw
materials from countries outside India. Any volatility in the currency market can impact
the overall profitability.
Mitigation measures
The Company commands excellent business relationship with the sellers
and suppliers. In case of major fluctuation either upwards or downwards, the matter will
be mutually discussed and compensated both ways.
Human Resources Risk
Your Company's ability to deliver value is dependent on its ability to
attract, retain and nurture talent. Attrition and non-availability of the required talent
resource can affect the overall performance of the Company. Company is infusing capital to
create a better structure in terms of hierarchy and deploying training and development to
retain best talent in the organization.
Mitigation measures
Your Company demonstrates strong HR practices across the industry and
carry out necessary improvements to attract and retain the best talent. Also, recruitment
is across almost all States of India which helps to mitigate this risk and we do not
anticipate any major issue in the coming years.
Competition Risk
Your Company is always exposed to competition risk from Steel
Manufacturers across the region. The increase in competition can cause loss in market
share, experiencing reduced profitability, or facing challenges in growth and innovation.
Mitigation measures
By giving continuous efforts to enhance the brand value of the Company,
quality, cost, timely delivery and customer service. Company is further endeavouring
towards cost reduction and improve of efficiency for curbing any competition in the
market.
Compliance Risk
Increasing regulatory requirements. Any default can attract penal
provisions.
Mitigation measures
By identifying risks and mitigating the financial, legal, and
operational impacts pertaining to non-compliance and regulatory misalignments. Regularly
monitoring and reviewing the changes in regulatory framework. By monitoring of compliance
through legal compliance management tools and regular internal audit and secretarial
audit.
Industrial Safety, Employee Health and Safety Risk
The Steel Industry is labour intensive and are exposed to accidents,
health and injury risk due to machinery breakdown, human negligence etc.
Mitigation measures
By development and implementation of critical safety standards across
the various departments of the factory, establishing training need identification at each
level of employee. Conduct regular inspections of all operations, equipment, work areas
and facilities. Have workers participate on the inspection team and talk to them about
hazards that they see or report. Company has a proper safety department in place and a
dedicated medical team is also deployed at the units and regular health check-ups are done
by the medical team.
Cyber Security Risk
Cyber security risk deals with the potential for business issues and
financial losses due to cyber-attack that affects operations or a security breach that
results in the theft of Company data. It's closely related to technology risk, but listing
it as a standalone type of risk recognizes the significant costs and business damage that
cyber security incidents can cause. With the growing instances of cyber-attacks, data
security has become a challenge for the Company.
Mitigation measures
Confidential information has been enhanced by implementing
best-in-class firewalls. The Company is aware about the current elevated levels of
cybersecurity risks across the globe. All critical IT servers are protected with
best-in-class firewalls which are monitored and updated regularly.
All access to critical IT servers, including SAP ERP, for those working
remotely, are allowed through security authentication tunnel.
Necessary update patches and security policies are pushed over the
internet to all computers of the Company on a daily basis, even if the user is at home or
away from office. Deviations and alerts are monitored closely and corrective/preventive
actions are implemented as per need.
Company conducts IT Infra Vulnerability Assessment and Penetration
Testing (VAPT) Audit for assurance of the IT Infra robustness and Cyber Security on yearly
basis. Company has already implemented Artificial Intelligence (AI) in its system and
trainings are imparted to employees on a regular basis for responsible use of AI. At
present, Company is using ISO 27001 framework under Cybersecurity and Governance but now
company is taking inputs of ISO 42001 which covers the AI risk also.
The Risk Management Committee looks into the monitoring and reviewing
of the risk management plan and such other functions, as it may deem fit and such function
specifically covers cyber security.
Supply Chain and Sourcing Risks
Fluctuating raw material prices and potential supply chain disruptions
can negatively impact cost control and delivery timelines.
Mitigation measures
The Company enhances backward integration through local sourcing,
captive power generation capabilities, owning own railway rakes, commissioning own pellet
plant and taking on lease iron ore mines. It employs strategic stockpiling and long-term
agreements to ensure assured supply.
Technological Risks
Continuous investment in new technologies is required to avoid
obsolescence and maintain a competitive edge.
Mitigation measures
The Company is committed to strengthening its R&D efforts, focusing
on innovations such as advanced TMT Bars. It also partners with experts to drive
technological advancement within its operations.
HUMAN RESOURCES
Your Company considers human capital as one of the most vital assets
driving the organization's long-term success. The Company's HR philosophy places
significant emphasis on attracting, developing, and retaining talented individuals across
all levels. The Company constantly facilitates and encourages its employees at all levels
to enhance their knowledge and skills and continuously seeks to inculcate within its
employees, strong sense of business ethics and social responsibility. Recruitment
processes are carefully structured to ensure the right talent is brought in not just for
current needs, but also for future growth and capability building. The training programs
conducted in the organization are designed based on business needs, departmental goals and
individual development plans, ensuring employees are continually aligned with evolving
organizational expectations. Company also places high importance on the safety of its
employees and ensures adherence to safe work practices.
UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND
Following are the details of Unpaid Dividend that has not been claimed
and paid till March 31, 2026:
| Nature of Money |
Relevant Financial Year |
Bank Account Details |
Amount lying (In ?) |
| Final Dividend for 2019 |
2018-19 |
IDBI Bank Account No. 1526103000000897 |
48,809.50 |
| Final Dividend for 2024 |
2023-24 |
HDFC Bank Account No. 5020010222907759 |
19,19,840.00 |
| Final Dividend for 2025 |
2024-25 |
HDFC Bank Account No. 5020011471484673 |
70,778.50 |
Members whose dividend amounts remained unpaid/unclaimed in respect of
Final Dividend 2019, 2024 and 2025 are requested to approach the RTA immediately and claim
their dividend. The details of unclaimed dividend are available on the Company's corporate
website www.gallantt.com and also uploaded on the website of IEPF viz. www.iepf.gov.in
TRANSFER UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), dividends, if not claimed for a period of seven years from the date of
transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained
unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend
account shall also be transferred to IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order of Court, Tribunal or Statutory
Authority, restraining any transfer of the shares.
In the interest of the Members, the Company sends periodical reminders
to the Members to claim their dividends in order to avoid transfer of dividends/shares to
IEPF Authority. Notices in this regard are also published in the newspapers and the
details of unclaimed dividends and Members whose shares are liable to be transferred to
the IEPF Authority, are uploaded on the Company's website at www.gallantt.com
The details of unclaimed dividends and shares transferred to IEPF
during FY 2025-26 are as follows:
| Financial Year |
Amount of unclaimed dividend transferred |
No. of equity shares transferred |
| Gallantt Ispat Limited Final Dividend for
2018* |
?20,686 |
19,228 |
| Gallantt Metal Limited Final Dividend 2018
(Now name changed to Gallantt Ispat Limited) |
?56,432 |
|
*Pursuant to sanction of Scheme of Amalgamation by the Honourable
National Company Law Tribunal on May 22, 2026 Gallantt Ispat Limited has amalgamated with
Gallantt Metal Limited. Now Gallantt Ispat Limited cease to exist and post-amalgamation
Gallantt Metal Limited has changed its name to Gallantt Ispat Limited. Post-amalgamation
all details of unpaid and unclaimed dividend amount and compulsory transfer of equity
shares and dividend amount lying unclaimed for 7 consecutive years to Investor Education
and Protection Fund (IEPF) of erstwhile Gallantt Ispat Limited shall be maintained and
executed by the Company.
KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended March 31, 2026, are
provided in the Management Discussion and Analysis Report given in Annexure - C, which is
annexed hereto and forms part of the Directors' Report.
AWARD AND RECOGNITIONS
During the year and during previous years Company/Management has
received following awards, accolades and reconciliation:
During previous years:
Udayami Samman 2011: Awarded by Zee Media House and was presented by Shri Prakash
Jaiswal, Hon'ble Coal Minister, Government of India.
Udayami Samman 2013: Awarded by Sahara Samay Media House and was presented by Shri
Akhilesh Yadav, Hon'ble Chief Minister of Uttar Pradesh.
Promoter of Gallantt Group Mr. Chandra Prakash Agrawal & family has been listed on
India's Super Rich List at 188th position in 2014 by the Business World Magazine.
Gems of Purvanchal: Jagran Coffee Table Book has given a place to our promoter Shri.
C.P. Agrawal by stating "MAKING A MARK WITH BUSINESS IN STEEL"
Shri Yogi Adityanath Maharaj Ji, Hon'ble Chief Minister of Uttar Pradesh, honoured the
company for 'Entrepreneur of the region' during Gorakhpur Mahotsav 2018.
The top challengers Award 2018: awarded by the Construction World Magazine, a
world-famous magazine.
- The Gallant Men: Steel 360, a renowned magazine of steel industry felicitated the group
and its promoters in its cover story May, 2018.
- Ranked at 6th position among the top 10 mid-size rebar producers in India by Steel 360
magazine in August, 2018 edition.
- Listed "200 BEST UNDER A BILLION COMPANIES" in Forbes Asia Magazine,
July/August 2019 edition.
- Our Chairman and Managing Director, Shri Chandra Prakash Agrawal was felicitated with
memento for his significant and imperishable contributions to the Industrial development
in the State, by Shri Yogi Adityanath Maharaj ji, Hon'ble Chief Minister of Uttar Pradesh,
on the eve of U.P. Diwas Mahotsav, in January, 2020.
- Industry outlook Magazine recognised Gallantt under "TOP 10 TMT IRON & STEEL
MANUFACTURES 2021".
- North India Best Employer Brand: Awarded by Employer Branding Institute.
- Gallantt Group recognised as the highest tax payers for financial year 2023-24 by the
State Tax Department, Gorakhpur, Uttar Pradesh
- Company was awarded the IIA Kohinoor Award from the Indian Industries Association,
Lucknow for excellence in steel manufacturing.
- Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was awarded
the Family Entrepreneur of the Year from The Economic Times Entrepreneur - Summit and
Awards
- Company has received awards for Best efficient "CPP Coal Below 50 MW Category"
and "Best efficient waste heat recovery Power Plant "CPP Plant of the Year"
from Mission Energy Foundation in Goa in respect to the Captive Power Plant of the Company
at Kutch, Gujarat.
- Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal, was
felicitated by the Alumni of Department of Commerce, Dindayal Upadhyay Gorakhpur
University as "The Eminent Entrepreneur of Gorakhpur."
During the year:
Chairman and Managing Director of the Company - Shri Chandra Prakash Agrawal was
felicitated with Excellence Award for Industrial Development by Dainik Jagran at a
ceremony held in Osaka, Japan.
DISCLOSURE OF EVENTS OR INFORMATION
In compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015,
your Company has formulated a policy for determination of materiality of events and
pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said
policy can be accessed from the website of the Company at www.gallantt.com
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR
During the year under review, the Company has not made any application
before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for
recovery of outstanding loans against customer and there is no pending proceeding against
the Company under Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR
It is not applicable to the Company, during the financial year under
review.
DIGITAL TRANSFORMATION
During the year under review, Company has undergone significant digital
transformation in order to enable it work in a smooth, hassle free and efficient manner
and integrate digital technology into all areas of business. Few measures adopted by the
Company are -
- Completion of the IT Infra Vulnerability Assessment and Penetration Testing (VAPT) Audit
for assurance of the IT Infra robustness and Cyber Security.
- Company has already implemented Artificial Intelligence (AI) in its system and trainings
are imparted to employees on a regular basis for responsible use of AI. At present,
Company is using ISO 27001 framework under Cybersecurity and Governance but now company is
taking inputs of ISO 42001 which covers the AI risk also.
- 200+ CCTV Installation Across Plant, Upgrading CCTV Control Room Infra with Digital
wall.
- Upgraded Plant & Corporate Office Internet Bandwidths to up to 200Mbps for stable
user experience.
- Implementation of the Data Backup Solution for Redundancy and Data Protection.
- Implementation of the End Point Anti-Virus - Sophos Solutions for cyber threat
protection.
- IT Awareness Training to 100+ Users covering different sources of threats and importance
of the IT Security.
- Added Key IT Resource and Capability - Cybersecurity Resource with certifications like
CCNA and Certified Ethical Hacking - B13 & Cloud Security.
- Introduction of SAP S4 HANA 3rd Party System Audit and Assessment by Grand Thornton.
- Onboarding of a SAP Partner NOVEL VERITAS for AMS and New Project Development like SAP
Project Systems, SAP Fund Management, SAP Breakdown Maintenance & Analysis
- 50+ Hours of training provided to SAP users and improvement in score from 56% to 75%.
- AI Based Unmanned Weighting Bridge for Leakage Prevention
- Installation of GPS System for Vehicle Tracking
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to maintaining the highest standards of
Environment, Health and Safety across all its operations. Your Company is conscious of the
importance of environmentally clean and safe operations. The Company's policy requires
conduct of operations in such a manner so as to ensure safety of all concerned,
compliances of environmental regulations and preservation of natural resources. Through
regular training, monitoring and audits, Company aims to create a safe and sustainable
work environment that not only protects the workforce but also contributes to the
well-being of the communities in which the Company operates.
Your Company continues to focus on welfare and improving the quality of
lives of its employees by providing educational assistance to their children, employee
wellness sessions, periodic occupational health checks, spiritual peace by yoga classes,
creche and child care facilities, transport facilities to employees at subsidized rate or
at no charge.
Your Company is committed to foster a safe and healthy working
environment for the prevention of work-related injuries and ill-health. Company strives to
be a leader in safety excellence in the global power and energy business. The Occupational
Health and Safety Policy is available on the Company's website at www.gallantt.com
GENERAL DISCLOSURE
The Managing Director of the Company has not received any remuneration or commission
from any of its Subsidiaries or Associates.
None of the Auditors of the Company have reported any fraud as specified under the
second provision of Section 143 (12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment (s) thereof for the time being in force);
The Company does not have any ESOP scheme or provision of money for the purchase of its
own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;
- In the preparation of financial statements, no treatment different from that prescribed
in an Accounting Standard has been followed.
- The Company serviced all the debts & financial commitments as and when they became
due and no settlements were entered into with the bankers.
- The securities were not suspended from trading during the year due to corporate actions
or otherwise.
- There was no change in Auditors and/or Secretarial Auditors during the year.
- No candidate was nominated by small shareholders in terms of Section 151 of the Act.
- There was no delay in holding Annual General Meeting.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude for the support,
co-operation and guidance received from the Government of India, Ministry of Steel, State
Governments of Uttar Pradesh and Gujarat, all Government departments, Company's
shareholders, bankers, valued customers, suppliers and all other stakeholders.
Your Directors also take this opportunity to thank Ministry of
Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited,
Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies,
Suppliers, Contractors, Vendors and business associates for their continuous support and
co-operation. The Board also looks forward to their continued support in the future.
The Board acknowledges, appreciates and values the unwavering efforts
by the employees, workmen and staffs at all levels who have contributed to the success of
the Company and look forward to their continued commitment, dedication and enthusiasm to
enable the Company to scale even greater heights.
| On behalf of the Board |
Chandra Prakash Agrawal |
| Chairman & MD |
| DIN: 01814318 |
|