Directors Report of GK Consultants Ltd.

Mar 31, 2025

The Board of your Company is delighted in presenting its 37^th Annual Report. The Report is being
presented along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	For the year ended
	March 31, 2025	March 31, 2024
Total Revenue from Operations	6155.49	10991.30
Total Expenses	5793.10	9105.72
Profit/(Loss) Before Tax	368.66	1885.59
Provisions for Taxes	-	-
Profit/(Loss) before Tax	368.66	1885.59
Deferred tax	93.00	459.81
Earnings Per Share (Re.)	0.05	0.27

NBFC REGISTRATION

Your Company is a Non-Banking Financial Company registered with RBI vide Certificate of
Registration No. B- 14.00143 dated 12.09.2001. The Company is regular in making compliances of
various rules and regulations made by RBI for NBFCs.

COMPANY’S PERFORMANCE

For the fiscal year ending March 31, 2025, the company achieved a revenue of ^6,155.49 thousands,
compared to ^10,991.30 thousands in the previous year. Total expenses were reduced to
?5,793.10thousands from ^9,105.72 thousands. As a result, Profit Before Tax (PBT) declined sharply
to ^368.66 thousands, down 80% from ?1,885.59thousands in FY 2023-24.

Earnings per share (EPS) correspondingly decreased to ?0.05 from ?0.27, underscoring the impact of
margin compression.

Your directors are putting in their best efforts for exploring more business opportunities so as to
increase the growth and profitability of the Company in the years to come.

A detailed discussion on the business performance and future outlook has been given in ‘Management
Discussion and Analysis Report’ (MDAR).

SHARE CAPITAL:

CHANGES IN THE CAPITAL STRUCTURE:

During the year under review, the Authorized Share Capital of the Company increased from existing
Rs. 6,00,00,000/- (Rupees Six Crores) consisting of 60,00,000 (Sixty Lakh) equity shares of Rs.10/-
(Rupees Ten Only) each to Rs. 12,00,00,000/- (Rupees Twelve Crores Only) consisting of 1,20,00,000
(One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupee Ten) each by inserting 60,00,000 Equity
Shares of Rs. 10 each vide resolution passed on May 17, 2024 through Extra-ordinary General Meeting.

PREFERENTIAL ALLOTMENT:

During the financial year 2024-25, the Company raised funds through the preferential allotment of
warrants convertible into equity shares in accordance with the provisions of Section 62(1)(c) and other
applicable provisions of the Companies Act, 2013, read with applicable rules and in compliance with
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The Board of Directors, after obtaining the approval of shareholders in the Annual General Meeting
held on September 28, 2024, allotted 60, 00,000 convertible warrants on a preferential basis, each
carrying a right to apply for and be allotted one equity share of face value ?10 each at a price of ^15.30
per equity share (including a premium of ?5.30 per share), aggregating to ?9, 18, 00,000.

An amount equivalent to 25% of the issue price, was received upfront on the date of allotment of
warrants in accordance with the applicable regulatory requirements. The balance 75% has been paid by
the warrant holders at the time of exercise of the option to convert the warrants into equity shares on
February 11, 2025.

The object of the preferential issue is to meet working capital.

The Company has complied with all applicable provisions of the Companies Act, 2013 and SEBI
Regulations with respect to the aforesaid issue.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLE OF
ASSOCIATION (AOA)

Pursuant to the approval of the members at the Extra-ordinary General Meeting held on May 17, 2024,
Clause V of the Memorandum of Association (‘Capital Clause’) was amended to increase the authorized
share capital from ^6,00,00,000 (divided into 60,00,000 equity shares of ?10 each) to ^12,00,00,000
(divided into 1,20,00,000 equity shares of ?10 each). Consequential amendments were made to both the
Memorandum of Association and the Articles of Association.”

Further, at the Board Meeting held on May 30, 2025, the Board approved (subject to shareholder
approval at the forthcoming Annual General Meeting and requisite regulatory filings) the alteration of
the Main Object Clause of the Memorandum. The proposed changes aim to authorize the Company to
expand into lending secured by movable and immovable assets—including gold, jewellery, vehicles,
property, shares, debentures, and other financial instruments—and to conduct lending activities via
loans, advances, hire-purchase, leasing, and other modes with or without security, in accordance with
applicable regulations governing Non-Banking Financial Companies (NBFCs).

The proposed amendment is in line with the Company’s strategic objectives to diversify its lending
portfolio and extend its customer base. The alteration will be effected through a special resolution at the
upcoming AGM and will be followed by filings with the Registrar of Companies and other relevant
authorities, in accordance with Sections 13 and 61 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated Financial
Statements read with IND AS - 28 on Accounting for Investments in Associates, the audited
Consolidated Financial Statements are not applicable to your Company hence no information is being
provided.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of Business.

PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your Company does not have any Subsidiaries, Joint Venture and Associates Companies. Accordingly,
no information is provided in respect of changes therein.

MATERIAL SUBSIDIARIES

The Company does not have any subsidiary including Material Subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the composition of the Board is in conformity with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has an optimum combination of executive, non-executive and independent directors,
including a woman director.

The Board comprises 5 (Five) Directors, which includes:

• 1 (One) Managing Director (Executive Director),

• 1 (One) Non-Executive Non-Independent Director, and

• 3 (Three) Non-Executive Independent Directors, including 1 (One) Woman Director.

• Mrs. Saroj Gupta is the Chief Financial Officer of the Company.

• Mrs. Khushambi is the Company Secretary of the Company.

The composition of the Board reflects a balanced mix of professionalism, knowledge, and experience
in diverse fields, which enhances the quality of its deliberations and decision-making.

CHANGES IN KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013, read with the
applicable Rules made thereunder, as amended from time to time, and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the following changes took
place in the composition of the Board during the year under review:

• Mr. Piyush Prakash, Non-Executive Independent Director, ceased to be a Director of the
Company upon completion of his tenure on September 29, 2024.

• Mr. Parameswaran Subramaniam, Non-Executive Independent Director, ceased to be a
Director of the Company upon completion of his tenure on September 29, 2024.

• Mr. Anil Kumar Goel, Executive Director, resigned from the Board with effect from the close
of business hours on April 11, 2024, due to advanced age and health issues.

• Mr. Rajan Gupta was appointed as an Executive Director at the Board Meeting held on April

18, 2024, and his appointment was regularized by the shareholders at the Extra-Ordinary
General Meeting held on May 17, 2024, for a term of three years from April 18, 2024 to April
17, 2027. He subsequently resigned from the post with effect from the close of business hours
on August 22, 2024, due to personal reasons.

• Mr. Bakhshish Gupta was appointed as a Non-Executive Non-Independent Director at the
Board Meeting held on August 29, 2024, and his appointment was regularized by the
shareholders at the Annual General Meeting held on September 28, 2024.

• Mr. Y ash Saraswat was appointed as an Independent Director at the Board Meeting held on
March 09, 2024, and his appointment was regularized by the shareholders at the Extra-Ordinary
General Meeting held on May 17, 2024, for a term of five years from March 09, 2024 to March
08, 2029.

• Mr. Nitin Batri was appointed as an Independent Director at the Board Meeting held on March

19, 2024, and his appointment was regularized by the shareholders at the Extra-Ordinary

General Meeting held on May 17, 2024, for a term of five years from March 19, 2024 to March
18, 2029.

• Mrs. Saroj Gupta, who was serving as the Chief Financial Officer (CFO), has been appointed
as the Managing Director (MD) of the Company with effect from May 30, 2025, and
consequently, she ceased to act as CFO.

• Mr. Pradeep Kumar Misra was appointed as an Additional Director and Chief Financial Officer
(CFO) with effect from May 30, 2025. His appointment as a Director is subject to regularization
at the ensuing Annual General Meeting.

• Mrs. Geeta Hans and Mrs Divya Malini Gupta resigned from the position of Independent
Director and Managing Director respactively of the Company with effect from the close of
business hours on May 30, 2025, due to personal reasons and other pre-occupations.

The Board places on record its appreciation for the valuable contributions made by the outgoing
Directors during their tenure and welcomes the newly appointed Directors to the Board.

DECLARATION OF INDEPENDENCE U/S 149(6)

The Board has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of
the Companies Act, 2013 and in the opinion of the Board they fulfill the conditions specified in the Act
and the Rules made thereunder and are Independent of the management.

BOARD MEETINGS

During Financial Year 2024-2025, the Board met 9 Times i. e. April 18, 2024; May 30, 2024; August
12, 2024; August 29 2024; October 15, 2024; October 22, 2024; October 28, 2024; February 11, 2025;
February 14, 2025.

The necessary quorum was present for all the meetings.

The Company holds the board meeting in compliance with law and the gap between two meetings did
not exceed one hundred and twenty days during the FY 2024-25. The detailed agenda and notes thereon
are sent to all the directors seven days in advance from the date of Board Meeting. The Managing
Director appraised the Board on the overall performance of the Company at every Board Meeting. The
Board reviews the performance of the Company and sets the strategy for future. The Board takes on
record the actions taken by the Company on all its decisions periodically.

For details, please Refer Report on Corporate Governance of the Financial Y ear 2024-25.

ANNUAL EVALUATION - BOARD AND ITS COMMITTEES

The Nomination and Remuneration (“NR”) Committee has laid down proper criteria and procedure to
evaluate and scrutinize performance of the Chairman, each Director (including Executive, Non¬
Executive and Independent Directors), of the Board as a whole and its committee.

As per laid down procedure, the Independent Directors held a separate meeting to review the
performance of the Chairman of the Company after considering the views of Executive and Non¬
Executive Directors. The Independent Directors also reviewed performance of every Executive and
Non-Executive Director of the Board. The performance evaluation of each Independent Director was
done by the entire Board (except the Independent Directors being evaluated).

The performance of each committee has been evaluated by its members and found to be highly
satisfactory. On the basis of this exercise, the NR Committee and the Board, after recognizing the
important contribution being made by each Independent Director has decided that all Independent
Directors should continue to be on the Board.

REMUNERATION POLICY

Your Company has set up a Nomination and Remuneration (‘NR’) Committee pursuant to Section 178
of the Act which has formulated a Policy for Directors’ Appointment and remuneration for Directors,
KMP and other employees. They have also developed the criteria for determining qualifications,
positive attributes and Independence of a Director including making Payments to Non-Executive
Directors, if any.

Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof, Remuneration
details of the Employees, KMPs and Directors along with the details of the Ratio of the Remuneration
of each Director to the Median Employee’s Remuneration Forms Part of the Report and are attached
as Annexure - I.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is
to the best to their knowledge and belief and according to the information and explanations obtained by
them:

a. that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025,
the applicable Accounting Standards have been followed along with proper explanation relating
to Material Departures;

b. that Appropriate Accounting Policies have been Selected and applied consistently and
Judgments and Estimates that are reasonable and Prudent have been made so as to give a true
and fair view of the State of Affairs as at March 31, 2025 and of the Profit of your Company
for the Financial Year ended March 31, 2025;

c. that Proper and Sufficient care has been taken for the Maintenance of adequate accounting
Records in accordance with the Provisions of the Act, for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities;

d. that the Annual Accounts for the Financial Year ended March 31, 2025 have been prepared on
a going concern basis;

e. that the Directors have laid down Internal Financial Controls which were followed by the
Company and that such Internal Financial Controls are adequate and were operating effectively;
and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

At G.K. Consultants Limited, it is our firm belief that the essence of Corporate Governance lies in the
phrase ‘Your Company’. It is ‘Your’ Company because it belongs to you - the shareholders. The
Chairman and Directors are ‘Your’ fiduciaries and trustees. Their objective is to take the business
forward in such a way that it maximizes ‘Your’ long-term value.

The Company believes that the Code of Corporate Governance is an excellent tool to secure the
Corporate Excellence in the country. Hence, the Company is in full Compliance with the Norms and
disclosures that have to be made on Corporate Governance as per the Requirements of Schedule V(C)
of Listing Regulations.

The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate
Governance and best management practices being followed. The Code is available on the website of
your Company www.gkconsultantsltd.com.

A Report on Corporate Governance along with ’Certificate on its compliance is annexed hereto as
Annexure - II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed chapter on ‘Management Discussion and Analysis’ (MDA), pursuant to Regulation 34 and
Schedule V(E) of Listing Regulations, is annexed hereto as Annexure - III and forms part of this
Annual Report.

TRANSFER TO GENERAL RESERVE

During the year under review, the Company has not transferred any amount to General Reserves.
CONTINGENT PROVISION ON STANDARD ASSETS

Your Company has created a general provision of Rs. 462.61 thousands at 0.40% of the outstanding
standard assets as per notification no. RBI/2014-15/299 dated 10th November, 2014 issued by RBI for
all NBFCs.

DIVIDEND

To conserve funds for undertaking future activities, your Board has decided to not to recommend any
Dividend for the Financial Year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, as there was no amount due to transfer in IEPF, accordingly no amount
has been transferred to IEPF.

DEPOSITS

During the year under review, the Company did not accept any deposit from public accordingly no
information is required to be appended to this Report in terms of Non-Banking Financial Companies
(Reserve Bank) Directions, 1977.

MATERIAL CHANGES AND COMMITMENTS

As required under Section 134(3) of the Act, the Board of Directors informs the members that during
the financial year i.e. 31 March, 2025, there have been no material changes between the closing of the
financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual
Report.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans and Investments covered under the provisions of Section 186 of the Act are given in
the notes to the Financial Statements. However, during the FY 2024-25 your Company has not provided
any guarantee pursuant to provisions of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

During Financial Year 2024-25, there were related party transactions took place in ordinary course of
business and at arm’s length. Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013
read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - IV
and forms part of this Annual Report.

The Company has adopted a policy on materiality of related party transactions and dealing with Related
Party Transactions and the same is disclosed on the website of the Company, viz.,
www.gkconsultantsltd.com. under the heading “Investor”.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The Policy enables the Employees, Directors and other
stakeholders to raise their concern. There was no incident when the access to the Audit Committee was
denied to any employees with respect to Vigil Mechanism.

The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of the Company,
www.gkconsultantsltd.com, under the heading “Investor”.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of the following Directors''

1.	Mr. Nitin Batri	Chairperson
2.	Mr. Yash Saraswat	Member
3.	Mrs. Saroj Gupta	Member

During the year under review, the following changes took place in the composition of the Audit
Committee:

• Mr. Piyush Prakash, Non-Executive Independent Director, ceased to be a chairperson of the
Committee upon completion of his tenure on September 29, 2024.

• Mr. Nitin Batri was inducted as the Chairperson of the Audit Committee with effect from
August 12, 2024.

• Mrs. Divya Malini Gupta resigned from the Board and consequently ceased to be a member of
the Audit Committee with effect from May 30, 2025.

• Mrs. Saroj Gupta was inducted as a member of the Audit Committee with effect from May 30,
2025.

Details of recommendations of audit committee which were not accepted by the board along with
reasons

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited) and
such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.
During the year the Board of Directors has considered all the recommendations made by the Audit
Committee and has accepted and carried on the recommendations suggested by the Committee to its
satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors
of the Company during the year under review.

STATUTORY AUDITORS

M/s. Vinod Kumar Gupta & Associates, Chartered Accountants (Firm Registration No. 002377C),
who were appointed as the Statutory Auditors of the Company for a term of 5 (Five) years at the 32^nd
Annual General Meeting (AGM), have completed their tenure in accordance with the provisions of
Section 139 of the Companies Act, 2013 and are not willing for reappointment.

The Board of Directors, on the recommendation of the Audit Committee, has proposed the
appointment of M/s. Punam Kumar Gupta & Associates, Chartered Accountants (Firm Registration
No. 013416N), as the Statutory Auditors of the Company for a term of 5 (Five) years, subject to
approval of the shareholders at the ensuing AGM.

The Board recommends the resolution for approval of the members.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s. G Rishabh & Co., (CP No 26699) a sole Proprietor of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for a term of 5 (Five) years, subject to
approval of the shareholders at the ensuing AGM.

INTERNAL AUDITOR

The Board of Directors of your Company has appointed M/s Ayesha Gupta & Co., Chartered
Accountants, as internal auditors of the Company pursuant to the provision of Section 138 of the
Companies Act for the financial year 2024-2025.

COST ACCOUNTANT

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and
Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the Company.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self¬
explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i).

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed herewith as
Annexure - V. The Secretarial Audit Report for FY 2024-25 also does not bear any adverse comments
or observations that require any explanation pursuant to Section 134(3)(f)(ii).

INTERNAL CONTROL SYSTEMS

Your Company has a proper and adequate system of internal controls. This ensures that all assets are
safeguarded and protected against loss from unauthorized use or disposition and those transactions are
authorized, recorded and reported correctly.

An extensive programme of internal audits and management reviews supplements the process of
internal control. Properly documented policies, guidelines and procedures are laid down for this
purpose. The Internal Control System has been designed to ensure that the financial and other records
are reliable for preparing financial and other statements and for maintaining accountability of assets.

To strengthen the internal control system in providing finance to parties, your Company has got itself
registered with CIBIL, Equifax, Experian.

Your Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meeting of
the Board of Directors” and “General Meeting”, respectively, have been duly followed by the
Company.

INSIDER TRADING CODE

In compliance with the SEBI regulation on prevention of insider trading, your Company had instituted
a Comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders.
The said Code has laid down guidelines, which advised them on procedures to be followed and
disclosures to be made, while dealing with shares of the Company and cautioned them on consequences
of non-compliances.

Further your Company has put in place a Code of Practices and Procedures of Fair Disclosures of
Unpublished Price Sensitive Information. Both the aforesaid Codes are in lines with the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

BUSINESS RESPONSIBILITY REPORT

Your Company is not required to prepare any Business Responsibility Report (BRR), hence the same
is not provided along with this Report.

LISTING

The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock Exchange of
India Ltd (BSE). The Company has paid the applicable listing fees to the Stock Exchange within the
stipulated time for the financial year 2024-25.

PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all
employees, who through their competence, dedication, hard work, co-operation and support have
enabled the Company to perform on a continual basis.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return pursuant to Sections 92 of the Companies Act, 2013 will be
made available at the website of the Company at www.gkconsultantsltd.com. under the heading
“Investor”.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo,
Research and Development

(A) Conservation of Energy: The Company is a NBFC and not engaged in manufacturing activity
and hence, Absorption of Technology is not applicable on your Company. However, the Company
strives to save the energy resources as a part of good corporate practice.

(B) Research & Development & Technology Absorption:

a) Research & Development: The Company is a NBFC and not engaged in manufacturing
activity and hence, Absorption of Technology is not applicable on your Company.

b) Absorption of Technology: The Company is a NBFC and not engaged in manufacturing
activity and hence, Absorption of Technology is not applicable on your Company.

a) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil

STATUTORY DISCLOSURES

During the year under review, there were no transactions or events with respect to the following, hence
no disclosure or reporting is required:

• Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the
going concern status and Company’s operations in future.

• Receipt of any remuneration or commission from any of its subsidiary companies by the
Managing Director or the Whole-time Directors of the Company.

• Buy back of securities/issue of sweat equity shares/issue of equity shares with differential
rights.

• Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to
the Audit Committee, Board of Directors or the Central Government.

• Revision of the previous year’s financial statements

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

• One-time settlement with any bank or financial institution

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the
workplace prevent and redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of
sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2024-25.
CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement
for the financial year ended March 31, 2025 forms part of this Annual Report.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2024-25 and the Notice of the ensuing AGM is being sent
to all shareholders whose email addresses are available in demat account and registered with
Company’s Registrar and Share Transfer Agent. As per the Circulars issued by Ministry of Corporate
Affairs shareholders holding shares in demat form are requested to update their email addresses with
their Depository Participant(s) and for shareholders holding shares in physical form, should get their
email registered with Beetal Financial & Computer Services Private Limited, Company’s Registrar and
Share Transfer Agent.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and
will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance
extended by the Government authorities, Banks and Vendors.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and
support received from its valued shareholders. Your Board is also thankful to the auditors of the
Company for their advice and guidance.

FOR AND ON BEHALF OF THE BOARD

Nitin Batri Bakhshish Gupta

Chairperson Director

DIN: 02271294 DIN: 09466909

New Delhi
May 30, 2025

---

Mar 31, 2024

The Board of your Company is delighted in presenting its 36 ^th Annual Report. The Report is being
presented along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (Figures in Thousands)

Particulars	For the year ended
	March 31, 2024	March 31, 2023
Total Revenue from Operations	10991.30	6584.20
Total Expenses	9105.71	8697.12
Profit/(Loss) Before Tax	1885.58	(2112.92)
Provisions for Taxes	-	(519.05)
Profit/(Loss) After Tax	1885.58	(1593.88)
Earnings Per Share (Re.)	0.35	(0.30)

NBFC REGISTRATION

Your Company is a Non-Banking Financial Company registered with RBI vide Certificate of
Registration No. B- 14 - 00143 dated 12.09.2001. The Company is regular in making compliances of
various rules and regulations made by RBI for NBFCs.

COMPANY’S PERFORMANCE

During the Financial Year (F.Y.) Total Revenue from operations of your Company increased by
66.93%, from Rs. 65,84,200.41 in F.Y. 2023 to Rs. 1,09,91,304.64 in FY 2024. The Company
incurred Profit before tax (PBT) of Rs. 18,85,586.83 as against previous year’s Loss Before Tax
(PBT) of Rs. (21,12,929.82).

Your directors are putting in their best efforts for exploring more business opportunities so as to
increase the growth and profitability of the Company in the years to come.

A detailed discussion on the business performance and future outlook has been given in
‘Management Discussion and Analysis’ (MDA).

SHARE CAPITAL:

CHANGES IN THE CAPITAL STRUCTURE:

The Authorized Share Capital of the Company increased from existing Rs. 6,00,00,000/- (Rupees Six
Crores) consisting of 60,00,000 (Sixty Lakh) equity shares of Rs.10/- (Rupees Ten Only) each to INR

12.00. 00.000/- (Rupees Twelve Crores Only) consisting of 1,20,00,000 (One Crore Twenty Lakh)
Equity Shares of Rs. 10/- (Rupee Ten) each by inserting 60,00,000 Equity Shares of INR 10 each
vide resolution passed on May 17, 2024 through Extra-ordinary General Meeting.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLE OF
ASSOCIATION (AOA)

Pursuant to approval of the members of the Company, at their Extra-ordinary General Meeting held
on May 17 2024, clause V of the MOA was amended to reflect the increase in authorized share
capital of the Company from Rs. 6,00,00,000/- (Rupees Six Crores) divided into 60,00,000 (Sixty
Lacs Only) Equity Shares of Rs.10/- each to Rs. 12,00,00,000/-(Rupees Twelve Crores) divided into

1.20.00. 000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- and consequent amendment in the
Capital Clause of the Memorandum of Association of the Company and Article of Association of the
Company.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated Financial
Statements read with IND AS - 28 on Accounting for Investments in Associates, the audited
Consolidated Financial Statements are not applicable to your Company hence no information is being
provided.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of Business.

PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

Your Company do not have any Subsidiaries, Joint Venture and Associates Companies. Accordingly,
no information is provided in respect of changes therein.

MATERIAL SUBSIDIARIES

The Company does not have any subsidiary including Material Subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has an optimum combination of executive, non-executive and independent directors,
including a woman director. As on March 31, 2024, the Board is comprised of 7 (seven) directors,
with 5 (five) non-executive independent directors, and 1 (One) Managing Director and 1 (one)
Executive director.

Mrs. Saroj Gupta is the Chief Financial Officer of the Company.

Mrs. Khushambi is the Company Secretary of the Company.

RETIRE BY ROTATION AND RE-APPOINTMENT

Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Ms. Divya Malini
Gupta (DIN: 00006225), Director of the Company, being liable to retire by rotation, at the 36^th
Annual General Meeting of the Company and being eligible, was re-appointed.

CHANGES IN KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and rules made
there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015.
During the Year under review, there was no change in board composition of the Company except the
following: -

> Mr. Anil Kumar Goel resigned from the post of Executive Director of the Company w.e.f. the
close of the business hours of April 11, 2024 due to advance age and health issues.

> Mr. Ashok Das Kumar resigned from the post of Chief Financial Officer of the Company
w.e.f. the close of the business hours of March 01, 2024 due to health complications of his
mother.

> Mrs. Saroj Gupta has appointed as Chief Financial Officer of the Company w.e.f. March 09,
2024.

> The board approve the appointment of Mr. Rajan Gupta in the category of Executive Director
in the Board of Director at their meeting held on April 18, 2024 which was regularize by the
Shareholders of the Company at the 1^st Extra-ordinary General Meeting of the Company held
on May 17, 2024. Hence, the appointment of Mr. Rajan Gupta as an executive director for the
term of three years from April 18, 2024 to April 17, 2027.

> Mr. Yash Saraswat was appointed in the category of additional independent director in the
meeting of Board held on March 09, 2024 and regularize by the Shareholders of the
Company at the 1^st Extra-ordinary General Meeting of the Company held on May 17, 2024.
Hence, the appointment of Mr. Yash Saraswat as an independent director for the term of five
years from March 09, 2024 to March 08, 2029.

> Mr. Nitin Batri was appointed in the category of additional independent director in the
meeting of Board held on March 19, 2024 and regularize by the Shareholders of the
Company at the 1^st Extra-ordinary General Meeting of the Company held on May 17, 2024.
Hence, the appointment of Mr. Nitin Batri as an independent director for the term of five
years from March 19, 2024 to March 18, 2029.

DECLARATION OF INDEPENDENCE U/S 149(6)

The Board has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of

the Companies Act, 2013 and in the opinion of the Board they fulfill the conditions specified in the
Act and the Rules made thereunder and are Independent of the management.

BOARD MEETINGS

During F.Y. 2023-2024, the Board meetings 13 (Thirteen) i. e. April 03, 2023; April 10, 2023; May
23, 2023; May 30, 2023; June 16, 2023; July 18, 2023; August 12, 2023; September 06, 2023;
October 04, 2023; November 09, 2023; January 25, 2024; March 09, 2024 and March 19, 2024.

The necessary quorum was present for all the meetings.

The Company holds the board meeting in compliance with law and the gap between two meetings did
not exceed one hundred and twenty days during the FY 2023-24. The detailed agenda and notes
thereon are sent to all the directors seven days in advance from the date of Board Meeting. The
Managing Director appraised the Board on the overall performance of the Company at every Board
Meeting. The Board reviews the performance of the Company and sets the strategy for future. The
Board takes on record the actions taken by the Company on all its decisions periodically.

For details, please Refer Report on Corporate Governance of the Financial Year 2023-24.

ANNUAL EVALUATION - BOARD AND ITS COMMITTEES

The Nomination and Remuneration (“NR”) Committee has laid down proper criteria and procedure to
evaluate and scrutinize performance of the Chairman, each Director (including Executive, Non¬
Executive and Independent Directors), of the Board as a whole and its Committee.

As per laid down procedure, the Independent Directors held a separate meeting to review the
performance of the Chairman of the Company after considering the views of Executive and Non¬
Executive Directors. The Independent Directors also reviewed performance of every Executive and
Non-Executive Director of the Board. The performance evaluation of each Independent Director was
done by the entire Board (except the Independent Directors being evaluated).

The performance of each committee has been evaluated by its members and found to be highly
satisfactory. On the basis of this exercise, the NR Committee and the Board, after recognizing the
important contribution being made by each Independent Director has decided that all Independent
Directors should continue to be on the Board.

REMUNERATION POLICY

Your Company has set up a Nomination and Remuneration (‘NR’) Committee pursuant to Section
178 of the Act which has formulated a Policy for Directors’ Appointment and remuneration for
Directors, KMP and other employees. They have also developed the criteria for determining
qualifications, positive attributes and Independence of a Director including making Payments to Non¬
Executive Directors, if any.

Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof, Remuneration
details of the Employees, KMPs and Directors along with the details of the Ratio of the Remuneration
of each Director to the Median Employee’s Remuneration Forms Part of the Report and are attached
as Annexure - I.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is

to the best to their knowledge and belief and according to the information and explanations obtained

by them:

a. that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024,
the applicable Accounting Standards have been followed along with proper explanation
relating to Material Departures;

b. that Appropriate Accounting Policies have been Selected and applied consistently and
Judgments and Estimates that are reasonable and Prudent have been made so as to give a true
and fair view of the State of Affairs as at March 31, 2024 and of the Profit of your Company
for the Financial Year ended March 31, 2024;

c. that Proper and Sufficient care has been taken for the Maintenance of adequate accounting
Records in accordance with the Provisions of the Act, for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities;

d. that the Annual Accounts for the Financial Year ended March 31, 2024 have been prepared
on a going concern basis;

e. that the Directors have laid down Internal Financial Controls which were followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

At G.K. Consultants Limited, it is our firm belief that the essence of Corporate Governance lies in the
phrase ‘Your Company’. It is ‘Your’ Company because it belongs to you - the shareholders. The
Chairman and Directors are ‘Your’ fiduciaries and trustees. Their objective is to take the business
forward in such a way that it maximizes ‘Your’ long-term value.

The Company believes that the Code of Corporate Governance is an excellent tool to secure the
Corporate Excellence in the country. Hence the Company is in full Compliance with the Norms and
disclosures that have to be made on Corporate Governance as per the Requirements of Schedule V(C)
of Listing Regulations.

The Board has also evolved and adopted a Code of Conduct based on the principles of Good
Corporate Governance and best management practices being followed. The Code is available on the
website of your Company www.gkconsultantsltd.com.

Furthermore, in view of Regulation 15(2) of Listing Regulations, the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) of
sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the
Company under the criteria given in the said Regulation.

However, Company has disclosed the items covered under Corporate Governance.

A Report on Corporate Governance along with ’Certificate on its compliance is annexed hereto as
Annexure - II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed chapter on ‘Management Discussion and Analysis’ (MDA), pursuant to Regulation 34 and
Schedule V(E) of Listing Regulations, is annexed hereto as Annexure - III and forms part of this
Annual Report.

TRANSFER TO GENERAL RESERVE

During the year under review, the Company has not transferred any amount to General Reserves.

CONTINGENT PROVISION ON STANDARD ASSETS

Your Company has created a general provision of Rs. 222.05 thousand at 0.40% of the outstanding
standard assets as per notification no. RBI/2014-15/299 dated 10th November, 2014 issued by RBI
for all NBFCs.

DIVIDEND

To conserve funds for undertaking future activities, your Board has decided to not to recommend any
Dividend for the Financial Year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, as there was no amount due to transfer in IEPF, accordingly no amount
has been transferred to IEPF.

DEPOSITS

During the year under review, the Company did not accept any deposit from public accordingly no
information is required to be appended to this Report in terms of Non-Banking Financial Companies
(Reserve Bank) Directions, 1977.

MATERIAL CHANGES AND COMMITMENTS

As required under Section 134(3) of the Act, the Board of Directors informs the members that during
the financial year i.e. 31 March, 2024, there have been no material changes between the closing of the
financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual
Report.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans and Investments covered under the provisions of Section 186 of the Act are given in
the notes to the Financial Statements. However, during the FY 2023-24 your Company has not
provided any guarantee pursuant to provisions of Section 186 of the Act.

RELATED PARTY TRANSACTIONS

During the financial year, all the related party transactions entered by the Company were normal
business transactions in the ordinary course of business and on arm''s length basis and there were no
transactions requiring approval of the Shareholders. However, prior approval of the Audit Committee
was sought for entering into the Related Party Transactions as required under Companies Act, 2013
read with rules made thereunder and Regulation 23 (2) of Listing Regulations. Further, the details of
Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals
given are also placed before the Audit Committee for its review on a quarterly basis.

During FY 2023-24, there were material related party transactions in terms of Regulation 23 of the
SEBI Listing Regulations, 2015. Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act,
2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure
- IV and forms part of this Annual Report.

The Company has adopted a policy on materiality of related party transactions and dealing with
Related Party Transactions and the same is disclosed on the website of the Company, viz.,
www.gkconsultantsltd.com, under the heading “Investor”.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal with
instance of fraud and mismanagement, if any. The Policy enables the Employees, Directors and other
stakeholders to raise their concern. There was no incident when the access to the Audit Committee
was denied to any employees with respect to Vigil Mechanism.

The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of the Company,
www.gkconsultantsltd.com, under the heading “Investor”.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of the following Directors_:

1.	Mr. Piyush Prakash	Chairman
2.	Ms. Geeta Hans	Member
3.	Ms. Divya Malini Gupta	Member

During the year under review, Ms. Preety Tosh resigned from the directorship on the close of the
business hours of June 16, 2023 and Ms. Geeta Hans has been inducted as a Member of the
Committee w. e. f. September 09, 2023.

The details of Audit Committee and its terms of reference etc. have been given in the Corporate
Governance Report annexed to this Report.

Details of recommendations of audit committee which were not accepted by the board along
with reasons

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited) and
such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.
During the year the Board of Directors has considered all the recommendations made by the Audit
Committee and has accepted and carried on the recommendations suggested by the Committee to its
satisfaction. Hence there are no recommendations which were unaccepted by the Board of Directors
of the Company during the year under review.

STATUTORY AUDITORS

M/s. Vinod Kumar Gupta & Associates, Chartered Accountants (Firm Registration No.002377C),
was appointed as the Statutory Auditor of the Company, for term of 5 (Five) consecutive years, at the
Annual General Meeting held on December 30, 2020. They have confirmed that they are not
disqualified from continuing as Auditor of the Company.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s. G Rishabh & Co., (CP No 26699) a sole Proprietor of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31,
2024.

INTERNAL AUDITOR

The Board of Directors of your Company has appointed M/s Ayesha Gupta & Co., Chartered
Accountants, as internal auditors of the Company pursuant to the provision of Section 138 of the
Companies Act for the financial year 2023-2024.

COST ACCOUNTANT

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and
Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the Company.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self¬
explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i).

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as
Annexure - IV. The Secretarial Audit Report for FY 2023-24 also does not bear any adverse
comments or observations that require any explanation pursuant to Section 134(3)(f)(ii).

Your Company has a proper and adequate system of internal controls. This ensures that all assets are
safeguarded and protected against loss from unauthorized use or disposition and those transactions
are authorized, recorded and reported correctly.

An extensive programme of internal audits and management reviews supplements the process of
internal control. Properly documented policies, guidelines and procedures are laid down for this
purpose. The Internal Control System has been designed to ensure that the financial and other records
are reliable for preparing financial and other statements and for maintaining accountability of assets.

To strengthen the internal control system in providing finance to parties, your Company has got itself
registered with CIBIL.

Your Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in the
design or operation was observed.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meeting of
the Board of Directors” and “General Meeting”, respectively, have been duly followed by the
Company.

INSIDER TRADING CODE _ _ _

In compliance with the SEBI regulation on prevention of insider trading, your Company had
instituted a Comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by
Insiders. The said Code has laid down guidelines, which advised them on procedures to be followed
and disclosures to be made, while dealing with shares of the Company and cautioned them on
consequences of non-compliances.

Further your Company has put in place a Code of Practices and Procedures of Fair Disclosures of
Unpublished Price Sensitive Information. Both the aforesaid Codes are in lines with the Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

BUSINESS RESPONSIBILITY REPORT

Your Company is not required to prepare any Business Responsibility Report (BRR), hence the same
is not provided along with this Report.

LISTING

The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock Exchange of
India Ltd (BSE). The Company has paid the applicable listing fees to the Stock Exchange within the
stipulated time for the financial year 2023-24.

PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all
employees, who through their competence, dedication, hard work, co-operation and support have
enabled the Company to perform on a continual basis.

EXTRACT OF ANNUAL RETURN

The details forming part of Annual Return pursuant to Sections 92 of the Companies Act, 2013 will
be made available at the website of the Company at www.gkconsultantsltd.com, under the heading
“Investor”.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo,
Research and Development
(A) Conservation of Energy:

i. The steps taken or impact on conservation of energy;

We continue to strengthen our energy conservation efforts. We are always in lookout for energy
efficient measures for operation, and value conservation of energy through usage of latest
technologies for quality of services.

ii. The steps taken by the Company for utilizing alternate sources of energy;

Although the equipment’s used by the Company are not energy sensitive by their very nature, still the
Company is making best possible efforts for conservation of energy, which assures that the computers
and all other equipment’s purchased by the Company strictly adhere to environmental standards, and
they make optimum utilization of energy.

iii. The capital investment on energy conservation equipments

There is no capital investment on energy conservation equipment during the FY 2023-24.

(B) Research & Development & Technology Absorption:

a) Research & Development

The Company believes that in order to improve the quality and standards of services, the Company
should have a progressive Research and Development Process, which should keep on increasing
along with the scale of operations of the Company.

b) Absorption of Technology:

The Company is a NBFC and not engaged in manufacturing activity and hence, Absorption of
Technology is not applicable on your Company.

However, the Company strives to save the energy resources as a part of good corporate practice.

c) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil

STATUTORY DISCLOSURES

Statutory Disclosures

During the year under review, there were no transactions or events with respect to the
following, hence no disclosure or reporting is required:

• Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the
going concern status and Company’s operations in future.

• Receipt of any remuneration or commission from any of its subsidiary companies by the
Managing Director or the Whole-time Directors of the Company.

• Buy back of securities/issue of sweat equity shares/issue of equity shares with differential
rights.

• Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to
the Audit Committee, Board of Directors or the Central Government.

• Revision of the previous year’s financial statements

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016

• One-time settlement with any bank or financial institution

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the
workplace prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where employees feel
secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of
sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2023¬
24.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement
for the financial year ended March 31, 2024 forms part of this Annual Report.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2023-24 and the Notice of the ensuing AGM is being
sent to all shareholders whose email addresses are available in demat account and registered with

Company’s Registrar and Share Transfer Agent. As per the Circulars issued by Ministry of Corporate
Affairs shareholders holding shares in demat form are requested to update their email addresses with
their Depository Participant(s) and for shareholders holding shares in physical form, should get their
email registered with Beetal Financial & Computer Services Private Limited, Company’s Registrar
and Share Transfer Agent.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and
will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and
assistance extended by the Government authorities, Banks and Vendors.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and
support received from its valued shareholders. Your Board is also thankful to the auditors of the
Company for their advice and guidance.

FOR AND ON BEHALF OF THE BOARD

Divya Malini Gupta Rajan Gupta

Managing Director Director

DIN:00006225 DIN:00849668

New Delhi
May 30, 2024

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Mar 31, 2014

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Profitability Statement

(Figures in Rs.)

SL. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO. MARCH 31, 2014 MARCH 31, 2013

1. Revenue from operations 274000783 216387337

2. Other Income Nil 24811

3. Total Revenue 274000783 216412148

4. Total Expenses 272073811 214541659

5. Profit Before Tax 1926972 1870489

6. Provision for Taxes (617812) (638565)

7. Provision for Deferred Taxes 9675 7157

8. Profit After Tax 1318835 1239081

9. Opening Surplus in P & L A/c 4036289 2787806

10. Closing Surplus in P & L A/c 5334252 4036289

11. EPS 0.25 0.23

OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of low levels of profits as well as to conserve funds for future activities.

NBFC REGISTRATION & CONTINGENT PROVISION ON STANDARD ASSETS

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 - 00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.

Your company has created a general provision of Rs. 52674.92 at 0.25% of the outstanding standard assets as per notification no. RBI/2010-11/370 dated 17th January 2011 issued by RBI for all NBFCs.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company and the date of signing of this report.

COMPOSITION OF BOARD OF DIRECTORS

Mr. Anil Kumar Goel, a promoter and retiring director by rotation, offers himself for re-appointment. The Board of Directors recommends his reappointment.

To meet the criteria of prescribed Section 149 and 152 of the Companies Act, 2013 for appointment of Independent Directors, the Board of Director recommends for reappointment of Mr. Brij Mohan Sharma, an existing Independent Director of the Company, for 5 years w.e.f. 30th September 2014as an Independent Director.

Mr. Ashok Ramsingh Hans, an Independent Director in the Company, retires at this Annual General Meeting and showed his unwillingness to continue as Director of the Company due to his pre-occupation. The Board has placed on record its appreciation for the valuable services rendered by Mr. Ashok Ramsingh Hans during his tenure as an Independent Director of the company as well as Chairman.

The Company has received requisite notices in writing from its members Mr. Subodh Gupta and Mrs. Geeta Hans for appointment of Mr. Piyush Prakash and Ms. Preety Toash respectively as Independent Directors of the company. The Board recommends their appointment as Independent Director. Both of them meet the criteria prescribed in Section 149(6) of the Act to qualify to be independent directors. In the opinion of Board, each one of them is a person of integrity and possesses relevant expertise and experience. The Board has also opined that both of them fulfill the conditions specified in the Act and rules made there-under and that they are also independent of management. Approval of members of the company is sought for their appointment in the ensuing AGM.

Furthermore, the company has received notice in writing from its member and promoter Mr. Subodh Gupta for appointment of Mrs. Divya Malini Gupta as director of the company as well as to fulfill the condition prescribed in the Act for appointment of woman directors on the Board. Mrs. Divya Malini Gupta is wife of Mr. Subodh Gupta who is a promoter and director and she is having vast experience and her mature advice will help the company to reach its highest goals. Approval of the members of the Company is sought for their appointment in the ensuing AGM.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

1. In the preparation of annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the financial year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

INTERNAL CONTROL SYSTEMS

An extensive system of internal control is practiced by your Company to ensure that all its assets are protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. The Company strictly adheres to internal control policies and procedures as well as compliance with all regulatory guidelines.

To strengthen the internal control system in providing finance to parties, your company has also obtained registration and membership with CIBIL in past.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted ISIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31st March 2014, 83.88 % shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditor''s Report on its compliance is annexed hereto which is forming an integral part of this Report. The said report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Umesh Amita & Co, Chartered Accountants, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITOR''S REPORT

The observations of Auditors in their Report, read with the respective notes to the accounts are self explanatory and therefore, do not require any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company, being an investment Company and engaged in financing business, does not have any activity relating to conservation of energy, technology absorption and export of materials, goods or services.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable in relation to "Conservation of Energy" and "Technology Absorption".

Similarly, during the financial year under consideration, there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is drawing remuneration in excess of limits laid down u/s 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2014-2015 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 30.08.2014 PLACE : New Delhi

Vijay Kumar Sinha (DIN : 01089578) Chairman & Managing Director

Registered Office: 302, G.K. House, 187A, Sant Nagar, East of Kailash, New Delhi- 110 065 CIN: L74140DL1988PLC034109

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Mar 31, 2013

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Fifth Annual Report together with Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

Profitability Statement

(Figures in Rs.) SL. PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED NO. MARCH 31, 2013 MARCH 31, 2012

1. Revenue from operations 216387337 174867056

2. Other Income 24811 4733

3. Total Revenue 216412148 174871789

4. Total Expenses 214541659 172987728

5. Profit Before Tax 1870489 1884061

6. Provision for Taxes (638565) (707196)

7. Provision for Deferred Taxes 7157 12598

8. Profit After Tax 1239081 1189464

9. Opening Surplus in P & L A/c 2787806 1600797

10. Closing Surplus in P & L A/c 4036289 2787806

OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Textile Trading, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of low levels of profits as well as to conserve funds for future activities.

NBFC REGISTRATION & CONTINGENT PROVISION ON STANDARD ASSETS

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 – 00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.

Your company has created a general provision of Rs. 62076.44 at 0.25% of the outstanding standard assets as per notification no. RBI/2010-11/370 dated 17th January 2011 issued by RBI for all NBFCs.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company and the date of signing of this report.

BOARD OF DIRECTORS

Shri Suboadh Gupta, the retiring director by rotation, offers himself for re-appointment. The board recommends his reappointment.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that:

1. In the preparation of annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

INTERNAL CONTROL SYSTEMS

An extensive system of internal control is practiced by your Company to ensure that all its assets are protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. The Company strictly adheres to internal control policies and procedures as well as compliance with all regulatory guidelines.

To strengthen the internal control system in providing finance to parties, your company has also obtained registration and membership with CIBIL in past.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted ISIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31st March 2013, 83.84% shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditor''s Report on its compliance is annexed hereto which is forming an integral part of this Report. The said report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Umesh Amita & Co, Chartered Accountants, Agra, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. The board recommends their reappointment as Auditor for the Financial Year 2013-2014. They have furnished certificate in terms of Section 224 (1B) of the Companies Act, 1956.

AUDITOR''S REPORT

The observations of Auditors in their Report, read with the respective notes to the accounts are self explanatory and therefore, do not require any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Your Company, being an investment Company and engaged in financing business, does not have any activity relating to conservation of energy, technology absorption and export of materials, goods or services.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable in relation to "Conservation of Energy" and "Technology Absorption".

Similarly, during the financial year under consideration, there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is drawing remuneration in excess of limits laid down u/s 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2012-2013 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange. DSE is also taking positive steps to restart trading of shares very soon on the stock exchange and this will provide great relief to shareholders who are unable to trade on BSE. The trading of the shares of the company on CSE which was suspended in the year 2005 restored w.e.f. 29th April 2013.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 24.08.2013

PLACE : New Delhi SD/-

(Vijay Kumar Sinha)

Chairman & Managing Director

Registered Office:

302, G.K. House, 187A,

Sant Nagar, East of Kailash,

New Delhi- 110 065

---

Mar 31, 2010

The Directors have immense pleasure in presenting the twenty second Annual Report together with Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Profitability Statement

PARTICULARS For the year ended For the year ended, MARCH 31, 2010 MARCH 31, 2009

Income 31586574.03 19094247.85

Expenditure 30048140.60 18233601.80

Profit before Depreciation & Tax (PBDT) 1538433.43 860646.05

Depreciation 83399.41 73796.06

Profit (Loss) Before Tax (PBT) 1455034.02 786849.99

Less: Provision for Current Year Income Tax 431781.00 249518.00

Less: Provision for Fringe Benefit Tax 0.00 12780.00

Add/Less: Provision for Deferred Tax Asset 431.90 5665.00

Less/Add: Provision for Deferred Tax Liability (4633.62) 12041.62

Net Profit after Tax (NPAT) 1027454.74 506845.37

APPROPRIATIONS

Deficit Brought Forward From Last Year (492164.35) (998493.72)

Net Profit for the Current Year 1027454.74 506845.37

Less: Adjustment of Previous Years taxes 0.00 516.00

Surplus (Deficit) Carried Forward To Balance Sheet 535290.39 (492164.35)

Earning Per Share (EPS) 0.19 0.10



OPERATIONS

During the current period for which the accounts are finalized your Company carried on business activities in the areas of Financing, Share Trading, Professional Services, Textile Trading, Information Technology and Investments.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year under review on account of the low levels of profits as well as to absorb the carry forward losses which are finally got absorbed during the current year.

NBFC REGISTRATION

Your company is a Non Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 -00143 dated 12.09.2001.

DEPOSITS

No information is required to be appended to this report in terms of Non Banking Financial Companies (Reserve Bank) Directions, 1977, as the Company did not accept any deposit from the public during the financial period concerned.

DIRECTORS

Shri Suboadh Gupta, the retiring director by rotation, offers himself for re-appointment. The board recommends his reappointment.

Mr. Dhani Ram Sharma, the additional director, who was appointed in board of the company on 1st February 2010, is retiring on 30th September, 2010 i.e. on the date of AGM and he has shown his inability to continue on board of the company in future. The Board appreciates & acknowledges the services rendered by him during his tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 2I7(2AA) of the Companies Act, 1956, the directors hereby confirm:

1. That in the preparation of annual accounts for the year ended March 2010, the applicable Accounting Standards have been followed;

2. That the appropriate accounting policies have been selected and applied consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year ended on that date;

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts for the year ended March 31, 2010, are prepared on a going concern basis.

DEMATERIALISATION OF EQUITY SHARES

The Company had entered into agreement with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSIL) for dealing of equity shares of the Company in dematerialize form. Company has been allotted 1SIN NO. INE131D01019. The shareholders may send their share certificates through their depository participants for having the shares converted into electronic form. As on 31s March 2010, 82.25% shares of the company were in dematerialized form.

CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with the Auditors Report on its compliance is annexed hereto which is forming part of the Annual Report. The report is self explanatory.

Your Company has followed necessary guidelines and regulations made for better corporate governance for the benefit of the shareholders.

AUDITORS

M/s. Alok B. Mathur & Co., Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. The board recommends their reappointment as Auditor for the Financial Year 2010-2011. They have furnished certificate in terms of Section 224 (IB) of the Companies Act, 1956.

AUDITORS REPORT

As regards observations contained in the Auditors Report, the respective notes to the accounts are self explanatory and therefore, do not call for any further comments.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

Information required under Section 217( 1 )(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Company, being an investment Company, having no manufacturing activities, the Directors have nothing to report on "Conservation of Energy" and "Technology Absorption".

During the period under consideration there are no earnings and outgo of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no such employee in the company who is drawing remuneration in excess of limits laid down u/s 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and therefore, no such particulars are furnished herewith.

LISTING OF SECURITIES

The shares of your Company are listed at Delhi, Mumbai, Calcutta and Ahmedabad Stock Exchanges. In pursuance to clause 38 of the listing agreement the Annual listing fee for the year 2010-2011 has already been paid to DSE, BSE, CSE and Ahmedabad Stock Exchange. Trading of shares of the company on BSE has been resumed w.e.f. 4th May 2010. DSE is also taking positive steps to restart trading of shares very soon on this stock exchange and this will provide great relief to shareholders who are unable to trade on BSE.

ACKNOWLEDGEMENT

Your company and its Directors wish to extend sincere thanks to all the members for their support and co-operation. Your directors also place on record their appreciation for the services rendered by all the employees of the Company.

For & on behalf of the Board

DATE : 23.08.2010

PLACE : New Delhi (Vijay Kumar Sinha)

Chairman & Managing Director

Registered Office:

302, G.K. House,

187A, Sant Nagar, East of Kailash,

New Delhi-110 065