GALLANTT ISPAT LIMITED

NITESH Digitally signed by NITESH KUMAR KUMAR Date: 2023.11.23 16:31:11 +05'30'

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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NOTICE

Notice is hereby given that an Extra-Ordinary General Meeting of the members of GALLANTT ISPAT LIMITED (CIN: L27109DL2005PLC350524) will be held on Wednesday, December 20, 2023 at 3.00 P.M. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), to transact the following special businesses: -

ITEM NO. 1

To fix borrowing powers under Section 180(1)(c) of the Companies, Act, 2013 and in this regard if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of all the previous resolutions passed by the shareholders of the Company, in this regard and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, of the Companies Act, 2013, read with the rules framed there under, the Articles of Association of the Company and other applicable laws [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the consent of the members of the Company be and is hereby accorded to the Board of Directors (“Board”), to borrow money for and on behalf of the Company from time to time as the Board may deem requisite and proper for the business of the Company, by way of loans, advances, deposits or otherwise, whether the same be unsecured or secured by guarantee of any bank, persons and /or secured by mortgage, charge, hypothecation or pledge, of all or any of the Company's assets, whether movable or immovable, on such terms and conditions as the Board may think fit, from, including without limitation, any Bank and/or other financial institution and/or foreign lender and/or anybody corporate/entity/entities and/or authority/authorities, either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board, notwithstanding that the money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company, free reserves and security premium account as per the latest annual audited financial statements of the Company, provided that the total amount so borrowed and outstanding at any time shall not exceed Rs. 1,000 Crore (Rupees One Thousand Crore only) and the aggregate of the paid-up capital, free reserves of the Company and security premium, whichever is higher.”

“RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to do or cause to be done all such acts, matters, deeds and other things as it may in its absolute discretion deem fit, required or considered necessary or incidental thereto, for giving effect to the aforesaid resolution.”

ITEM NO. 2

Authority for Creation of Charges on the Movable and Immovable Properties of the Company in respect of Borrowings under Section 180(1)(a) of the Companies, Act, 2013 and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in supersession of all the previous resolutions passed by the shareholders of the Company, in this regard and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the allied rules framed there under, the Articles of Association of the Company, and other applicable laws, if any, (including any statutory modification or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded to the Board of Directors, to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fit, in favour of banks/financial institutions, other investing agencies and trustees for the holders of debentures/bonds/other instruments, if any, to secure the amount borrowed by the Company or any third party from time to time, for the due payment of the principal and/or together with interest, charges, costs, expenses and all other

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

monies payable by the Company or any third party in respect of such borrowings which shall not, at any time exceed Rs. 1,000 Crore (Rupees One Thousand Crore only) and the aggregate of the paid-up capital, free reserves of the Company and security premium, whichever is higher.”

ITEM NO. 3

Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Director of the Company and in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Prem Prakash Agrawal (DIN: 01397585) who was appointed as an Additional Director by the Board of Directors of the Company with effect from November 02, 2023, and who in terms of Section 161 of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) holds office upto the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier and in respect of whom the Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors, be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

ITEM NO. 4

Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Whole-time Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, (including any statutory modification or re-enactment thereof) and applicable clauses of the Articles of Association of the Company, subject to such other approvals as may be required, the approval of Members of the Company be and is hereby accorded for appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Whole-time Director of the Company for a term of 5 (five) years with effect from November 02, 2023 to November 01, 2028, liable to retire by rotation, based on the recommendation of the Nomination & Remuneration Committee and in line with the approval of the Audit Committee and the Board of Directors, on the terms and conditions including remuneration set out in the Agreement dated November 02, 2023 entered into between the Company and Prem Prakash Agrawal with specific authority to the Board of Directors to vary the terms and conditions of appointment including remuneration payable to Mr. Prem Prakash Agrawal provided that the remuneration payable to Mr. Agrawal shall not exceed the maximum limits for payment of managerial remuneration specified in the Companies Act, 2013.”

“RESOLVED FURTHER THAT approval be and is hereby accorded to the remuneration, perquisites, benefits and amenities payable and other terms and conditions as embodied in the Agreement entered into by Mr. Prem Prakash Agrawal with the Company for the aforesaid appointment which are as under:

Salary: At the rate of Rs. 5,00,000/- (Rupees Five Lakhs only) per month from November 02, 2023 in the scale of Rs. 5,00,000/- Rs. 25,000/- Rs. 6,25,000/- with provision for annual increment of Rs. 25,000/from the beginning of the Financial Year.

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

Perquisites: He will be entitled to reimbursement of medical expenses and leave travel concession for self and family, club fees & premium for medical/accidental insurance subject to maximum amount not exceeding Rs. 5,00,000/- in a financial year. For the purpose of calculating the ceiling, the perquisites shall be evaluated as per Income Tax Rules, 1961.

Others: Use of car for Company’s business, telephone and other communication facilities at residence/ other places, reimbursement of travelling, entertainment and all other expenses for the purpose of business incurred by him shall not be treated as perquisites.

Minimum Remuneration: The above salary will be payable to the Whole-time Director even in case of loss or inadequacy of profits in respect of any financial year during his tenure of office in compliance with Schedule V to the Companies Act, 2013.

Sitting Fees: The Whole-time Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Gratuity, Encashment of Leave, Provident Fund etc.: He will be entitled to Gratuity, Encashment of Leave, Provident Fund etc. as per rules of the Company.

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the aforesaid period, the Company will pay Mr. Prem Prakash Agrawal any remuneration, perquisites, benefits and amenities not exceeding the ceiling laid down in Schedule V of the Companies Act, 2013 as may be decided by the Board of Directors, subject to necessary sanctions and approvals.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to alter and/or vary the terms and conditions of the said appointment and/or enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Prem Prakash Agrawal in the light of further progress of the Company which shall be in accordance with the prescribed provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force).”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution, do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto.”

ITEM NO. 5

Approval of loans, investments, guarantee or security under Section 185 of Companies Act, 2013 in supersession of all the previous resolutions passed by the shareholders of the Company and in this regard, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 185 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder as amended from time to time, and other applicable provisions, if any, and any amendments/ enactments/ re-enactments thereof as are applicable and the Memorandum and Articles of Association of the Company and subject to such approvals, consents, sanctions and permissions as may be necessary and provisions of other applicable laws, consent of the Members be and is hereby accorded to the Board of the Directors of the Company ( hereinafter referred to as “the Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any person(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) to grant inter corporate deposit/loan or give any guarantee or provide any security in connection with loan taken by any entities/ persons covered under the category of 'a person in whom any of the director of the Company is interested' as specified in the explanation to Sub-section (b) of Section 2 of the section 185 of the Act

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

(“Entities”), upto an aggregate sum of Rs. 200 Crores (Rupees Two Hundred Crores Only) from time to time in one or more tranches in their absolute discretion deemed beneficial and in the interest of the Company, provided that such loans are utilized by the borrowing entities for its principal business activities.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any committee thereof) be and is hereby authorized to negotiate, finalise and agree to the terms and conditions of the aforesaid Loans / Guarantees / Securities, and to take all necessary steps, to execute all such documents, instruments and writings and to do all necessary acts, deed and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.”

ITEM NO. 6

Appointment of Mrs. Smita Modi (DIN: 01141396) as a Non-Executive Independent Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, read with Schedule IV of the Companies Act, 2013 and the allied rules made thereunder and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, (including any statutory modification or re-enactment thereof), and applicable clauses of the Articles of Association of the Company, subject to such other approvals as may be required, the approval of Members of the Company be and is hereby accorded for the appointment of Mrs. Smita Modi (DIN: 01141396) as an Independent Director of the Company, not liable to retire by rotation, who is eligible for appointment, for a term of 5 (five) years with effect from November 02, 2023 up to November 01, 2028 based on the recommendation of Nomination and Remuneration Committee and in line with the approval of the Board of Directors.”

“RESOLVED FURTHER THAT Mr. Chandra Prakash Agrawal (DIN: 01814318) and Mr. Nitin Mahavir Prasad Kandoi (DIN: 01979952), Directors and Mr. Nitesh Kumar, Company Secretary of the Company be and are hereby severally authorised to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution.”

ITEM NO. 7

Appointment of Mr. Pankaj Khanna (DIN: 10377030) as a Non-Executive Independent Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152, read with Schedule IV of the Companies Act, 2013 and the allied rules made thereunder and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, (including any statutory modification or re-enactment thereof), and applicable clauses of the Articles of Association of the Company, subject to such other approvals as may be required, the approval of Members of the Company be and is hereby accorded for the appointment of Mr. Pankaj Khanna (DIN: 10377030) as an Independent Director of the Company, not liable to retire by rotation, who is eligible for appointment, for a term of 5 (five) years with effect from November 02, 2023 up to November 01, 2028 based on the recommendation of Nomination and Remuneration Committee and in line with the approval of the Board of Directors.”

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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ITEM NO. 8

Re-appointment of Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director of the Company to be designated as Director – Plant Operation and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT subject to the provisions of sections 2(94), 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded for the re-appointment of Mr. Prashant Jalan (DIN: 06619739) as Whole-time Director of the Company, liable to retire by rotation, for a period of 3 (three) years commencing from November 04, 2023 on the terms and conditions including remuneration set out in the Agreement dated November 02, 2023 entered into between the Company and Mr. Prashant Jalan with specific authority to the Board of Directors to vary the terms and conditions of appointment including remuneration payable to Mr. Prashant Jalan provided that the remuneration payable to Mr. Prashant Jalan shall not exceed the maximum limits for payment of managerial remuneration specified in the Companies Act, 2013.”

“RESOLVED FURTHER THAT approval be and is hereby accorded to the remuneration, perquisites, benefits and amenities payable as per the terms and conditions of the Agreement entered into by Mr. Prashant Jalan with the Company for the aforesaid appointment and as set out in the statement annexed to the Notice including the following:

Salary: At the rate of Rs. 1,00,000/- (Rupees One Lakh Only) per month from November 04, 2023.

Commission: No commission shall be paid.

Minimum Remuneration: The above salary will be payable to the Whole-time Director (DirectorPlant Operation) even in case of loss or inadequacy of profits in respect of any financial year during his tenure of office in compliance with Schedule V to the Companies Act, 2013.

Sitting Fees: The Director - Plant Operation shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Gratuity and Encashment of Leave: He will be entitled to Gratuity and Encashment of Leave as per rules of the Company.

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the aforesaid period, the Company will pay Mr. Prashant Jalan remuneration, perquisites, benefits and amenities not exceeding the ceiling laid down in Schedule V of the Companies Act, 2013 as may be decided by the Board of Directors, subject to necessary sanctions and approvals.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to alter and/or vary the terms and conditions of the said appointment and/or enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Prashant Jalan in the light of further progress of the Company which shall be in accordance with the prescribed provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force).”

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto.”

ITEM NO. 9

Re-appointment of Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) as an Independent Director of the Company for a second term of 5 (five) consecutive years and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (including any statutory modification(s) or amendment(s) or reenactment(s) thereof, for the time being in force), and Articles of Association of the Company, Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115), who was appointed as an Independent Director and who holds the office of Independent Director up to April 28, 2024 and who meets the criteria for Independence and being eligible for re-appointment be and is hereby re-appointed as a nonretiring Independent Director on the Board of the Company for Second Term of 5 (five) consecutive years w.e.f. April 29, 2024 including for continuing his appointment .”

“RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ashtbhuja Prasad Srivastava on attaining the age of 75 (seventy-five) years during the second consecutive term of 5 (five) years, the continuation of such appointment as an Independent Director of the Company on the same terms and conditions on such re-appointment even after attaining the age of 75 (seventy-five) years, will be considered as requisite approval the Members of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Ashtbhuja Prasad Srivastava be paid such fees and remuneration as the Board of Directors of the Company may approve from time to time and subject to such limits, prescribed or as may be prescribed under relevant statutory provisions from time to time.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all other acts, deeds and things as may be necessary in this regard.”

For Gallantt Ispat Limited

Place: New Delhi Date: November 02, 2023

Nitesh Kumar (Company Secretary) M. No. F7496

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

************** Notes:

The Ministry of Corporate Affairs (MCA) vide its Circular dated September 25, 2023 read with circulars dated April 8, 2020, April 13, 2020 and May 05, 2020 have permitted holding of Extra-Ordinary General Meeting (EOGM) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) without physical presence of members at a common venue. In compliance with the applicable provisions of the Companies Act, 2013 (Act), MCA Circulars and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with SEBI Circular dated October 07, 2023, the EOGM of the Members of the Company is being conducted through Video Conferencing (“VC”) / other Audio Visual Means (“OAVM”) facility, which does not require physical presence of the members of the Company (“Members”) at a common venue.
Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. As the EOGM maybe held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EOGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) intending to authorize their representatives to attend the EOGM through VC / OAVM facility and vote on their behalf are requested to send duly certified copy of the relevant Board resolution to the Company at [email protected]. Institutional investors are encouraged to attend and vote at the EOGM through VC / OAVM.
Explanatory Statement, pursuant to Section 102 of Companies Act, 2013 relating to Business as aforesaid to be transacted at this EOGM, is annexed.
In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
The Company has enabled the Members to participate at the EOGM through the VC / OAVM facility provided by NSDL. The instructions for participation at the EOGM through VC / OAVM by Members are given in Instructions part of this Notice.
As per the provisions under the MCA Circulars, Members attending the EOGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
In accordance with the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and amendments thereto and applicable provisions of the Listing Regulations, the Company has engaged the services of NSDL to provide the facility of voting through electronic means to the members to enable them to cast their votes electronically in respect of all the businesses to be transacted at the aforesaid Meeting.
Members joining the meeting through VC / OAVM, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting system at the EOGM. The Members who have cast their vote by remote e-voting prior to the EOGM may also join the EOGM through VC / OAVM but shall not be entitled to cast their vote again. If a Member casts votes by both modes i.e. e-voting system at EOGM and remote e-voting, voting done through remote e-voting shall prevail and voting done at the EOGM shall be treated as invalid.

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

Voting rights of the members (for voting through remote e-voting or e-voting system at the Meeting) shall be in proportion to shares of the paid-up equity share capital of the Company as on the cut-off date i.e. December 13, 2023 . A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners (as at the end of the business hours) maintained by the depositories, as on the cut-off date, shall only be entitled to avail the facility of remote e-voting or e-voting system at the Meeting.
In relation to permanent registration of email address, Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, Niche Technologies Private Limited, 7th Floor, Room, No. 7A & 7B, 3A, Auckland Place, Elgin, Kolkata – 700017, W.B.
All relevant documents referred to in the Explanatory Statement would be made available for inspection at the website of the Company at www.gallantt.com
Regulation 40 of the Listing Regulations, as amended, provides that from April 1, 2019, transfer of securities would not be processed unless the securities are held in the dematerialized form with depositories. In view of the same, now the shares cannot be transferred in the physical mode. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in the corporate actions. Members can contact Niche Technologies Private Limited, Registrar and Share Transfer Agents for assistance in this regard. However, members can continue to make request for transmission or transposition of securities held in physical form.
SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar and Share Transfer Agent.
Members holding shares in physical form are requested to send all the communications pertaining to shares of the Company including share transfer lodgements, intimation of changes pertaining to their bank account details, mandates, nominations, change of address, e-mail id etc., if any, immediately to Niche Technologies Private Limited or to the Company at its Registered office. Members holding shares in electronic form must intimate the changes, if any, to their respective Depository Participants (DPs) only.
Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
Members holding shares in single name and physical form can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed Form SH-13 duly filled in to Niche Technologies Private Limited or Email on [email protected]. Members holding shares in electronic mode may contact their respective Depository Participants, with whom they are maintaining their demat accounts, for availing this facility.
Voting through electronic means: In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, the Company is providing facility to

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

exercise votes on resolutions proposed to be passed in the Meeting by electronic means, to members holding shares as on December 13, 2023 (as at the end of the business hours) being the cut-off date for the purpose of Rule 20(4)(vii) of the said rules fixed for determining voting rights of members, entitled to participate in the remote e-voting process, through the e-voting platform provided by NSDL from a place other than the venue of the Meeting (remote e-voting).

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 9.00 a.m. (IST) on Sunday, December 17, 2023 and end of remote e-voting: Up to 5.00 p.m. (IST) on Tuesday, December 19, 2023.

The remote e-voting will not be allowed beyond the aforesaid date and time and the e- voting module shall be disabled by NSDL upon expiry of aforesaid period. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being December 13, 2023.

The Board of Directors has appointed Mr. Anurag Fatehpuria (M. No. 34471/ C.P. - 12855), Practicing Company Secretary as the “Scrutinizer” for the purpose of scrutinizing the process of remote e-voting and e-voting system at the Meeting in a fair and transparent manner. The Scrutinizer shall, immediately after the conclusion of the Meeting, count the votes cast at the Meeting and thereafter, unblock the votes cast through remote e-Voting in presence of at least two witnesses not in employment of the Company and submit a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, not later than two working days of the conclusion of the Meeting. Thereafter, the Results of e-Voting shall be declared forthwith by the Chairman or by any other director/person duly authorised in this regard. The Results declared along with the Report of the Scrutinizer shall be placed on the Company’s website (www.gallantt.com) and on the e-Voting website of NSDL (www.evoting.nsdl.com) immediately after the results are declared and shall simultaneously be communicated to the Stock Exchanges where the equity shares of the Company are listed. The results declared along with the said Report shall also be made available for at least 3 days on the Notice Boards of the Company at its Registered Office in New Delhi and at the Head Office at Gorakhpur.
As the EOGM is being held through VC / OAVM, the route map is not annexed to this Notice.

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22. INSTRUCTION FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE EOGM THROUGH VC/OAVM ARE AS UNDER:-

The remote e-voting period begins on Sunday, December 17, 2023 at 9:00 A.M. and ends on Tuesday, December 19, 2023 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. December 13, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being December 13, 2023.

PROCEDURE AND INSTRUCTIONS FOR E-VOTING

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

How do I vote electronically using NSDL e-Voting system?

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on New System My Easi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e- Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistr ation Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress and also be able to directly access the systems of all e-voting service providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login Type	Helpdesk Details
	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at

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GALLANTT ISPAT LIMITED

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			[email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL			Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 or 022-23058542-43
B). Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below:
Manner Demat Physical	of holding shares i.e. (NSDL or CDSL) or	Your User ID is:
a) For Members who hold shares in demat account with NSDL.		8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.		16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.		EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
5. Password 6. details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. December 13, 2023 may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting

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GALLANTT ISPAT LIMITED

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your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. December 13, 2023 may follow steps mentioned in the Notice of the EOGM under Step 1: “Access to NSDL e- Voting system” (Above). 3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EOGM ARE AS UNDER:

The procedure for e-Voting on the day of the EOGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the EOGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EOGM.
Members who have voted through Remote e-Voting will be eligible to attend the EOGM. However, they will not be eligible to vote at the EOGM.

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EOGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EOGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the EOGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] between Wednesday, December 13, 2023 (9.00 a.m. IST) and Tuesday, December 19, 2023 (5.00 p.m. IST). The same will be replied by the company suitably.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the EOGM.
Members who need assistance before or during the EOGM, can contact Ms. Pallavi Mhatre, Manager, NSDL at [email protected] or call 1800 1020 990 / 1800 22 44 30.

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The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e., December 13, 2023 and a person who is not a member as on the cut-off date should treat the Notice for information purposes only.

For Gallantt Ispat Limited

Place: New Delhi Date: November 02, 2023

Nitesh Kumar (Company Secretary) M. No. F7496

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice dated November 02, 2023 and shall be taken as forming part of the Notice.

ITEM NO. 1

To fix borrowing powers under Section 180(1)(c) of the Companies, Act, 2013.

Members of the Company are hereby informed that keeping in view the Company's existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various banks and/or financial institutions and/ or any other lending institutions and/or bodies corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in ordinary course of business) may exceed the aggregate of the paid-up capital and free reserves and security premium of the Company. In terms of the provisions of Section 180(1)(c) of the Companies Act, 2013 (the “Act”) the power to borrow money in excess of the paid-up share capital, free reserves and security premium account and creation of security on such borrowing can be exercised by the Board of Directors only with the consent of the shareholders obtained by a special resolution.

In view of the above, the Board of Directors recommend the resolution as set out under Item No. 1 of the Notice of EOGM for approval of the Members of the Company as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 1 of the Notice.

ITEM NO. 2

Authority for Creation of Charges on the Movable and Immovable Properties of the Company in respect of Borrowings under Section 180(1)(a) of the Companies, Act, 2013.

In the normal course of business, the Company from time to time is required to avail Term Loans, Working Capital, External Borrowings or any other financial accommodation. A charge on the assets/properties of the Company, both present and future, is normally given as security for such borrowings. As the documents to be executed for the creation of such charge/mortgages from time to time to secure such borrowings, may contain the power to take over the management of the Company in certain events, it is necessary for the shareholders to pass a resolution under Section 180(1)(a) of the Companies Act, 2013 for the creation of the mortgage/charge as set out in this resolution.

Under the provisions of Section 180 (1) (a) of the Companies Act, 2013, the above powers can be exercised by the Board only with the consent of the shareholders obtained by a special resolution. Therefore, in order to enable the Board of Directors of the Company to borrow money for the business needs of the Company and to create such charges, mortgages and hypothecations to secure the amount borrowed by the Company, it is proposed to fix the borrowing limits to Rs. 1,000 Crore (Rupees One Thousand Crore only) or as defined in the aforesaid resolutions.

As such, it is necessary to obtain approval of the shareholders by means of a special resolution, to enable the Board of Directors of the Company to create charge / mortgage / hypothecation on the Company’s assets, both present and future, in favour of the lenders/ trustees for the holders of debentures / bonds, to secure the repayment of moneys borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business). As the documents to be executed between the Company and the lenders may contain the power to take over the management of the Company in certain events, it is necessary to obtain Members’ approval under Section 180 (1) (a) of the Companies Act, 2013, by way of a special resolution.

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

The Board of Directors recommends the resolution set out in Item No. 2 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 2 of the Notice.

ITEM NO. 3 Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Director of the Company.

Mr. Prem Prakash Agrawal was serving as a Director of erstwhile Gallantt Ispat Limited (amalgamated with the Company) having plant at Gorakhpur and Mr. Prem Prakash Agrawal was looking after factory operations of the Company together with other assigned jobs. The Company management was of the view to appoint an experienced officer to look after factory operations, marketing and general administration at Gorakhpur factory on full time basis. Name of Mr. Prem Prakash Agrawal was suggested for the same as he has vast experience in corporate culture.

Mr. Prem Prakash Agrawal is related to the Promoter as well as Chairman and Managing Director Mr. Chandra Prakash Agrawal. Further, Mr. Prem Prakash Agrawal forms part of Promoter Group of the Company having an experience of more than 25 years in the steel industry. He is a Commerce Graduate from Gorakhpur University. Mr. Prem Prakash Agrawal is involved in the operations of the steel manufacturing facility of the erstwhile Gallantt Ispat Limited. He was involved in setting up of the operations of erstwhile Gallantt Ispat Limited and has been instrumental in the implementation of technological advances made in the manufacturing processes of erstwhile Gallantt Ispat Limited. During this period, the erstwhile Gallantt Ispat Limited completed and achieved various targets and plans and erstwhile Gallantt Ispat Limited achieved higher levels of growth. His expertise in the steel and power businesses has been instrumental in contributing to the growth of erstwhile Gallantt Ispat Limited.

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee and Audit Committee, at their meeting held on November 02, 2023 appointed Mr. Prem Prakash Agrawal as an Additional Director in terms of Section 161 of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a Member proposing the candidature of Mr. Prem Prakash Agrawal for the office of Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Prem Prakash Agrawal requisite disclosures; consent to act as a Director, declaration and other undertakings as may be required under provisions the Companies Act, 2013 and rules made thereunder. In the opinion of the Board of Directors, Mr. Prem Prakash Agrawal, the Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder. Mr. Prem Prakash Agrawal holds 73,34,667 equity shares in the Company. The resolution set forth in Item No. 3 seeks the approval of Members for the appointment of Mr. Prem Prakash Agrawal as a Director retiring by rotation.

The Board of Directors recommends the resolution set out in Item No. 3 of the Notice of EOGM for approval of the Members as an ordinary resolution. None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Prem Prakash Agrawal, Mr. Chandra Prakash Agrawal (Chairman & Managing Director) and Mr. Mayank Agrawal (Chief Executive Officer), are in any way concerned or interested, financially or otherwise, in the proposed resolution.

ITEM NO. 4

Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Whole-time Director of the Company.

At their meeting held on November 02, 2023 the Board of Directors of the Company appointed Mr. Prem Prakash Agrawal as a Whole-time Director of the Company for a period of 5 (five) years effective from November 02, 2023. Accordingly, the Board of Directors has determined the remuneration payable to Mr. Prem Prakash Agrawal as a Whole-time Director. The said appointment of Mr. Prem Prakash Agrawal as a Whole-time Director as well as the remuneration is

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

subject to the approval by the Members in the EOGM. Pursuant to the provisions of Section 196, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, Mr. Prem Prakash Agrawal is appointed as the Whole-time Director of the Company upon the terms of remuneration given below in brief:

Salary: At the rate of Rs. 5,00,000/- (Rupees Five Lac only) per month from November 02, 2023 in the scale of Rs. 5,00,000/- Rs. 25,000/- Rs. 6,25,000/- with provision for annual increment of Rs. 25,000/from the beginning of the Financial Year.

Sitting Fees: The Whole-time Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Gratuity, Encashment of Leave, Provident Fund etc.: He will be entitled to Gratuity, Encashment of Leave, Provident Fund etc. as per rules of the Company.

Mr. Prem Prakash Agrawal’s vast experience and continuing guidance will help to contribute extensively towards the growth of the Company. He does not hold directorship in any other Company. The Board recommends adoption of the resolution set forth in Item No. 4 for the approval of members by way of a special resolution. The terms and conditions of his appointment as mentioned in the agreement entered by the Company with Mr. Prem Prakash Agrawal will be available for inspection at the website of the Company under the investors section and online during the EOGM through VC/OAVM.

None of the Directors, Key Managerial Personnel of the Company and their relatives, except Mr. Prem Prakash Agrawal, Mr. Chandra Prakash Agrawal (Chairman & Managing Director) and Mr. Mayank Agrawal (Chief Executive Officer), are in any way concerned or interested in this resolution.

ITEM NO. 5

Approval of loans, investments, guarantee or security under Section 185 of Companies Act, 2013.

Members of the Company are hereby informed that pursuant to the provisions of Section 185 of the Companies Act, 2013 ('Act'), a Company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the director of the company is interested, subject to the condition that —

(a) a special resolution is passed by the company in general meeting; and

(b) the loans are utilised by the borrowing company for its principal business activities.

Members of the Company are hereby further informed that the Company may have to render support for the business requirements of its group entities/ persons covered under the category of 'a person in whom any of the director of the company is interested' as specified in the explanation to

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

sub-section (b) of Section 2 of the Section 185 of the Act (“Entities”), from time to time. Therefore, the Board of Directors seek consent of the Members by way of a special resolution pursuant to Section 185 of the Act for making loan(s) or providing financial assistance or providing guarantee or securities in connection with the loans taken or to be taken by the Entities, as may be required from time to time, which shall be utilised for principal business activities of such Entities. The Members may note that Board of Directors would carefully evaluate proposals and provide such loan, guarantee or security through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, only for principal business activities of such Entities.

The Board of Directors recommends the resolution set out in Item No. 5 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 5 of the Notice.

ITEM NO. 6

Appointment of Mrs. Smita Modi (DIN: 01141396) as a Non-Executive Independent Director of the Company.

Mrs. Smita Modi was serving as an Independent Director of erstwhile Gallantt Ispat Limited (amalgamated with the Company). In erstwhile Gallantt Ispat Limited she was also serving as the Chairperson of the Audit Committee. The Company management was of the view to appoint her as an Independent Director in the Company as her experience and administrative skills shall prove to be an advantage to the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on November 02, 2023 approved the appointment of Mrs. Smita Modi (DIN: 01141396) as an Additional Director in the category of Independent Director, not liable to retire by rotation, for a term of 5 (five) years with effect from November 02, 2023.

Pursuant to Regulation 17(1C) of the Listing Regulations, the directorship of Mrs. Smita Modi has to be approved by the Members at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. The proposed special resolution as set out at Item No. 6 of this Notice, has been proposed keeping in sight the said requirement. Appropriate notice has been received from a member proposing candidature of Mrs. Smita Modi as a Director of the Company pursuant to Section 160 of the Act.

The Company has received declaration from Mrs. Smita Modi that she meets with the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations. The Board opines that Mrs. Smita Modi fulfils the conditions specified under Section 149(6) and Schedule IV of the Act, Regulation 16 of the Listing Regulations and also that she is independent of the management. Mrs. Smita Modi is not disqualified from being appointed as a Director in terms of Section 164 of the Act and she has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI order or of any other such authority.

Mrs. Smita Modi, aged about 68 years completed her graduation and post-graduation in Obstetrics and Gynaecology from BRD Medical College, Gorakhpur. She is successfully running a Nursing Home along with associated actively in Arogya Mandir, a naturopathy centre. Arogya Mandir was established by famous naturopath and freedom fighter late Vithal Das Modi in 1940.

Appointment letter setting out the terms of appointment of Mrs. Smita Modi as an Independent Director will be available for inspection at the website of the Company under the investors section and online during the EOGM through VC/OAVM.

The Board of Directors recommends the resolution set out in Item No. 6 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

**************

Personnel of the Company or their respective relatives, except Mrs. Smita Modi are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 6 of the Notice.

ITEM NO. 7

Appointment of Mr. Pankaj Khanna (DIN: 10377030) as a Non-Executive Independent Director of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on November 02, 2023 approved the appointment of Mr. Pankaj Khanna (DIN: 10377030) as an Additional Director in the category of Independent Director, not liable to retire by rotation, for a term of 5 (five) years with effect from November 02, 2023.

Pursuant to Regulation 17(1C) of the Listing Regulations, the directorship of Mr. Pankaj Khanna has to be approved by the Members at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. The proposed special resolution as set out at Item No. 7 of this Notice, has been proposed keeping in sight the said requirement. Appropriate notice has been received from a member proposing candidature of Mr. Pankaj Khanna as a Director of the Company pursuant to Section 160 of the Act.

The Company has received declaration from Mr. Pankaj Khanna that he meets with the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations. The Board opines that Mr. Pankaj Khanna fulfils the conditions specified under Section 149(6) and Schedule IV of the Act, Regulation 16 of the Listing Regulations and also that he is independent of the management. Mr. Khanna is not disqualified from being appointed as a Director in terms of Section 164 of the Act and he has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or of any other such authority.

Mr. Pankaj Khanna, aged about 36 years is a qualified Company Secretary from the Institute of Company Secretaries of India. He has more than 10 (ten) years of rich and varied expertise in finance, accounts, taxation and law.

Appointment letter setting out the terms of appointment of Mr. Pankaj Khanna as an Independent Director will be available for inspection at the website of the Company under the investors section and online during the EOGM through VC/OAVM.

The Board of Directors recommends the resolution set out in Item No. 7 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. Pankaj Khanna are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 7 of the Notice.

ITEM NO. 8

Re-appointment of Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director of the Company to be designated as Director – Plant Operation.

The tenure of Mr. Prashant Jalan (DIN: 06619739) as Whole-time Director (Director – Plant Operation) was upto November 03, 2023. Subject to the approval of the Shareholders in the next General Meeting, the Board of Directors of the Company in their meeting held on November 02, 2023, pursuant to the approval of the Nomination and Remuneration Committee and the Audit Committee, has approved the re-appointment of Mr. Prashant Jalan as Whole-time Director of the Company for a period of 3 (three) years w.e.f. November 04, 2023.

Mr. Prashant Jalan is having an overall experience of 28 years including 14 years in the steel industry. He has completed a one-year Diploma in Material & Supply Chain Management from IMT, Gaziabad in the year 2012. Mr. Prashant Jalan has contributed extensively towards the growth of

~~20~~

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

the Company and has been actively responsible together with other officers for the installation, implementation and functioning of units of the project of the Company and attainment of the highest standards of quality. His area of job is diversified and looking after day to day factory operations of the Company. During his tenure and under his Directorship, the Company has completed and achieved various targets and plans and the Company achieved higher levels of growth. His expertise in the steel and power businesses has been instrumental in contributing to the growth of the Company.

In view of the significant contributions made by him, the Board of Directors recommended the reappointment of Mr. Prashant Jalan as a Whole-time Director to be designated as Director – Plant Operation for a period of 3 (three) years on the remuneration as detailed herein below, which shall be effective from November 04, 2023. The proposed remuneration of Mr. Prashant Jalan will be within overall limit of Schedule V of the Companies Act, 2013.

Briefly, the terms and conditions of the re-appointment and remuneration of Mr. Prashant Jalan are as follows:

Salary: At the rate of Rs. 1,00,000/- (Rupees One Lakh Only) per month from November 04, 2023.

Commission: No commission shall be paid.

Sitting Fees: The Director Plant Operation shall not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

Gratuity and Encashment of Leave: He will be entitled to Gratuity and Encashment of Leave as per rules of the Company.

Re-appointment of Mr. Prashant Jalan, including fixing his remuneration, is considered reasonable by the Board. Accordingly, in terms of Sections 2(94), 196, 197, 198 and 203 read with Schedule V to the Act, the re-appointment of Mr. Prashant Jalan as a Whole-time Director of the Company, designated as Director – Plant Operation as stated above, is now being proposed before the Members of the Company for their approval.

In terms of the provisions of the Act, Mr. Prashant Jalan has filed requisite consent(s) and disclosures before the Board. The Company has also received an intimation from Mr. Prashant Jalan in Form DIR - 8 to the effect that he is not disqualified and further confirming that he is not debarred by virtue of any order passed by the Securities and Exchange Board of India, Ministry of Corporate Affairs, any Court or any such other Statutory Authority, to be re-appointed / continue as a Director in any Company.

Mr. Prashant Jalan satisfies all the conditions as set out in Part I of Schedule V as also under subsection (3) of Section 196 of the Companies Act, 2013 for being eligible to be appointed as a Wholetime Director of the Company. He is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Documents referred to in this Explanatory Statement including the Agreement relating to reappointment of Mr. Prashant Jalan shall be made available for inspection at the website of the Company under the investors section and online during the EOGM through VC/OAVM.

~~21~~

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GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

The Board of Directors recommends the resolution set out in Item No. 8 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. Prashant Jalan are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 8 of the Notice.

ITEM NO. 9

Re-appointment of Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) as an Independent Director of the Company for a second term of 5 (five) consecutive years.

In accordance with Section 149(10) and (11) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board's Report. The aforesaid Director fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Ashtbhuja Prasad Srivastava was appointed as an Independent Director of the Company for the first term for a period of 5 (five) consecutive years from April 29, 2019 up to April 28, 2024. His appointment was also approved by the members at the Annual General Meeting of the Company held on September 26, 2019.

In terms of Section 149 read with Schedule IV of the Companies Act, 2013 and the SEBI Listing Regulations including any amendment thereto or any modification thereof, considering the skills, experience, knowledge he possesses and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company recommended the reappointment of Mr. Ashtbhuja Prasad Srivastava for a second consecutive term of 5 (five) years with effect from April 29, 2024 up to April 28, 2029 to the Members for approval.

The Company has received declaration from Mr. Ashtbhuja Prasad Srivastava that he meets with the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations. The Board opines that Mr. Srivastava fulfils the conditions specified under Section 149(6) and Schedule IV of the Act, Regulation 16 of the Listing Regulations and also that he is independent of the management. Mr. Srivastava is not disqualified from being appointed as a Director in terms of Section 164 of the Act and he has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI order or of any other such authority.

The terms and conditions of appointment of Independent Director are available on the Company’s website.

Mr. Ashtbhuja Prasad Srivastava is a Retired Chief Commissioner of Income Tax Department and has a vast experience of 40 years in the field of finance, accounts, taxation and audit. His vast expertise would be an asset for the Company as he would prove to be an accomplished team leader, mentor and motivator with excellent administrative capabilities. He has the expertise to formulate effective strategies, innovative tax planning and effectively manage compliance of taxation law. The Board is of the opinion that the said Director possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be of immense benefit to the Company to have his association with the Company as an Independent Director of the Company. He will be eligible for payment of sitting fees as approved by the Board from time to time.

Regulation 17(1A) of the Listing Regulations, inter alia, provides that “no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy-five) years unless it is approved by the members by passing a special resolution to that effect.” Mr. Ashtbhuja Prasad Srivastava will attain the age of 75 years

~~22~~

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

during his second consecutive term of 5 (five) years and hence continuation beyond 75 years requires the approval of Members by way of a special resolution.

The Board of Directors recommends the resolution set out in Item No. 9 of the Notice of EOGM for approval of the Members as a special resolution. None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr. Ashtbhuja Prasad Srivastava are concerned or interested, whether financially or otherwise, in the resolution mentioned at Item No. 9 of the Notice.

For Gallantt Ispat Limited

Place: New Delhi Date: November 02, 2023

Nitesh Kumar (Company Secretary) M. No. F7496

~~23~~

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

Details of Directors seeking appointment/re-appointment/continuation of the appointment as per Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India:

Name of the Director	Mr. Prem Prakash Agrawal	Mrs. Smita Modi	Mr. Pankaj Khanna
Father’s Name	Late Govind Prasad Agrawal	Shri Ganga Saran Shukla	Shri Pawan Khanna
Designation of Director and Category	Whole-time Director, Executive Director	Independent Director, Non-Executive	Independent Director, Non-Executive
Date of Birth / Age	17.04.1966 / 57years	11.10.1955 / 68years	03.12.1987 / 36years
Nationality	Indian	Indian	Indian
Director Identification No.	01397585	01141396	10377030
Date of First Appointment on Board	02.11.2023	02.11.2023	02.11.2023
Terms and Conditions of Appointment	As per the Agreement and specifically detailed in the resolution above	As per the Letter of Appointment	As per the Letter of Appointment
Experience and expertise in specific functional areas	Mr. Prem Prakash Agrawal aged about 57 years has more than 25 years of experience in the steel industry. He has immense expertise and knowledge in factory operations, marketing and general administration.	Mrs. Smita Modi aged about 68 years has vast experience of more than 30 years in the field of Administration.	Mr. Pankaj Khanna, aged about 36 years has more than 10 years of rich and varied expertise in finance, accounts, taxation and law.
Qualification	Bachelor of Commerce from Gorakhpur University	M.B.B.S. BRD Medical College, Gorakhpur	Company Secretary (CS) from the Institute of Company Secretaries of India
Directorship held in other Companies including listed companies	Nil	Nil	Nil
Names of listed entities from which he/she has resigned in the past three years	Nil	Nil	Nil
Chairman/Member of the Committee of the Board of Directors of the Company	Nil	Nil	Nil
Chairman/Member of the Committee of the Board of Directors of other companies in which he/she is a director	Nil	Nil	Nil

~~24~~

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

*****	****	****	***	**	****
Relationships with other Directors, Manager and Key Managerial Personnel of the Company	Mr. Prem Prakash Agrawal is the younger brother of Mr. Chandra Prakash Agrawal, Chairman and Managing Director of the Company as well as uncle of Mr. Mayank Agrawal, CEO of the Company.		No relation		No relation
Number of shares held in the Company	73,34,667 equity shares		Nil		Nil
No. of Board meetings attended during theyear	Not Applicable		Not Applicable		Not Applicable
Remuneration drawn in financial year 2022-23 (including sitting fees, if any)	Not Applicable		Not Applicable		Not Applicable

Name of the Director		Mr. Prashant Jalan		Mr. Ashtbhuja Prasad Srivastava
Father’s Name		Shri Shyam Sunder Jalan		Shri Umashanker Lal Srivastava
Designation of Director and	Category	Whole-time Director, Executive Director		Independent Director, Non-Executive
Date of Birth / Age		01.07.1974 / 49 years		24.06.1951 / 72 years
Nationality		Indian		Indian
Director Identification No.		06619739		08434115
Date of First Appointment on	Board	04.11.2020		29.04.2019
Terms and Conditions of Appointment		As per the Agreement and specifically detailed in the resolution above		As per the Appointment Letter
Experience and expertise in specific functional areas		Mr. Prashant Jalan has an overall experience of over 28 years including 14 years in steel industry. He has expertise in installation, implementation, maintaining highest standard of quality and other factory operations.		Mr. Ashtbhuja Prasad Srivastava aged about 72 years has a vast experience of more than 40 years in the field of finance, accounts, taxation and audit. He has the expertise to formulate effective strategies, innovative tax planning and effectively manage compliance of taxation law.
Qualification		B. Com (H) from Lucknow University, Diploma in Material & Supply Chain Management from IMT, Ghaziabad		M. Sc (Physics) from University of Gorakhpur and Gold Medallist in

~~25~~

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

*******	*******	****
		Income Tax (IT) Law, NADT, Nagpur
Directorship held in other Companies including listed companies	Nil	Nil
Names of listed entities from which he/she has resigned in the past three years	Nil	Nil
Chairman/Member of the Committee of the Board of Directors of the Company	Nil	Chairman of Audit Committee
Chairman/Member of the Committee of the Board of Directors of other companies in which he/she is a director	Nil	Nil
Relationships with other Directors, Manager and Key Managerial Personnel of the Company	No relation	No relation
Number of shares held in the Company	Nil	Nil
No. of Board meetings attended during the year	4 (Four)*	4 (Four)*
Remuneration drawn in financial year 2022-23 (including sitting fees, if any)	11.08 Lakhs p.a.	0.70 lakhs p.a. (sitting fees)

* During the current financial year number of board meetings held till the EOGM Notice date are 4 (four).

~~26~~

AI assistant

GALLANTT ISPAT LIMITED — Proxy Solicitation & Information Statement 2023

60941_rns_2023-11-23_1e705b7a-ae72-45f2-bfa5-95ce9d2e036a.pdf

GALLANTT ISPAT LIMITED

NOTICE

ITEM NO. 1

ITEM NO. 2

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 3

Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Director of the Company and in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

ITEM NO. 4

Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Whole-time Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 5

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 6

Appointment of Mrs. Smita Modi (DIN: 01141396) as a Non-Executive Independent Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

ITEM NO. 7

Appointment of Mr. Pankaj Khanna (DIN: 10377030) as a Non-Executive Independent Director of the Company and in this regard if thought fit, to pass the following Resolution as a Special Resolution:

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 9

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

22. INSTRUCTION FOR MEMBERS FOR REMOTE E-VOTING AND JOINING THE EOGM THROUGH VC/OAVM ARE AS UNDER:-

PROCEDURE AND INSTRUCTIONS FOR E-VOTING

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

How do I vote electronically using NSDL e-Voting system?

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Login method for Individual shareholders holding securities in demat mode is given below:

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

GALLANTT ISPAT LIMITED

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GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

GALLANTT ISPAT LIMITED

**************

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EOGM ARE AS UNDER:

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EOGM THROUGH VC/OAVM ARE AS UNDER:

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

ITEM NO. 1

To fix borrowing powers under Section 180(1)(c) of the Companies, Act, 2013.

ITEM NO. 2

Authority for Creation of Charges on the Movable and Immovable Properties of the Company in respect of Borrowings under Section 180(1)(a) of the Companies, Act, 2013.

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 3 Appointment of Mr. Prem Prakash Agrawal (DIN: 01397585) as a Director of the Company.

ITEM NO. 4

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 5

Approval of loans, investments, guarantee or security under Section 185 of Companies Act, 2013.

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 6

GALLANTT ISPAT LIMITED

Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

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ITEM NO. 7

ITEM NO. 8

Re-appointment of Mr. Prashant Jalan (DIN: 06619739) as a Whole-time Director of the Company to be designated as Director – Plant Operation.

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

GALLANTT ISPAT LIMITED Registered Office: “GALLANTT HOUSE”, I-7, Jangpura Extension, New Delhi - 110014, India. Phone No.: +91-11-45048767; +91-33-46004831; Fax No.: +91-11-45048767 Email Id: [email protected]; Website: www.gallantt.com CIN: L27109DL2005PLC350524

ITEM NO. 9

GALLANTT ISPAT LIMITED Proxy Solicitation & Information Statement 2023