Directors Report of GSL Securities Ltd.

Mar 31, 2024

Your Directors are pleased to present 30^th (Thirtieth) Annual Report of Company together with Audited Statement of
Accounts and the Auditor’s Report for the financial year ended 31^st March, 2024.

1) Financial Results

The summary of the financial performance of the company for the financial year ended 31^st March, 2024 are
given as below:

(Rs.in Lakhs)

Particulars	2023-24	2022-23
Total Income	83.60	23.17
Total Expenditure excluding depreciation	28.36	34.38
Profit before Tax and Depreciation	55.24	(1121)
Less: Depreciation	0.03	0.06
Profit / (Loss) before tax	55.21	(1127)
Exceptional Items	0.00	0.00
Less: Current Tax	8.61	0.00
Deferred Tax	0.02	0.01
Profit / (Loss) after tax	46.58	(11.28)
Add /(Less): Other Comprehensive Income	(21.16)	(12.49)
Total Comprehensive Income	25.42	(23.77)
Earnings Per Share (Basic and Diluted)	1.43	(0.35)

2) Dividend

Due to conservation of resources for future expansion your directors have not recommended any dividend on
the equity shares for the financial year under review. Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. The
Company is outside the purview of top one thousand listed entities. In view of this formulation of a dividend
distribution policy is not applicable to the Company.

3) Transfer to Reserves

During the year under review your Company has transferred Rs. 49.59 lakhs to the Statutory Reserve fund as
required pursuant to Section 45-IC of the RBI Act, 1934.

As required by section 45-IC of the RBI Act 1934, the Company has to maintain a reserve fund and transfers
there in a sum not less than twenty percent of its net profit after tax every year before any dividend is declared.

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The Company cannot appropriate any sum from the reserve fund except for the purpose specified by Reserve
Bank of India from time to time. Till date, RBI has not specified any purpose for the appropriation of Reserve fund
maintained under section 45-IC of RBI Act, 1934. Since no reserves has been created in the previous year, hence
reserves to the extent of twenty percent for the previous years have been created out of the opening retained
earnings also.

The closing balance of retained earnings of the Company as at 31^st March, 2024, after all appropriation and
adjustments, was Rs. 198.34 lakhs.

4) Operations

The total income of Rs. 83.60 Lakhs (Previous year Rs. 23.17 Lakhs) derived by the Company for the financial
year 2023-24. The Net Profit for the year before adjustment on account of comprehensive income under review
amounted to Rs. 46.58 lakhs (Previous year Rs. (11.28) lakhs).

5) Share Capital

As at March 31, 2024, the Authorized Share Capital of the Company is Rs. 5,25,00,000 divided into 52,50,000
equity shares of Rs.10/- each.

The paid-up Equity Share Capital as on 31st March, 2024 is Rs. 3,25,00,000 divided into 32,50,000 equity shares
of Rs.10/- each.

6) Material Changes between the date of the Board report and end of financial year

There have been no material changes and commitments 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.

7) 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 under review no material significant order passed by any the regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

8) Subsidiaries Company/ Associates Company /Joint Ventures Company

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act,
2013.

9) Change in the nature of business

There is no change in the nature of the business of the company

10) Public Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter
V of the Act is not applicable.

11) Particulars of loans, guarantees or investments under section 186 of the Companies Act. 2013

The details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in

Notes to the Financial Statements forming part of Annual Report. There are no Loans and Guarantees given by
the Company as at 31.03.2024.

12) Related Party Transactions

There were no transactions of sale, purchase or supply of materials; sale, disposal, purchase of property of any
kind, leasing of property of any kind, availing or rendering of any services, appointment as agent, appointment to
any office or place of profit, underwriting etc. with Related Parties within the meaning and scope of Section 188
of the Companies Act, 2013.

Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 is not applicable to the Company.

13) Extract of the Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March
31, 2024 is available on the website of the Company at https://www.gslsecurities.com.

14) a) Conservation of Energy, Technology Absorption

Your Company is not engaged in manufacturing activity of any kind. The disclosure of information relating
to conservation of energy and technology absorption is therefore not applicable to your Company.

b) Foreign Exchange Earning & Outgo

There were no foreign exchange earnings or outgo for your Company during the year.

15) Directors and Key Managerial Personnel:

Mr. Mahesh Purohit was appointed as a Compliance officer of the Company with effect from 05.04.2023. Further
he was appointed as a Company Secretary and Compliance officer of the Company with effect from 30.05.2023
from existing designation i.e. Compliance officer of the Company.

Mr. Thanthoni Ananthapadmanabha Rao retired as a Company Secretary of the Company due to age factor with
effect from 30.05.2023.

Mr. Machhindranath Patil (DIN: 08179234) was reappointed as an Independent Director of the Company at the
AGM held on September 30, 2023 for a second term of 5 consecutive years from July 31,2023 to July 30, 2028.

Mrs. Suvarna Vitthal Shinde (DIN: 08189122) was appointed as an Independent Director of the Company at the
AGM, held on September 30, 2020 for a tenure of 5 years from November 07, 2019 to November 06, 2024.
Pursuant to the provisions of Section 149 of the Act read with relevant rules made thereunder, an independent
director can hold the office for a term of up to 5 consecutive years on the Board of a company, but is eligible for
re-appointment on passing of a special resolution by the company, based on the report of evaluation of performance
for another term of up to 5 years. No independent director can hold office for more than two consecutive terms.

Further to the aforesaid and based on the recommendation of the Nomination and Remuneration Committee of the
Company (“NRC”), the Board at its Meeting held on August 12, 2024 has approved the re-appointment of Mrs.
Suvarna Vitthal Shinde (DIN: 08189122) as an Independent Director for a second term of 5 consecutive years from
November 07, 2024 to November 06, 2029, subject to the approval of the Members by way of a special resolution.

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and experience of
the person, who is proposed to be appointed as a director and appropriate recommendation is made to the Board
with respect to his / her appointment to maintain balance, ensure effective functioning of the Board and ensure

orderly succession planning. The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience, expertise and hold highest standards of integrity.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Company.

16) Retirement by rotation

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at
every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent
Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation,
of which one-third are liable to retire by rotation. Accordingly, Mrs. Shailja Bagrodia (DIN 00246710) is retiring by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

17) Board of Directors and its Meeting

The composition of Board of Directors as on March 31, 2024 is stated below:

Sr.No.	Name of Directors	Date of Appointment	Date of Cessation
1	Mr. Santkumar Bagrodia	29/03/1994	—
2	Mrs. Shailja Bagrodia	29/03/1994	—
3	Mr. Machhindranath Krishna Patil	31/07/2018	—
4	Mrs. Suvarna Vitthal Shinde	07/11/2019	—

Meeting of Board and Attendance

The Board has met Seven (7) times during the year. The meeting of Board of Directors were held on April 05,

2023, May 30, 2023, August 14, 2023, November 09, 2023, February 10, 2024, February 15, 2024 and March 19,

2024. The requisite quorum was present at all the Meetings held during the year. The gap between two Meetings
of Board did not exceed the gap as required under the Act, Rules and circulars made therein.

The details of attendance of Directors in their meeting are as under:

Name	Category	No of Meeting entitled to attend	No. of Board Meetings attended during the year 2023-24	Whether attended last AGM held on September 30, 2023
Mr. Santkumar Bagrodia	Promoter and Executive Director	7	7	Yes
Mrs. Shailja Bagrodia	Promoter and Non-Executive Director	7	7	Yes
Mr. Machhindranath Krishna Patil	Non - Executive Independent Director	7	7	Yes
Mrs. Suvarna Vitthal Shinde	Non - Executive Independent Director	7	7	Yes

18) Committees of the Board

The Board of the Company has duly constituted Committees to deal with specific areas and activities which
concern the Company and requires a closer review. The Committees of Board meet at regular intervals and take
necessary steps to perform its duties entrusted by the Board.

During the financial year the Company has three (3) Board Level Committees:

A) Audit Committee;

B) Nomination and Remuneration Committee;

C) Stakeholders’ Relationship Committee;

Meeting of Audit Committee and Attendance

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They
possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The composition, quorum,
powers, role and scope are in accordance with Section 177 of the Companies Act, 2013.

The Composition of the Audit Committee as on March 31, 2024 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2023-24, the Audit Committee has met four (4) times. The meetings of Audit Committee
were held on May 30, 2023, August 14, 2023, November 09, 2023 and February 10, 2024. The details of
attendance of members of Audit Committee in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	4	4
Suvarna Vitthal Shinde	4	4
Shailja Bagrodia	4	4

There are no instances where the Board had not accepted the recommendations of the Audit Committee.
Meeting of Nomination & Remuneration Committee and Attendance

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed
under the provisions of the Companies Act, 2013. The Board has framed a policy for selection and appointment
of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications,
positive attributes, and independence of a Director.

The Composition of the Nomination & Remuneration Committee as on March 31,2024 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2023-24, the Nomination & Remuneration Committee has met three (3) times. The
meeting of the Nomination & Remuneration Committee were held on April 05, 2023, May 30, 2023 and August 14,
2023. The requisite quorum was present at the Meeting held during the year.

The details of attendance of members of Nomination and Remuneration Committee in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	3	3
Suvarna Vitthal Shinde	3	3
Shailja Bagrodia	3	3

Meeting of Stakeholders Relationship Committee and Attendance:

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed
under the provisions of the Companies Act, 2013.

The Composition of the Stakeholders Relationship Committee as on March 31,2024 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2023-24, One (1) Stakeholders Relationship Committee Meeting was held on August 14,
2023. The details of attendance of members of Stakeholder Relationship Committee in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	1	1
Suvarna Vitthal Shinde	1	1
Shailja Bagrodia	1	1

Meeting of Independent Directors

Mr. Machhindranath Krishna Patil and Mrs. Suvarna Vitthal Shinde are the Independent Directors on the Board of
the Company. During the Financial Year 2023-24, One (1) Meeting of Independent Director was held on August
14, 2023.

The details of attendance of Independent Director in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	1	1
Suvarna Vitthal Shinde	1	1

19) Declaration by Independent Directors

The Company has received following declarations from all the Independent Directors confirming that

a) They meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Rules issued thereunder, as well as of Regulation 16 of the SEBI Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have
registered themselves with the Independent Director’s data bank maintained by the Indian Institute of
Corporate Affairs at Manesar.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section
164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 (as amended).

The independent directors have also complied with the Code for Independent Directors prescribed in Schedule
IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board,
there has been no change in the circumstances which may affect their status as Independent Directors of the
Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise and they hold highest standards of integrity.

The Independent Directors of your Company have registered on the Independent Directors’ Databank pursuant
to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder (“Act”). The
Independent Directors, as on March 31, 2024, have informed the Company, that they have passed the online
proficiency test prescribed under the Act.

20) Familiarization Programs of Independent Directors

The Company has established well defined familiarization and induction program. Further, at the time of the
appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role,
function, duties and responsibilities.

21) Director’s Responsibility statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the
year ended 31^st March, 2024 and state that:

(i) in the preparation of the Annual Account, the applicable Accounting standards have been followed with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view and of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be following by the company and that such internal
financial controls are adequate and operating effectively: and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

22) Risk Management Policy

The Company’s risk management framework is based on a clear understanding of various risks, disciplined risk
assessment and measurement procedures and continuous monitoring. The policies and procedures established
for this purpose are continuously benchmarked with group’s best practices and guidelines and in line with the
local laws and regulations. The Board of Directors has oversight on all the risks assumed by the Company. The
business activities are undertaken within this defined policy framework.

23) Performance Evaluation

In pursuance to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its Committee.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman
of the Board, who were evaluated on parameters such as level of engagement and contribution, independence
of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed
the performance of the Secretarial Department.

The Directors expressed their satisfaction with the evaluation process.

24) Company’s policy on directors’ appointment and remuneration

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Nomination and Remuneration
Committee oversee the Company’s nomination process for the senior management and specifically to identify,
screen and review individuals qualified to serve as Executive and Non - executive Directors, Independent
Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees
for election at the Annual General Meeting of the shareholders. The Committee has the overall responsibility of
approving and evaluating the compensation plans, policies and programs for Directors and the senior management.
The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board,
Committees’ and of individual Directors.

25) Auditors:

i) Statutory Auditors:

M/s. Baxi & Associates, Chartered Accountants, (Firm Registration Number: 122552W), were appointed as
statutory auditors for a period of (4) four consecutive years at the 26^th Annual General Meeting of the
Company held on 30^th September, 2020 to hold office from the conclusion of the said Meeting till the
conclusion of the 30^th AGM to be held in the year 2024.

Your Board recommends the appointment of M/s. V R S K & Co. LLP, Chartered Accountants, (Firm
Registration No. 111426W), as Statutory Auditors of the Company for a period of 5 years from the conclusion
of this AGM till the conclusion of the 35^th AGM to be held in the year 2029, in place of retiring auditors viz.
M/s. Baxi & Associates, Chartered Accountants, on such remuneration as shall be fixed by the Board of
Directors of the Company. The Company has received letter from the M M/s. V R S K & Co. LLP, Chartered
Accountants, to the effect that their appointment, if made, would be within the prescribed limit under
Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report.
The Auditors have not reported any frauds.

ii) Secretarial Auditors:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, as amended, the Company has appointed M/s Shivhari Jalan & Co.,
Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial
year 2023-24.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 is given by
M/s Shivhari Jalan & Co., practicing Company Secretary for auditing the Secretarial and related records is
attached herewith as ‘Annexure A” to the Board’s Report.

The observation by the Secretarial Auditors in their audit reports is self-explanatory.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

26) Internal Control Systems and their Adequacy

Mr. Akshaya Poddar, Chartered Accountant is appointed as the Internal Auditors of the company for the Financial
Year 2023-24.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and
thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to
the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of
the Company for inefficiency or inadequacy of such controls.

27) Corporate Social Responsibility

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
(CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the company for the period
under review.

28) Vigil Mechanism

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate safeguards against
victimization of Employees and Directors who express their concerns. The Company has also provided direct
access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company’s
employees and the Company. The Vigil Mechanism Policy is available on Company’s website
www.gslsecurities.com.

29) Particulars of Employee

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed
under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are in “Annexure B”.

30) Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation
34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as “Annexure C”.

31) Business Responsibility Report

In pursuance to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market
capitalization (calculated as on March 31 of previous financial year) shall provide Business Responsibility Report
for the financial year 2023-24. The Company does not fall under the list of top thousand listed entities. In view of
this Business Responsibility Report is not applicable to the Company.

32) Corporate Governance

The regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of
Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital
of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31^st March, 2024.
Hence, the Corporate Governance Report is not applicable to your company and is not included in this Report.

33) Code of Conduct for Prohibition of Insider Trading

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading
in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the
employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of
Unpublished Price Sensitive Information. The aforementioned Code, as amended from time to time, is available on
the website of the Company.

34) Report on 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 at the Workplace in line with the
requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, we report that, during the financial year 2023-24, no case has been reported under the said Act.

35) General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. During the year under review there are no shares in the demat suspense account or unclaimed suspense
account of the Company.

6. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013 as there has been no
such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

7. During the year under review, there were no instance of one-time settlement with banks or financial institutions
and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules,
2014, as amended, do not arise

8. During the Financial year no application has been made and no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

36) Statement on compliances of secretarial standards

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies
Act, 2013.

37) Listing with stock exchanges

The Company’s Equity Shares are listed at BSE Limited with script code 530469. The Company confirms that it
has paid the Annual Listing Fees for the year 2024-25 to BSE Ltd. The Company has also listed on Calcutta Stock
Exchange and trading of securities of the Company has been suspended on Calcutta Stock Exchange.

38) Disclosure as required under Clause 5a to Para A of Part A of Schedule III of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial
personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into
agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the Company or impose any
restriction or create any liability upon the Company.

39) Acknowledgement

Your Directors would like to express their appreciation for co-operation and assistance received from the
shareholders, bankers, government authorities and employees during the year under review.

On behalf of the Board of Directors.

For GSL Securities Limited
Sd/-

Santkumar Bagrodia
Chairman and Managing Director
DIN:00246168

Place: Mumbai
Date: 12.08.2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report with the audited statement of Accounts for the year ended 31st March 2015.

Financial Results:

Summary of the working result of the company for the Twenty First Accounting Year ended 31st March, 2015 are given as below:

Rs. Rs.

2014-15 2013-14

Gross Profit/(Loss) 210,094.00 301,296.00

Less : Depreciation 6,575.00 59,209.00

Profit/(Loss) before tax 203,519.00 242,087.00

Less: Income Tax paid earlier year - -

Profit/(Loss) after tax 203,519.00 242,087.00

Less : Adjustment on Account of Depreciation as per Schedule II of Companies Act, 2013 (21,355.00) -

Add : Balance brought forward from previous year (15,508,882.00) (15,750,969.00)

(15,326,718.00) (15,508,882.00)

Dividend:

On account of accumulated losses, your directors regret their inability to recommend payment of dividend for the financial year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments. The Company has reported total income of Rs.6,57,753/- for the current year as compared to Rs. 7,13,606/- in the previous year. The Net Profit for the year under review amounted to Rs. 2,03,519/- in the current year as compared to Rs.2,42,087/- in the previous year.

Material Changes between the date of the Board report and end of financial year.

There have been no material changes and commitments, 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.

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 under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Subsidiary Company:

As on March 31, 2015, the Company does not have any subsidiary.

Statutory Auditor & Audit Report:

M/s. Vijay R. Tater & Co., Chartered Accountants, who are the statutory auditors of your Company, hold office until the conclusion of the Twenty fifth AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Members, year on year, will be requested, to ratify their appointment as Auditors and to authorise the Board of Directors to fix their remuneration.

The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanations/comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. R.S. Mittal & Co., Company Secretaries to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as "Annexure - I" and forms a part of the reports of the Directors.

The observation made by the secretarial auditors in their report are self-explanatory and therefore do not call for any further explanations/comments.

Change in the nature of business :

There is no change in the nature of the business of the company

Director:

Shri. Sant Kumar Bagrodia and Smt Shailja Bagrodia are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers themself for reappointment.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149 (6) of Companies Act, 2013.

Fixed Deposits:

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 73 of the Companies Act, 2013. There are no deposits unpaid or unclaimed at the year-end.

Conservation of Energy, Technology Absorption:

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption is therefore not applicable to your Company.

Foreign Exchange Earning & Outgo:

There were no foreign exchange earnings or outgo for your Company during the year.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Sr.No. Name of Directors Date of Date of Appointment Cessation

1 Mr. Santkumar Bagrodia 29/03/1994 —

2 Ms. Shailja Bagrodia 29/03/1994 —

3 Mr. Kaushal Mehta 31/10/2002 —

4 Mr. Vijay Lahoti 25/06/2003 —

During the year under review, 5 (Five) Board meetings were held, details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Date of Meeting No. of Directors attended the meeting

30/04/2014 4

30/05/2014 4

31/07/2014 4

31/10/2014 4

30/01/2015 4

Audit Committee

The Board of Directors has constituted an Audit Committee and empowered the committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors. The details of composition, meetings and attendance of the Meetings of the Audit Committee are as under:-

Sr. Name Category No.

1 Shri. Kaushal Atul Mehta Independent Non-Executive

2 Shri. Vijay Kumar Lahoti Independent Non-Executive

3 Smt. Shailja Bagrodia Promoter Non-Executive

Sr. Name Designation No. of Meetings

No. Held Attended

1 Shri. Kaushal Atul Mehta Chairman 4 4

2 Shri. Vijay Kumar Lahoti Member 4 4

3 Smt. Shailja Bagrodia Member 4 4

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Nomination And Remuneration Committee

The Board constituted Nomination and Remuneration committee. The Committee has formulated a Nomination and Remuneration Policy .

Stakeholder's Relationship Committee

The Board of Directors constituted a Stakeholder's Relationship Committee. During the year ended 31st March, 2015, no investor complaints were received. There were no share transfers pending for registration for more than 30 days as on the said date.

Vigil Mechanism

In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated.

A Vigil Mechanism under the chairmanship of the Audit Committee Chairman has been constituted. The Policy provides access to the Chairman of the Audit Committee.

Risk Management Policy

The Company's risk management framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with group's best practices and guidelines and in line with the local laws and regulations. The Board of Directors has oversight on all the risks assumed by the Company. The business activities are undertaken within this defined policy framework.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Nomination and Remuneration Committee oversee the Company's nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as Executive and Non - executive Directors, Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the AGM of the shareholders. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programs for Directors and the senior management. The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board, Committees' and of individual Directors.

Particulars of loans. guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Corporate Governance and Management Discussion and Analysis Report :

This is not applicable/mandatory as per revised clause 49 of the listing agreement vide SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014.

Extract of the Annual Return in Form Mgt-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexed herewith as Annexure - II'.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Hence form AOC - 2 is not applicable to the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, government authorities and employees during the year under review.

On behalf of the Boards of Directors Sd/- Place : Mumbai S.K. Bagrodia Dated :31/08/2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report with the audited statement of Accounts for the year ended 31st March 2014.

Financial Results:

Summary of the working result of the company for the Twentieth Accounting Year ended 31st March, 2014 are given as below:

Rs. Rs.

2013-14 2012-13

Gross Profit/(Loss) 301,296.00 185,676.00

Less : Depreciation 59,209.00 113,873.00

Profit/(Loss) before tax 242,087.00 71,803.00

Less: Income Tax paid

earlier year - 6,124.00

Profit/(Loss) after tax 242,087.00 65,679.00

Add : Balance brought forward from previous year (15,750,969.00) (15,816,648.00)

(15,508,882.00) (15,750,969.00) Dividend:

On account of accumulated losses, your directors regret their inability to recommend payment of dividend for the financial year under review.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments.

Fixed Deposits:

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 58A of the Companies Act, 1956. There are no deposits unpaid or unclaimed at the year- end.

Director:

Shri. Kaushal Atul Mehta shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Employee :

None of the employees was in receipt of remuneration in excess of limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rule, 1975.

Auditors:

M/s. Vijay R. Tater & Co., Chartered Accountants, Mumbai retiring Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Director''s Responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable Accounting standards have been followed ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

(iii) the Directors 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 fraud and irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

Conservation of Energy, Technology Absorption:

Being a Finance company, this is not applicable.

Foreign Exchange Earning & Outgo:

The Company has neither earned nor spent any Foreign Exchange.

Cash Flow Statement :

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash flow Statement for the year 2013-14 is annexed hereto.

Management Discussion and Analysis Report :

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith forming part of this Annual Report.

Corporate Governance :

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Acknowledgement :

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, depositors and employees during the year under review.

On behalf of the Boards of Directors

Sd/-

Place : Mumbai S.K. Bagrodia Dated :30/05/2014 Chairman & Director

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Mar 31, 2012

To, The Members of GSL Securities Limited.

The Directors have pleasure in presenting the Eighteenth Annual Report with the audited statement of Accounts for the year ended 31st March 2012.

Financial Results:

Summary of the working result of the company for the Eighteenth Accounting Year ended 31st March, 2012 are given as below:

Rs. Rs. 2011-12 2010-11

Gross Profit/(Loss) 129,313.00 (296,445.00)

Less : Depreciation 118,341.00 118,071.00

Profit/(Loss) before tax 10,972.00 (414,516.00)

Less: Income Tax paid earlier year - -

Profit/(Loss) after tax 10,972.00 (414,516.00)

Add : Balance brought forward from previous year (15,827,622.00)(15,413,106.00)

(15,816,650.00)(15,827,622.00)

Dividend:

On account of accumulated losses, your directors regret their inability to recommend payment of dividend for the financial year under review.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments.

Fixed Deposits:

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 58A of the Companies Act, 1956. There are no deposits unpaid or unclaimed at the year- end.

Director:

Shri. Sant Kumar Bagrodia shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Employee :

None of the employees was in receipt of remuneration in excess of limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rule, 1975.

Auditors:

M/s. Vijay R. Tater & Co., Chartered Accountants, Mumbai retiring Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Director''s Responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2012 the applicable Accounting standards have been followed ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

(iii) the Directors 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 fraud and irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March 2012 on a ''going concern'' basis.

Conservation of Energy, Technology Absorption:

Being a Finance company, this is not applicable.

Foreign Exchange Earning & Outgo:

The Company has neither earned nor spent any Foreign Exchange.

Cash Flow Statement :

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash flow Statement for the year 2011-12 is annexed hereto.

Management Discussion and Analysis Report :

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith forming part of this Annual Report.

Corporate Governance :

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Acknowledgement :

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, depositors and employees during the year under review.

On behalf of the Boards of Directors

Sd/-

Place : Mumbai S.K. Bagrodia

Dated :30/05/2012 Chairman & Director

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report with the audited statement of Accounts for the year ended 31st March 2010.

Financial Results;

Summary of the working result of the company for the Sixteenth Accounting Year ended 31st March, 2010 are given as below.

Rs. Rs. 2009-10 2008-09

Gross Profit/(Loss) (94,980.00) 214.805.00

Less: Depreciation 114,194.00 109,214.00

Profit/(Loss) before tax (209,174.00) 105,591.00

Less: Income Tax paid

earlier year - 730,350.00

Less : Provision For FBT - -

Profit/(Loss) after tax (209,174.00) (624,759.00)

Add : Balance brought

forward from previous year (15,203,930.00) (14,566,950.00)

(15,413,104.00) (15,191,709.00)

Less : Fringe Benefit Tax - (12,221.00)

(15,413,104.00) (15,203,930.00)

Dividend:

On account of accumulated losses, your directors regret their inability to recommend payment of dividend for the financial year under review.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments.

Fixed Deposits;

During the period under review, your company has not accepted any deposits as contemplated under the provisions of section 58A of the Companies Act, 1956. There are no deposits unpaid or unclaimed at the year- end.

Director:

Smt. Shailja Bagrodia and Shri. Vijay Kumar Lahoti shall be retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers themself for reappointment.

Employee :

None of the employees was in receipt of remuneration in excess of limits specified in section 217(2A) of the Companies Act, 1956 read with Companies (particulars of Employees) Rule, 1975.

Auditors:

M/s. Vijay R. Tater & Co., Chartered Accountants, Mumbai retiring Auditors will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors Responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable Accounting standards have been followed ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

(iii) the Directors 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 fraud and irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Conservation of Energy. Technology Absorption:

Being a Finance company, this is not applicable.

Foreign Exchange Earning & Outgo:

The Company has neither earned nor spent any Foreign Exchange.

Cash Flow Statement :

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash flow Statement for the year 2009-10 is annexed hereto.

Management Discussion and Analysis Report :

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is annexed herewith forming part of this Annual Report.

Corporate Governance :

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Acknowledgement :

Your Directors would like to express their appreciation for co-operation and assistance received from the shareholders, bankers, depositors and employees during the year under review.

On behalf of the Boards of Directors

Place : Mumbai S.K. Bagrodia

Dated : 25/08/2010 Chairman & Managing Director