Your directors are pleased to present the Thirtieth Annual Report together with the audited
accounts of the company for the year ended on 31^st March, 2024. The summarized financial
results are as under:

Operations:

During the year under review, the company has earned a Total Income of Rs. 7.63 Lakhs as
compared to that of Rs. 10.47 Lakhs in the previous financial year. The Total Expenditure of
Rs. 7.03 Lakhs were incurred during the year under review as compared to that of Rs. 14.65
Lakhs in the previous financial year. The net profit for the year under review has been Rs.
0.60 lakhs as compared to the loss of Rs. 4.17 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 2023-24.
Dividend:

Your directors have not recommended any dividend for the year ended 31^st March, 2024.
(Previous year Nil)

Transfer to Reserves:

During the year, the Company has not apportioned any amount to other reserve. The profit
earned during the year has been carried to the Balance sheet of the Company.

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 2023-24, there has been no change in the share capital of the
company.

Authorized Share Capital:

As on March 31, 2024, 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, 2024 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 2024 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.

Related Party Transactions:

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, 2024.

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, Mr. Naginbhai Ganpatbhai Patel (DIN: 00361230) 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 2023-24, the Company had Mr. Balram Bharatbhai Padhiyar (DIN:
01812132) as Managing Director, Mr. Mukesh Patel as Chief financial Officer (Till
26/01/2024) and Ms. Pooja Rajpara 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. Pooja Rajpara 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.

Further, after the Completion of financial year 2023-24 and till the date of this report, Mr.
Anand Lavingia (DIN 05123678) had resigned from the post of Non-Executive Independent
Director w.e.f. June 18, 2024. The Board placed its appreciation to Anand Lavingia (DIN
05123678) for serving the Company during his tenure. Further, The Board of Directors had
appointed Mr. Kiran Bhartabhai Mistri as Non-Executive Independent Director with effect
from June 18, 2024.

A separate meeting of Independent Directors was held on February 07, 2024 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 2023-24, four Board meetings were held on 02-05-2023, 12-08¬
2023, 06-11-2023 and 07-02-2024 respectively. The details of attendance of each Director at
the Board Meeting and Annual General Meeting are given below;

Performance Evaluation:

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

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, 2024, 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 2023-24.

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.

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 2023-24.

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 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 four times during the financial year 2023-24 viz: 02-05-2023, 12-08¬
2023, 06-11-2023, 07-02-2024.

The Audit committee Comprises of the following directors.

Mr. Bhanubhai Patel, the Chairman of the Committee had attended last Annual General
Meeting of the Company held on September 25, 2023.

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, two meetings were held on 02-05¬
2023 and 12-08-2023 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.

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 two
times 2023-24 on 02-05-2023 and 06-11-2023.

The Stakeholder’s Relationship Committee Comprises of the following directors as on 31^st
March 2024.

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.

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, Mrs. Ankita Patel
Practicing Company Secretary (COP No.: 16497) had been appointed as Secretarial Auditor
for the financial year 2023-24. However, she had tendered her resignation with effect from
09/05/2024 due to her pre occupancy with other work. Considering such resignation M/s
Spanj & Associates, Practicing Company Secretary, Ahmedabad (FCS No. F9092) were further
appointed to undertake the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report is annexed herewith as Annexure - A.

The secretarial Auditor has mentioned in her report that the Company has not appointed
Chief Financial Officer (Key Managerial Personnel) under Section 203 of the Companies Act,
2013 for the period starting from 27/01/2024 to 25/04/2024. In this regard, the
Management submit that the Company was not able to find the suitable candidate at
appropriate cost. Accordingly, the Chief Financial Officer was not appointed. However, the

Company has appointed Mr. Nitin Govindbhai Solanki as Chief Financial Officer of the
Company w.e.f. April 26, 2024.

Details of the designated officer:

Ms. Pooja Rajpara, 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.
Acknowledgement:

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors,
lenders, regulatory and government authorities and stock exchanges for their co-operation
and support and look forward to their continued support in future.

Registered office: For and on behalf of Board of Directors

9^th Floor, Astron Tech Park, Gallops Enterprise Limited

Near Satellite Police Station, CIN: L65910GJ1994PLC023470

Satellite, Ahmedabad, Gujarat,

India, 380015

BALRAM PADHIYAR Pooja Patel

Date: August 5, 2024 Managing Director Non Executive

Place: Ahmedabad DIN 01812132 Director

DIN 02233585

1

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:

2

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