Directors Report of GSB Finance Ltd.

Mar 31, 2025

Your Director have pleasure in presenting their 42nd Annual Report on the business and operation of the company and
the accounts for the financial year Ended 31st March 2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board''s Report shall be prepared based on the stand-alone financial statements of the company.

Particulars	24-25	23-24
Gross Income	1,77,78,868	3,67,24,110
Finance Charges	6,50,292	29,41,341
Provision for Depreciation	9,572	15,881
Net Profit Before Tax	83,11,943	1,60,15,867
Tax Expense	(11,46.750)	(298,530)
Net Profit After Tax	71,65,193	15,717,337
Transfer to Statutory Reserve Fund	(14,33,039)	(31,43,467)
Surplus carried to Balance Sheet	1,77,78,868	3,67,24,110

2. Reserve & Surplus :

Out of the total profit of Rs 71,65,193/- for the fiscal year, NIL amounts are proposed to be transferred to the General
Reserve.

3. Operations & State of Affairs of the Company :

During the year, the Company had not ventured into any new business and had not carried out any business activities.
New business avenues are still under consideration.

4. Change in the nature of business, if any :

There is no change in the nature of business.

5. Share Capital :

During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat
equity Shares and any Employee stock Option. The Authorized Share Capital of the Company is Rs.
6,00,00,000.00 (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each.

6. Dividend

Your Company has not declared any interim dividend during the financial year under review and considering
the financial position of the Company and future orientation, the Board did not recommend any final
dividend for the financial year ended March 31, 2025.

7. Details of new subsidiaries, associates and joint ventures :

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate
Company.

8. Directors and Key Managerial Personnel

The constitution of board and key managerial personnel during the year is as follows:

No	Name	Designation	Date of Appointment	Date of Cessation
1	Ramakant Sagarmal Biyani	Managing Director	11/12/2001
2	Suyash Ramakant Biyani	Non - Executive Director	30/05/2016
3	Suyash Ramakant Biyani	CFO	21/07/23
4	Renu Choudhary	Company Secretary	11/08/2020
5	Usha Yogesh Patel	Independent Director	01/04/2017

9. Committees and its Composition

Your Company in accordance to Section 177, 178 and other applicable provisions of the Companies Act, 2013 have
constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Risk Management Committee in accordance to scale based regulation master direction
issued and amended by RBI from time to time for base layer NBFC.

The Composition of such committees are as follows:

Name	DIN	Designation
Usha Patel	06927669	Chairperson
Ramakant Biyani	00523178	Member
Suyash Biyani	07525350	Member

Nomination and Remuneration Committee :

Name	DIN	Designation
Usha Patel	06927669	Chairperson
Ramakant Biyani	00523178	Member
Suyash Biyani	07525350	Member

Stakeholders Relationship Committee :

Name	DIN	Designation
Usha Patel	06927669	Chairperson
Ramakant Biyani	00523178	Member
Suyash Biyani	07525350	Member

Name	DIN	Designation
Usha Patel	06927669	Chairperson
Ramakant Biyani	00523178	Member
Suyash Biyani	07525350	Member

10 .Directors

A) Changes in Directors and Key Managerial Persons:

The Key Managerial Personnel of the Company within the meaning of clause (51) of Section 2 of the Companies Act,
2013 has not undergone any changes during the financial year under review.

B) Declaration by an Independent Director(s) and reelection, if any:

In accordance to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Director appointed by
the members of the Company being Ms. Usha Patel, has given Declaration to the effect that she meets all the criteria
of Independence as per sub-section (6) of Section 149 of the Companies Act, 2013 at the first meeting of the Board
in which she participated as a Director, at the first meeting of the Board in every financial year and thereafter
whenever there was any change in the circumstances which may affect her status of Independence.

C) Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name Amount

Ramakant Sagarmal Biyani 6,00,000

Suyash Ramakant Biyani 6,50,000

D) Policy on director’s appointment and remuneration :

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company
which lays down the criteria for determining qualifications, competencies, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other
employees is available on the Company''s website at www.gsbgroup.co.in

E) Disclosure of remuneration of employees covered under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

None the employees of the Company, who was employed throughout the financial year, was in receipt of remuneration
in aggregate of Rupees One Crore & Two lakhs or more or if employed for the part of the financial year was in receipt
of remuneration of Rupees Eight Lakhs & Fifty Thousand or more per month.

11. Meetings :

Board Meetings

During the Financial Year 2024-24, the Company held 7 board meetings of the Board of Directors as per Section 173
of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while
considering the time gap between two meetings.

No of Meeting	Date of Meeting
1	May 30, 2024
2	June 27, 2024
3	August 13, 2024
4	August 22, 2024
5	September 24, 2024
6	November 13, 2024
7	November 30, 2024
8	Feb 13, 2025

The 42^nd Annual General Meeting of the company shall be held on Saturday, 13^th September, 2025 at 02:30 p.m. online
Extra Ordinary General Meeting :

As per Section 100 of Companies Act, 2013, Company had not held any Extra Ordinary General Meeting for the
financial year 2024-24.

12. Deposit :

The Company has neither accepted nor renewed any deposits during the year under review.

13. Statutory Auditors :

The Company had decided to re- appoint M/S Suvarna & Katdare [Firm Registration No.: 125080W] as the Statutory
Auditor of the company from the conclusion of the 41st Annual General Meeting till the financial year ended 31st
March, 2029.

14. Auditors’ Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self¬
explanatory and do not call for any further comments.

15 .Fraud Reported by Auditors other than those which are Reportable to the Central Government under Section
143(12) of the Companies Act, 2013:

There were no frauds reported by the Auditor under sub-section (12) of Section 143 of the Companies Act, 2013 during
the period under review.

16. Secretarial Audit and Secretarial Audit Report :

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the company has appointed M/s. JK and Associates., a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-24. The Secretarial
Audit Report is part of the Annual Report.

17. Disclosure as Maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013:

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, and hence it is not required to maintain any cost records and accordingly such
accounts and records are not maintained by the Company.

18. Cost Auditor:

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 and hence it is not required to appoint cost auditor for the financial year 2024-25.

19. EXTRACT OF ANNUAL RETURN :

20. Risk Management Policy:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten
the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time
to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

21. Formal Annual Evaluation:

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other
individual Directors which include criteria for performance evaluation of the non-executive directors and executive
directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual
Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and
individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non¬
executive directors.

22. Particulars of Loans, Guarantees Or Investments Under Section 186 :

The Company has not made any Loans and Investments and Guarantees in relation to section 186 of the Companies Act,
2013 during the fiscal year.

23. Particulars Of Contracts Or Arrangements with Related Parties :

The company has not entered in to any related party transactions during the year as specified under section 188 of the
companies Act 2013. Therefore no AOC-2 is attached.

24. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company''s goal has always been to create an open and safe workplace for every employee to feel empowered,
irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the
workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH
Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual
harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment
during the year under review.

25. Conservation Of Energy, Technology Absorption And Foregin Exchange Earning And Outgo:

Conservation of energy is of utmost significance to the Company. The operations of the Company are not energy
intensive, however every effort is made to ensure optimum use of energy by using energy efficient computers, process and
other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing
electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the
business activities.

A) Conservation of Energy :Nil

B) Technology Absorption : Nil

C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was Rs. Nil and the total foreign
exchange earned was Rs. Nil

26. Details of policy developed and implemented by the company on its corporate social responsibility initiatives :

The provisions of Corporate Social Responsibility is not applicable to the Company for the financial year under review.

27. Internal financial control:

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance
on the efficiency of conducting business, including adherence to the Company''s policies, the safe guarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely
preparation of reliable financial disclosures.

28. Establishment of vigil mechanism:

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism
Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors
of the Company. The vigil mechanism is available on the Company''s website at www.gsbgroup.co.in

29. Material changes and commitments, if any, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and the date of the
report:

During the period under review following material changes took place within the Company namely,

There has been a reclassification of promoter shareholder to public shareholder namely Ms. Radhika Maheshwai as per
Regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2014.

Pursuant to Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 the
shareholders of the Company have received an Open Offer through M/s. Swaraj Shares and Securities Private Limited
("Manager to the Open Offer”) on behalf of Mr. Vivek Kumar Singhal (Acquirer 1), Mr. Kshitij Agarwal (Acquirer 2), M/s
Nivesh Mandi Private Limited (Acquirer 3) and M/s. Stock Mandi (Acquirer 4) (hereinafter collectively referred to as
"Acquirers”).

The Open offer was triggered due to execution of Share Purchase Agreement dated Friday, November 29, 2024 between
Acquirers and Mr. Ramakant Biyani (Selling Shareholder 1), Ms. Neelam Biyani (Selling Shareholder 2), and M/s. GSB
Securities Private Limited (Selling Promoter Shareholder 3), wherein it was agreed between the Acquirers to purchase
33,14,820 shares representing 55.25% of the voting share capital of the Company.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and company’s operations in future:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

31. Directors’ Responsibility Statement:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the comp

any at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

32. Corporate Governance:

The Company has adopted best corporate governance practices and is committed to conducting its business in
accordance with the applicable laws, rules and regulations. The Company''s corporate governance practices are driven by
effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of integrity in
decision making.

33. Management Discussion and Analysis:

The Management Discussion and Analysis report for the year under review has been annexed to the Directors'' report.

34. Compliance with Secretarial Standard:

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the
Board of Directors i.e. SS-1 and Meeting of Shareholders i.e. SS-2, issued by the Institute of Company Secretaries of India
and approved by Central Government under sub-section (10) of Section 118 of the Companies Act, 2013.

35. Proceedings pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, there were NO application/s made or proceeding were pending in the name of
the company under the Insolvency and Bankruptcy Code, 2016.

36. Difference in Valuation:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence
the details of difference amount of the valuation done at the time of one-time settlement and the valuation done while
taking loan from the Banks or Financial institution along with the reasons thereof is not applicable.

37. Maternity Benefit:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. Audit Trail:

As per the proviso to sub-rule (1) of rule 3 of the Companies (Accounts) Rules, 2014, the accounting software used by the
Company for maintaining its books of accounts has a feature of recording audit trails for each and every transaction,
creating an edit log of each change made in the books of accounts along with the data when such change were made and
the audit trail cannot be disabled, and pursuant to sub-rule (g) of rule 11 of the Companies (Audit and Auditors) Rules, 2014,
the Board hereby declares that audit trail (edit log) facility has been operated throughout the year for all transactions and
the audit trail feature has been preserved and not tampered with by the Company as per the statutory requirements for
record retention.

39. Appointment of Designated Person:

Pursuant to sub-rule (4) of rule 9 of the Companies (Management and Administration) Rule, 2014, every Company shall be
responsible for furnishing and extending co-operation for providing information to the Registrar or any other authorised
officer with respect to beneficial interest in shares of the Company, in accordance to the same and sub-rule (5) of the
aforementioned rule the Company may designate a person a person to fulfil the obligation under this rule.

However the Company is yet to formally designate someone through a duly convened Board meeting hence in accordance
to sub-rule (6) of rule 9 of the Companies (Management and Administration) Rule, 2014, Ms. Renu Choudary the Company
Secretary and Compliance Officer of the Company is deemed to be the designated person.

40. ISIN of the Company:

Your Company being a listed NBFC, had already procured ISIN for its equity shares namely: INE777C01011.

41. RBI Guidelines:

Your Company being registered with Reserve Bank of India ("RBI”) as Base Layer Non-Deposit Accepting Non-Banking
Financial Company has complied with and continues to comply with all the applicable laws, rules, circulars and regulations
including Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Direction,
2023 ("RBI Master Direction”), as amended from time to time.

42. Acknowledgements:

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.

Place: Mumbai For and on behalf of the Board

FOR GSB FINANCE LIMITED

Ramakant Biyani
Managing Director
DIN-00523178

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Mar 31, 2024

Your Director have pleasure in presenting their 41st Annual Report on the business and operation of the company and the
accounts for the financial year Ended 31st March 2024.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board''s Report shall be prepared based on the stand-alone financial statements of the company.

Particulars	23-24	22-23
Gross Income	3,67,24,110	3,25,30,980
Finance Charges	29,41,341	46,21,923
Provision for Depreciation	15,881	19,164
Net Profit Before Tax	1,60,15,867	6,77,129
Tax Expense	34,41,997	(61,231)
Net Profit After Tax	1,25,73,870	7,38,360
Transfer to Statutory Reserve Fund	(31,43,467)	(1,84,590)
Surplus carried to Balance Sheet	94,30,403	5,53,730

2. Reserve & Surplus :

Out of the total profit of Rs 1,25,73,870 /- for the fiscal year, NIL amounts are proposed to be transferred to the General
Reserve.

3. Operations & State of Affairs of the Company :

During the year, the Company had not ventured into any new business and had not carried out any business activities. New
business avenues are still under consideration.

4. Change in the nature of business, if any :

There is no change in the nature of business.

5. Share Capital :

During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares
and any Employee stock Option.

6. Details of new subsidiaries, associates and joint ventures :

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

7. Directors and Key Managerial Personnel

The constitution of board and key managerial personnel during the year is as follows:

No	Name	Designation	Date of Appointment	Date of Cessation
1	Ramakant Sagarmal Biyani	Managing Director	11/12/2001
2	Suyash Ramakant Biyani	Non - Executive Director	30/05/2016
3	Suyash Ramakant Biyani	CFO	21/07/23
4	Renu Choudhary	Company Secretary	11/08/2020
5	Usha Yogesh Patel	Independent Director	01/04/2017
6	Girdhari Sagarmal Biyani	CFO (KMP)	30/05/2014	12/07/23

8. Directors :

A) Changes in Directors and Key Managerial Persons:

Mr. Girdhari Sagarmal Biyani (DIN: 00523132) has resigned from the post of Chief Financial officer (CFO) of GSB Finance
Limited with effect from 12th July, 2023.

Mr. Suyash Ramakant Biyani was appointed as the Chief Financial Officer (CFO) of the Company with effect from 21st
July, 2023.

B) Declaration by an Independent Director(s) and reelection, if any :

The board of Directors of the Company hereby confirms that they have received the Declaration of the fulfilling the
criteria of Independent Director specified in sub section (6) of section 149 of the Companies Act, 2013 from Ms. Usha
Patel.

C) Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Amount
Ramakant Sagarmal Biyani	6,25,000
Suyash Ramakant Biyani	6,25,000

D) Policy on director''s appointment and remuneration :

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which
lays down the criteria for determining qualifications, competencies, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is
available on the Company''s website at www.gsbgroup.co.in

9. Meetings :

Board Meetings

During the Financial Year 2024-24, the Company held 7 board meetings of the Board of Directors as per Section 173 of
Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while
considering the time gap between two meetings.

No of Meeting	Date of Meeting
1	22/05/23
2	12/07/23
3	21/07/23
4	14/08/23
5	24/08/23
6	14/11/23
7	14/2/24

Annual General Meeting :

The 41st Annual General Meeting of the company shall be held on Saturday, 14th September, 2024 at 02:30 p.m. at the
registered office of the company.

Extra Ordinary General Meeting :

As per Section 100 of Companies Act, 2013, Company had not held any Extra Ordinary General Meeting for the financial
year 2024-24.

10. Deposit :

The Company has neither accepted nor renewed any deposits during the year under review.

11. Statutory Auditors :

The Company had decided to re- appoint M/S Suvarna & Katdare [Firm Registration No.: 125080W] as the Statutory
Auditor of the company from the conclusion of the 41st Annual General Meeting till the financial year ended 31st March,
2029.

12. Auditors'' Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self¬
explanatory and do not call for any further comments.

13. Secretarial Audit and Secretarial Audit Report :

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company has appointed M/s. JK and Associates., a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year 2024-24. The Secretarial Audit Report is
part of the Annual Report.

14. EXTRACT OF ANNUAL RETURN :

www.gsbgroup.co.in

15. Risk Management Policy :

The Company has developed and implemented a risk management policy which identifies major risks which may threaten
the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time
to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy

16. Formal Annual Evaluation :

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other
individual Directors which include criteria for performance evaluation of the non-executive directors and executive
directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual
Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and
individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non¬
executive directors.

17. Particulars Of Loans, Guarantees Or Investments Under Section 186 :

The Company has not made any Loans and Investments and Guarantees in relation to section 186 of the Companies Act,
2013 during the fiscal year.

18. Particulars Of Contracts Or Arrangements with Related Parties :

The company has not entered in to any related party transactions during the year as specified under section 188 of the
companies Act 2013. Therefore no AOC-2 is attached.

19. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act,
2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual
Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has
been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2024-24.

20. Conservation Of Energy, Technology Absorption And Foregin Exchange Earning And Outgo:

A) Conservation of Energy :Nil

B) Technology Absorption :Nil

C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was Rs. Nil and the total foreign
exchange earned was Rs. Nil

21. Details of policy developed and implemented by the company on its corporate social responsibility initiatives :

The provisions Corporate Social Responsibility is not applicable to the company.

22. Internal financial control:

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on
the efficiency of conducting business, including adherence to the Company''s policies, the safe guarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely
preparation of reliable financial disclosures.

23. Establishment of vigil mechanism:

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism
Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of
the Company. The vigil mechanism is available on the Company''s website at www.gsbgroup.co.in

24. Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and the
date of the report:

The Company had done Inter-se transfer of shares between promoters as under -

Date of Transaction	Name of person (belongs to promoter group)/ Transferor	Name of Transferee/ Acquirer	Number of Shares proposed to be acquired by consideration	% of Share¬ holding
11.07.2024	GSB Share Custodian Services Limited	Neelam R Biyani	3,75,098	6.25
11.07.2024	Sushma Biyani	Neelam R Biyani	4,33,576	7.23
11.07.2024	Girdharilal Biyani HUF	Ramakant Biyani	7,000	0.12
11.07.2024	Girdhari Sagarmal Biyani	Ramakant Biyani	3,50,203	7.23
11.07.2024	GSB Capital Marktets Limited	Ramakant Biyani	5,70,000	9.50

No other Material changes occurred subsequent to the close of the financial year of the Company to which the balance
sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market
value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of
any assets etc.

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

26. Directors'' Responsibility Statement:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities.

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

27. Acknowledgements:

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.

For and on behalf of the Board
FOR GSB FINANCE LIMITED

Place: Mumbai Ramakant Biyani

Date: 22th August, 2024 Managing Director

DIN- 00523178

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Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the 31st Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2014

FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31,2014 is summarized below:

(Rs. in Lacs)

2013-14 2012-13

Profit /(Loss) before Depreciation & Tax 14.66 109.61

Depreciation (1.60) (2.48)

Provision for Taxation (2.75) (22.58)

Differed Tax Expenses / (Savings) (0.12) 0.33

Deferred Tax Assets Written off (4.36) (14.25)

MAT Credit 22.42

Profit / (Loss) after Tax Available for Appropriation 28.49 69.97

Less:- Transfer to Special Investment Reserve (2.10) 17.00

Transfer to General Reserve 0.00 30.00

Add:- Balance brought forward from Previous Year 84.85 61.88

Balance Carried Forward 111.24 84.85

PERFORMANCE:

During the year company has achieved a turnover of Rs 914.07.Lacs as against the in the previous year at Rs. 11358.09 Lacs, During previous year due to general elections various uncertainty were prevailing about continuity of congress government in Centre and this factor adversely affected sentiment of security market due to it volatile was prevailing in security market and equity , mutual fund, equity derivatives affected and Directors are of the view that in spite of various constrain company has fared reasonably good. Profit Margin was under Pressure as market conditions were not favorable to equity trading.

ECONOMIC OUTLOOK:

FY 2013-14 was a challenging year. Now with the formation of stable government at centre the outlook for forthcoming year is highly good and global players also now started investing in Indian market, with the changed scenario Directors are hopeful that current year shall end with very positive effects allover subject to, if RBI is to control inflation and policies of new government is conducive to encourage Capitalization and Investment in core sector of the economy.

DIVIDEND:

The Board, for the year ended 31st March, 2014 in view of profit is required for reinvested in business hence regret to declare any dividend for the year.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. At previous meeting, M/s. S. K. Rathi & Co., Chartered Accountant, was appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said Statutory Auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re-appointment.

AUDIT REPORT:

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2014 on a "going concern" basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company''s shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

- Outgo - Nil (p.Y. Nil)

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, company''s bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

Registered Office: 815, Stock Exchange Tower, For and on behalf of the Board 8th Floor, Dalal Street, For GSB FINANCE LTD Mumbai - 400 001. Sd/- Place : Mumbai G. S. BIYANI Date : 30th May, 2014 Chairman

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Mar 31, 2011

The Members,

The Directors' have pleasure in presenting the 28th Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2011

FINANCIAL RESULT :

(Rs. In Lacs)

2010-2011 2009-2010

Profit /(Loss) before Depreciation & Tax (73.40) 341.23

Depreciation 1.79 1.69

Provision for Taxation 1.35 67.78

Deferred Tax Debit / (Credit) (19.47) (105.32)

MAT Credit (51.58) 0.00

Profit / (Loss) after Tax Available for Appropriation (5.49) 166.44

Less:- Transfer to Special Investment Reserve 0.00 35.00

Transfer to General Reserve 0.00 45.00

Add:- Balance brought forward from Previous Year 88.68 2.24

Balance Carried Forward 83.19 88.68

PERFORMANCE:

During the year company has achieved a turnover of Rs. 1219.10 Lacs as against the in the previous year at Rs. 1028.90 Lacs. However, as the market was very volatile, therefore, trading in equity derivatives not resulted in gain during the year and it affected profitability for the year.

ECONOMIC OUTLOOK:

The Indian economy has come through with resilience and strength in the year 2010-11. Swift and broad based growth has put the economy on to its pre-crisis growth trajectory. Dynamism in the rural economy due to scaled up flow of resources to rural areas has added to overall economic growth. Due to a better than average monsoon, agricultural sector performed reasonably well compared to previous year. Services sector also clocked robust performance.

KEY RISK FACTORS:

Key risk to economic growth forecasts come from inflation. WPI inflation accelerated from 11.04% in March 2010 to a high of 11.23% in April 2010 and continued around similar levels till June 2010. Inflation continued around 8% to 9% thereafter till date. Despite the Reserve Bank of India's (RBI) monthly assessment of WPI inflation coming down below 7.5% by March 2011, it read at 8.98% leading to a perception that RBI will continue rate hikes during the current fiscal as well.

MONETARY POLICY HIGHLIGHTS:

In the RBI Monetary Policy issued on May 3, 2011, RBI strongly expressed its view that controlling inflation is imperative to sustaining growth over the medium-term. As such, RBI signaled that the conduct of monetary policy will continue to condition and contain perceptions of inflation in the range of 4.0-4.5% to be in line with the medium-term objective of 3.0% inflation consistent with India's broader integration into the global economy. Instead of its earlier calibrated approach to fighting inflation, RBI took a large step hiking key policy rates by 50 basis points. Accordingly, the Repo and Reverse Repo rates have moved up to 7.25% and 6.25% respectively.

DIVIDEND:

The Board, for the year ended 31st March, 2011 in view of operating loss regret to declare any dividend for the year.

DIRECTORS:

Smt. Ritika S. Gupta and Shri. Sajjan Poddar, Directors of the Company retires by rotation at the forth coming Annual General Meeting under the provisions of Articles of Association of the Company and being eligible, offers themselves for re-appointment.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

M/S. S. K. Rathi & Co., Chartered Accountants who are the Auditors of the Company hold the Office till the conclusion of ensuing Annual General Meeting and express inability to continue to be appointed as Auditors for the next financial year, therefore Board of Director has recommended the appointment of M/s S.K.Rathi & Co., Chartered Accountants. The Company has received consent from the Auditors pursuant to Section 224 of the Companies Act, 1956.

AUDIT REPORT:

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2011 on a "going concern" basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company's shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

PARTICULARS OF EMPLOYEES:

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

- Outgo - Nil (P.Y. Nil)

ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, company's bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

For and on behalf of the Board For GSB FINANCE LTD

Sd/-

G.S.BIYANI Chairman

Date : 31st May, 2011 Place : Mumbai

Registered Office:

815, Stock Exchange Tower, 8th Floor, Dalal Street, Mumbai - 400 001.

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Reports together with Audited Statement of Accounts for the year ended 31st March 2010

FINANCIAL RESULTS: (Rs. in Lacs)

2009-2010 2008-2009

Profit before Depreciation & Tax 341.23 (384.55)

Depreciation 1.69 1.64

Provision for Taxation (Incl. Fringe Benefit Tax) 67.78 (3.38)

Deferred Tax Debit / (Credit) (105.32) 126.88

Profit / (Loss) after Tax 166.44 (259.41)

Less: Transfer to Special Investment Reserve 35.00 -

Transfer to General Reserve 45.00 -

Add: Transfer From General Reserve - 45.00

Add: Balance brought forward from Previous Year 2.24 216.66

Balance Carried Forward 88.68 2.25

PERFORMANCE:

ECONOMIC ENVIRONMENT

After witnessing slowdown in 2008-09, the global economy is slowly regaining with the large unprecedented interventions by governments. The speed of recovery, however, remains significantly divergent. However, the global economy faces several challenges such as high levels of unemployment, which are close to 10 per cent in the US and the Euro area. Despite signs of renewed activity in manufacturing and initial improvement in retail sales, the prospects of economic recovery in Europe are clouded by the acute fiscal strains in some countries.



INDIAN ECONOMY

During 2009-10, the Indian economy showed resilience with a broad based recovery. This was possible due to a rebound in industrial output, better prospects for the Rabi crop and continuing resilience of the services sector.

INDUSTRIAL SECTOR

The industrial sector recovered with the Index of Industrial Production (IIP) registering double digit growth during October 2009 February 2010 and IIP was at 15.1 per cent in February 2010. The growth was mainly driven by the manufacturing sector, with a weighted contribution of 88.8 per cent, higher than its weight of 79.4 per cent in the IIP.

EXTERNAL SECTOR

Indias external sector witnessed improvement with the recovery seen in the global economy as reflected in the turnaround in exports, buoyancy in capital inflows and further accretion to the countrys foreign exchange reserves. Exports recovered from 12 months of consecutive decline and posted an average growth of 20.5 per cent during November 2.009 February 2010. Imports also turned around and exhibited an average growth of about 43.0 per cent during December 2009-February 2010, mirroring the impact of strong recovery in growth.

EQUITY MARKETS

The activity in the primary segment of the domestic capital market displayed signs of revival in 02 and 03 of 2009-10. Stock prices displayed a continuous upward momentum throughout the year, except for some occasional corrections during the last two quarters caused by Dubai World default and the Greek

sovereign debt concerns. Following the optimism on account of measures announced in the Union Budget 2010-11 such as the roadmap for fiscal consolidation and PSU divestment, stock prices recorded further gains. As at end March 2010, the Sensex and the Nifty both registered gains of 81 per cent and 74 per cent, to close at 17528 and 5249 respectively.

The gains in stock prices were also led by the FN investments, while at the same time mutual funds turned net sellers. Flls made net purchases of US$23.7 billion in the Indian equity market during 2009- 10 (net sales of US$ 10.4 billion in 2008-09), while the mutual funds net sales during 2009-10 amounted to Rs. 10,512 crore(net purchases of Rs. 6,985 crore in 2008-09).

Your Company in the current year has shown good performance , by posting net operating profit before tax at Rs. 337.85 Lacs as against net operating loss at Rs. 382.91 Lacs in the previous year.

DIVIDEND: The Board for the year ended 31st March,2010 in view of operating previous loss regret to declare any dividend for the year.

DIRECTORS:

Shri Parasram Kabra and Shri.Yogesh Patel, Directors of the Company retires by relation at the forth coming Annual General Meeting under the provisions of Articles of Association of the Company and being eligible, offer themselves for re-appointment.

DEPOSITS

The Company has not accepted and/or renewed any public deposit during the year.

AUDITORS:

M/S. S. K. Rathi & Co., Chartered Accountants who are the Auditors of the Company hold the Office till the conclusion of ensuing Annual General Meeting and express inability to continue to be appointed as Auditors for the next financial year, therefore Board of Director has recommended the appointment of M/ s S.K.Rathi & Co., Chartered Accountants . The Company has received consent from the Auditors pursuant to Section 224 of the Companies Act, 1956.

AUDIT REPORT

Report of the auditors read with the notes on accounts is self-explanatory and need no elaboration.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state:

(a) That in preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed with proper explanations relating to material departures;

(b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

(d) That we have prepared the annual accounts for the financial year ended 31st March 2010 on a "going concern" basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Companys shares are listed. A report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

PARTICULARS OF EMPLOYEES

The Company has no employee employed during the year drawing salaries in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review - Earnings - Nil (P.Y. Nil)

Outgo - Nil (P.Y. Nil)



ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to the officials of the Stock Broking Houses, Stock Exchanges, companys bankers and shareholders who have extended their valuable support to the Company. Directors are also grateful to the staff and employees of the Company for their devotion and relentless services.

For and on behalf of the Board

For GSB FINANCE LTD.

Date: 31st May, 2010

Registered Office :

815, Stock Exchange Tower, Sd/-

8th Floor, Dalai Street, G. S. BIYANI

Mumbai - 400 001. Chairman