Your Directors have pleasure in presenting the 15 th Annual report of your Company along with the audited financial statements, for the financial year ended March 31, 2025.
Financial Results: (Amount in Rs. Lacs)
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Particulars
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Standalone
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F.Y. 2024-25
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F.Y. 2023-24
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Revenue from operations
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4,178.29
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7,530.07
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Other Income
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11.49
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107.83
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Total Income
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4,189.78
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7,637.90
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Operating expenditure before Finance cost,
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4,298.61
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7,536.72
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depreciation and amortization
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Earnings before Finance cost, depreciation and amortization (EBITDA)
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(108.83)
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101.18
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Less: Finance costs
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367.98
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97.04
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Depreciation and amortization expense
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14.29
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18.27
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Profit before tax
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(446.10)
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27.41
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Less: Tax expense
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3.28
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6.43
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Profit for the year (PAT)
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(449.38)
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20.98
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YEAR AT A GLANCE:
Financial Performance:
The total income of the Company for the year ended March 31, 2025 was Rs. 4,189.78 Lacs as against the total income of Rs. 7,637.90 Lacs for the previous year ended March 31, 2024.
The Company has incurred Net Loss after Tax of ^449.38 Lacs for the financial year under review, as against a Net Profit of ^20.98 Lacs reported in the previous financial year.
Dividend:
With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2024-25.
Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).
Credit Rating:
As the company has not issued any debt instruments, there is no requirement to obtain a credit rating for the financial year 2024-25.
Amount transferred to Reserve:
During the year under review, this item has been disclosed under the heading "Reserves and Surplus" in the Balance Sheet, as detailed in Note No. 2 of the Notes forming part of the Financial Statements.
Change in Nature of Business:
During the financial year under review, there has been no change in the nature of business of the Company
SHARE CAPITAL:
Authorized Capital
The authorized share capital of the company at the end of the financial year is Rs. 30,30,00,000/- divided into 6,06,00,000 equity shares of Rs.5 each.
Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is Rs. 27,29,40,415/- divided into 5,45,88,083 equity shares of Rs. 5 each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.
Board Meeting
Regular meetings of the Board are held at least once in 120 days, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 9(Nine) times, viz 16th April 2024, 29th May 2024, 14th August 2024, 6th September 2024, 18th September 2024, 21st October 2024, 29th October 2024, 7th February 2025 and 14th February 2025.The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Three Non-Executive Independent Directors. In the opinion of the Board of Directors, all Three Independent Directors of the Company meet all the criteria mandated by
Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations and they are Independent of Management.
A separate meeting of Independent Directors was held on 15 th March, 2025 to review the performance of Non-Independent Directors and 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 that is necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.galaglobalhub.com/.
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2024-25. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and are independent of the Management.
No Independent Directors have tendered their resignation during the financial year 2024-25.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Prahlad Agarwal as a Managing Director and Chief Financial Officer of the Company. (W.e.f. 10th January, 2023).
The Board of Directors has appointed Ms. Vandana Aran Baladi as Company Secretary and Compliance officer of the Company (w.e.f. 18th September, 2024).
Performance Evaluation
In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its committees. The exercise was led by the Chairman of the NRC along with the Chairman of Board.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees is included in Report on Corporate Governance which is the part of this report.
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors had 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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD:
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder’s Relationship Committee
Details of all the Committees along with their composition and meetings held during the year are provided in the “Report on Corporate Governance”, a part of this Annual Report.
Vigil Mechanism
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed in the Board’s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://www.galaglobalhub.com/.
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivate and retain manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.galaglobalhub.com/.
Remuneration of Directors
The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Form MGT-7 and Report on Corporate Governance which are the part of this report.
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - A.
The statement containing employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company have no any Subsidiary/Joint Ventures/Associate Companies. Hence provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC 1 is not required to be annexed to this Report.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2025.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details 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 Statement for the year ended on March 31, 2025.
ANNUAL RETURN:
The Extract of Annual Return of the company as on March 31, 2025 is available on the company's website and can be accessed at https: //www .galaglobalhub.com/.
TRANSACTIONS WITH RELATED PARTIES:
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arm’s length basis. Further, there were no related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.
All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm’s length basis. However, during the year, the Company has entered into Related Party Transactions. Accordingly, the disclosure of such Related Party Transactions is provided in Form AOC-2, which forms part of this Annual Report. The Board has adopted a Policy on Related Party Transactions.
Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI LODR Regulations.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website https://www.galaglobalhub.com/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.
M/s. R B Gohil & Co., Chartered Accountants (FRN: 119360W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013).
The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of 31st March, 2025, our internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. 31st March, 2025 to the date of this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.
The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. Policy on Prevention of Sexual Harassment has been available on the website of the Company at https://www.galaglobalhub.com/.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of Companies Act, 2013, the Company does not require to constitute Corporate Social Responsibility Committee (“the CSR Committee”).
RISK MANAGEMENT:
Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are
conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source
has been adopted.
iii. ) The capital investment on energy conservation equipment: No specific investment has been
made in reduction in energy consumption.
B. Technology absorption -
i. ) The effort made towards technology absorption: Not Applicable.
ii. ) The benefit derived like product improvement, cost reduction, product development or
import substitution: Not Applicable
iii. ) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:
Not Applicable.
iv. ) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i. ) Details of Foreign Exchange Earnings: Nil
ii. ) Details of Foreign Exchange Expenditure: Nil
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board’s Report as Annexure - B.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT
The Company has appointed M/s. R. B. Gohil & Co. (FRN: 119360W), Chartered Accountants, Jamnagar, as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of H K Shah & Co. (FRN: 109583W) (W.e.f. 14thNovember, 2024)
Further, M/s. R. B. Gohil & Co., Chartered Accountants (Firm Registration No. 119360W), are proposed to be appointed as Statutory Auditors of the Company for a term of five (5) consecutive years at the ensuing Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The Auditors have given Qualified Opinion in their Report. Replies to the observations by the Statutory Auditors in their Report are given by way of an addendum to this Report as Annexure-C.
INTERNAL AUDIT & CONTROL:
The Company has appointed M/s. Nirali Rajani & Co., Chartered Accountants (Firm Registration No. FNA287495) as its Internal Auditors for the Financial Year 2024-25. They will be responsible for evaluating and improving the Company's internal audit, controls, systems, and processes. The Company does not have an internal audit system commensurate with the size and nature of Business.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD:
Company is required to maintain cost records and required to be audited u/s 148 of the Companies Act, 2013. However, cost records have not been maintained as prescribed, nor the same has been audited as prescribed.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. Deepti & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2024¬ 25 is annexed to this report as an Annexure - D.
The said report contains certain observation or qualifications which are as under:
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SR
No.
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Observation
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Board’s Reply
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1
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There was a Delay in Filing MGT-15 for the AGM held on September 30, 2025
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Due to inadvertent delays in the administrative process
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2
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There was a Delay in Filing AOC-4 XBRL for the AGM held on September 30, 2025
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Due to inadvertent delays in the administrative process
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3
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There was a Delay in Filing MGT-7 for the AGM held on September 30, 2025
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Due to inadvertent delays in the administrative process
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4
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There was a delay in filing Form MGT-14 for the approval of the Board Report and Financial Results for FY 2023-24, approved in the Board Meeting.
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Due to inadvertent delays in the administrative process
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5
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There was a Delay in Filing DIR-12 for the Appointment of Company Secretary.
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Due to inadvertent delays in the administrative process
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6
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There was a delay in filing Form MGT-14 for the appointment of the Secretarial Auditor, as approved in the Board Meeting.
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Due to inadvertent delays in the administrative process
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7
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Non-Filing of SH-7
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Due to inadvertent delays in the administrative process
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8
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No Action Taken for Right Issue Approved in Board Meeting held on October 21, 2024.
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Due to inadvertent delays in the administrative process
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9
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The notice of the Annual General Meeting (AGM) was not issued at least 21 clear days prior to the date of the meeting
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Due to Non- receipt of Financials from Auditor
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10.
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Failure to maintain cost records and to carry out the required cost audits.
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Due to inadvertent delays in the administrative process
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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 except as mentioned in the Secretarial Audit Report.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your director’s 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 during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company’s Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
Registered office: For and on behalf of Board of Directors
B-1, laxmi com. Co op. Estate, b/h GALA GLOBAL PRODUCTS LIMITED
old navneet press, sukhramnagar CIN: L29109GJ2010PLC063243
Ahmedabad Gujarat 380021
Sd/- Sd/-
Date: 24/11/2025 Prahlad Agarwal Alpa Pandya
Place: Ahmedabad Managing Director Director
DIN: 09851691 DIN: 07013011
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