The Board of Directors hereby submits the report of the business and operations of Gallops Enterprise Limited (“the
Company”), along with the audited financial statements, for the financial year ended March 31, 2025.

Business Overview

Gallops Enterprise, established in 1994, was founded with the objective of engaging in the real estate sector,
covering a wide range of activities, including:

• Building Construction

• Property Development

• Civil, Mechanical, and Labour Contracting

• Building and Erection Engineering

Over the years, the Company has built a solid reputation for quality, reliability, and professionalism in the real estate
and infrastructure space. Gallops Enterprise is committed to sustainable, all-round growth, focusing on
strengthening its presence and capabilities within the domestic market.

The Company continues to explore new development opportunities, leveraging its expertise to deliver value-driven
solutions. With a firm belief in innovation, diversification, and continuous improvement, Gallops Enterprise
remains dedicated to evolving with market demands and offering high-quality services that meet the needs of modern
infrastructure.

By focusing on core strengths and strategic expansion within the country, the Company aims to grow not just in
size but in capability, reliability, and long-term impact.

Environmental

More and more companies across business industries are committing to reducing their impact on the environment, by
creating environmentally conscious workplaces. This means having policies and programs in place that encourage
green behaviors.

Financial Year 2024-25 At Glance
Financial Highlights

During the year under review, the company has earned a Total Income of Rs. 5.48 Lakhs as compared
to that of Rs. 7.63 Lakhs in the previous financial year. The Total Expenditure of Rs. 23.11 Lakhs
were incurred during the year under review as compared to that of Rs. 7.03 Lakhs in the previous
financial year. The net loss for the year under review has been Rs. 17.63 lakhs as compared to
the profit of Rs. 0.60 Lakhs in the previous financial year. Your directors are continuously
looking for avenues for future growth of the company.

Change in the Nature of Business:

There has been no change in the nature of the business during the Financial Year 2024-25.
Dividend:

Your directors have not recommended any dividend for the year ended 31^st March, 2025. (Previous
year Nil).

Transfer to Reserves:

Considering the loss the company has not transferred any amount to General Reserves during the
Year.

Deposits:

During the year under review, your Company has not accepted or renewed any Deposit within
the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement of furnishing details of deposits which are not in
compliance with Chapter V of the Act, is not applicable.

Change in Share Capital:

During the financial year 2024-25, there has been no change in the share capital of the company.
Authorized Share Capital:

As on March 31, 2025, the Authorized Share Capital of the Company stood at Rs. 550.00 Lakhs
divided into 55,00,000 Equity Shares of Rs. 10/- each.

Issued, paid up and subscribed Share Capital:

As on March 31, 2025 the issued paid and subscribed share capital stood at Rs. 501.14
Lakhs divided into 50,11,400 equity shares of Rs. 10/- each.

Disclosure regarding Issue of Equity Shares with Different Rights:

The company has not issued any equity shares with differential voting rights during the financial
year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies
(Share Capital and Debenture) Rules, 2014.

Disclosure regarding issue of Sweat Equity Shares:

The company has not issued any Sweat Equity Shares during the financial year and it is therefore
not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and
Debenture) Rules, 2014.

Disclosure regarding issue of Employee Stock Option:

The company has not issued any shares under Employee Stock Option Scheme during the
financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of
Companies (Share Capital and Debenture) Rules, 2014.

Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual
Return as on 31st March 2025 is available on the Company's website at
www.gallopsenterprise.com.

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.

All the related party transactions are entered on arm's 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 Company's 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.

The policy on Related Party Transactions as approved by the Board is available on website of the
company at www.gallopsenterprise.com.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:

Considering the nature of activities undertaken by the company during the year under review,
the provisions in respect of conservation of energy and technology absorption is not applicable to
the company. Therefore, particulars relating to Conservation of Energy and Technology Absorption
are not forming part of the Annual Report.

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.

Subsidiaries, Joint Ventures and Associate Companies:

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

Board of Directors and Key Managerial Personnel Constitution of Board

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:

# All the Companies have been considered excluding Companies incorporated under Section 8 of
the Companies Act, 2013 (earlier Section 25 of the Companies Act, 1956) and Companies
incorporated outside India.

^A Committee includes Audit Committee and Stakeholders' Relationship Committee across all Public
Companies' (including deemed public companies) details as on 31^st March, 2025.

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.

None of the Directors of Board is a member of more than ten Committees or Chairman of more
than five committees across all the public companies in which they are Director. The necessary
disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Company. Neither
any of the Director of the Company is holding position as Director in more than 7 listed
entities nor any of the Director of the Company serve as Independent Director in more than 7
listed entities.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies
Act, 2013, Ms. Pooja N. Patel (DIN: 02233585) 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 year 2024-25, the Company had Mr. Balram Bharatbhai Padhiyar (DIN: 01812132) as
Managing Director, Nitin Govindbhai Solanki as Chief financial Officer (Appointed on April 26^th 2024)
and Ms. Payal Ravi Banwari (Appointed on December 4^th 2024) as Company Secretary and
Compliance officer who were acting as Key Managerial Personnel in accordance with Section 203 of
the Companies Act, 2013.

However, considering sad demise of Mr. Mukesh Patel, Chief financial officer of the Company Mr.
Nitin Govindbhai Solanki, was further appointed as Chief Financial Officer of the Company with
effect from April 26, 2024.

As on date of this report, the Company has Mr. Balram Bharatbhai Padhiyar as Managing
Director, Ms. Payal Ravi Banwari as Company Secretary and Compliance officer and Mr. Nitin
Govindbhai Solanki as Chief Financial Officer; acting as Key Managerial Personnel in accordance
with Section 203 of the Companies Act, 2013.

Independent Director:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company
has two Non-Promoter 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 Board of Directors had appointed Mr. Kiran Bhartabhai Mistri (DIN: 10611534) as Non¬
Executive Independent Director with effect from June 18, 2024.

A separate meeting of Independent Directors was held on February 11, 2025 to review the
performance of Non-Independent Directors, Board as whole and performance of Chairperson of
the Company including assessment of quality, quantity and timeliness of flow of information
between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent
Director are incorporated on the website of the Company at www.gallopsenterprise.com.

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.

No. of Board Meetings:

During the financial year 2024-25, 9 Board meetings were held on 26-04-24, 03-05-24,
09-05-24, 10-05-24, 18-06-24, 05-08-24, 13-11-24, 04-12-24 and 11-02-25, respectively. The
details of attendance of each Director at the Board Meeting and Annual General Meeting are
given below;

*Mr. Kiran Mistri was appointed as an Independent Director w.e.f. June 18, 2024.
^A Mr. Anand Lavingia resigned as an Independent Director w.e.f. June 18, 2024.

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.

o 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.

o 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.

o 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.

o 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:

The Company's policy on appointment of directors is available on the Company's website at
www.gallopsenterprise.com.

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:

1) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed and that no material departures have been made from the same.

2) 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.

3) 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.

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

5) 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

6) 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. 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 2024-25.

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:

The Company has not received any significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's 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 year under review, there were no incidences of sexual harassment reported.

Maternity benefit act 1961

The Company has complied with the provisions relating to the Maternity benefit act 1961.

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 2024-25.

Committees of Board

Your Company has constituted several Committees in compliance with the requirements of the
relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meetings are generally held once in a quarter for the purpose of recommending the
quarterly/half yearly/ yearly financial results and to recommend the appointment of Auditor
including Statutory Auditor, Internal Auditor, Cost Auditor, Secretarial Auditor as the case may be.

The gap between two meetings did not exceed one hundred and twenty days. An additional meeting
is held for the purpose of reviewing the specific item included in terms of reference of the
Committee.

The Audit Committee met Six times during the financial year 2024-25 viz: 03-05-24, 09-05-24, 10¬
05-24, 05-08-24, 13-11-24, and 11-02-25.

The Audit committee Comprises of the following directors.

*Resigned with effect from 18-06-2024
^AAdmitted with effect from 18-06-2024

The details of meetings attended by its members are given below:

Mr. Bhanubhai Patel, the Chairman of the Committee had attended last Annual General Meeting
of the Company held on September 16, 2024.

The Company Secretary acts as the Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever and whenever given, have been accepted by
the Board.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns
or grievances and provide for adequate safe guards against victimization of the Whistle Blower
who avails of such mechanism and also provides for direct access to the Chairman of the Audit
Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit
Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The Whistle Blower Policy of the Company is available on the website
of the Company at www.gallopsenterprise.com

2. 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, three meetings were held on 26-04-24, 18-06-24 and 04-12-24 inter alia, to
recommend the appointment of Director and KMP's and to review the performance of Directors of
the Company.

The Nomination and Remuneration committee Comprises of the following directors.

*Resigned with effect from 18-06-2024
^AAdmitted with effect from 18-06-2024

The details of meetings attended by its members are given below:

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 Company's remuneration policy is driven by the success and performance of the Director, KMP
and Senior Management Personnel vis-a-vis the Company. The Company's 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.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at www.gallopsenterprise.com.

3. Stakeholders Relationship Committee

The Company has constituted Stakeholder's 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 once in 2024-25 on 03-05-2024.

The Stakeholder's Relationship Committee Comprises of the following directors as on 31^st
March 2025.

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

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.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional
website namely "www.gallopsenterprise.com” containing basic information about the Company. The
website of the Company is also containing information like Policies, Shareholding Pattern, Financial
Results and information of the designated officials of the Company who are responsible for assisting
and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Details of the Designated Officer:

Ms. Pooja Rajpara, was Company Secretary & Compliance officer till 04-12-2024 and w.e.f. 04-12¬
2024 Ms. Payal Ravi Banwari was appointed as Company Secretary & Compliance officer of the
company and is acting as Designated Officer under Rule (9) (5) of the Companies (Management and
Administration) Rules, 2014.

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 Company's 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:

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 auditor's 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.

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.

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, MS. ALAP & Co. LLP,
Practicing Company Secretary, Ahmedabad (Firm Registration No. L2023GJ013900; Peer Review

No. 5948/2024), had been appointed as Secretarial Auditor for the financial year 2024-25. to
undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial
Audit Report is annexed herewith as Annexure - A.

Details of the designated officer:

Ms. Payal Banwari, Company Secretary & Compliance officer of the company is acting as Designated
Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

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.

Registered office: For and on behalf of Board of Directors

9^th Floor, Astron Tech Park, Near ^{Gallops Enterprise Limited}

Satellite Police Station, Satellite, ^CIN: L65910GJ1994PLC023470

Ahmedabad, Gujarat, India,

380015

Balram Padhiyar Pooja Patel

n^Anoncti? Managing Director Non Executive Director

^D. ^Au^gus; ¹² 2025 DIN:01812132 DIN:02233585

Place: Ahmedabad