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06-08-2025 | 10:55 am

GSL SECURITIES LTD.

1/25 & 1/26, TARDEO AIR CONDITIONED MARKET SOCIETY, TARDEO ROAD,

MUMBAI – 400034

TEL: 022 – 23516166 EMAIL: gslsecuritiesltd@gmail.com

WEBSITE: www.gslsecurities.com

CIN NO. L65990MH1994PLC077417

Date: 06.08.2025

The BSE Limited, Calcutta Stock Exchange Limited

1st Floor, New Trading Ring, Rotunda Building, 7, Lyons Range,

Phiroze Jeejeebhoy Towers, Kolkata-700001.

Dalal Street, Fort,

Mumbai- 400001.

BSE Scrip Code: 530469 CSE Scrip Code: 17060

Sub: Annual Report 2024-25

Dear Sir/ Madam,

Pursuant to provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements),

2015, We hereby are submitting herewith the Annual Report of the company for the financial Year

2024-25 along with the Notice of the 31st AGM of the Company scheduled to be held on Saturday, 30th

August, 2025 at 10.00 a.m. at Registered Office of the Company situated at 25 & 26, 1st Floor, AC

Market Building, Tardeo, Mumbai – 400 034.

The aforesaid Annual Report is being uploaded on the Company's website at http://

https://www.gslsecurities.com/annual-reports.

Further, the Company has fixed August 23, 2025 as the cut-off date to ascertain the eligibility of the

Members entitled to vote electronically ("remote e-voting") or avail the voting facility at the AGM.

The Company is providing e-voting facility to its members through the remote e-voting services

provided by National Securities Depository Limited (NSDL).

Kindly take annual report on records.

Thanking you,

Yours faithfully,

For GSL Securities Limited,

Mahesh Purohit

Company Secretary and Compliance Officer

----------------Page (0) Break----------------

31st Annual Report

2024-2025

GSL SECURITIES LIMITED

SECURITIES

LIMITED

----------------Page (1) Break----------------

GSL SECURITIES LIMITED

CIN : L65990MH1994PLC077417

BOARD OF DIRECTORS : Mr. Santkumar Bagrodia

Chairman and Managing Director

Mrs. SHAILJA BAGRODIA

(Non Executive Director)

Mr. MACHHINDRANATH PATIL

(Independent Director)

Mrs. SUVARNA SHINDE

(Independent Director)

COMPANY SECRETARY :MR. MAHESH SUNDERLAL PUROHIT

CFO : SWARA SWAPNIL KANADE

AUDITORS :M/s. VRSK & CO. LLP

SECRETARIAL AUDITORS :M/s. SHIV HARI JALAN & CO.

BANKERS :UNION BANK OF INDIA

ICICI BANK LTD

REGISTERED OFFICE : Regd. Off.: 1/25 & 1/26 1st Floor, Tardeo

Airconditioned Market Society, Tardeo Road,

Mumbai - 400 034.

REGISTRARS & SHARE : M/s. PURVA SHAREGISTRY (INDIA) PVT. LTD.

TRANSFER AGENTSShivshakti Industrial Estate, Gala No.9,

Sitaram Mills Compound, J.R. Boricha Marg,

Mahalaxmi, Mumbai – 400 011.

DEPOSITORY : NATIONAL SECURITY DEPOSITORY LTD. (NSDL.)

CENTRAL DEPOSITORY SERVICES

(INDIA) LTD. (CSDL).

----------------Page (2) Break----------------

N O T I C E

NOTICE is hereby given that the 31st (Thirty-first)

Annual General Meeting of the members of M/s.

GSL SECURITIES LIMITED (‘the Company’)

will be held on Saturday, 30th August, 2025 at

10.00 a.m. at Registered Office of the Company

at 25 & 26, 1st Floor, AC Market Building, Tardeo,

Mumbai-400034, to transact the following

business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited

Financial statements of the company for the

financial year ended 31st March, 2025 and the

Director’s Report and Auditor’s Report thereon.

2. To appoint a director in place of Mr. Santkumar

Bagrodia (DIN 00246168), who retires by

rotation and being eligible, offers herself for

reappointment.

SPECIAL BUSINESS:

3. To re-appoint Mr. Santkumar Bagrodia (DIN:

00246168) as the Managing Director of the

Company for a further period of one (1) year:

To consider and if thought fit, to pass the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to provisions of

section 2(54), 196, 197 and 203 and read with

Schedule V and other applicable provisions, if

any, of the Companies Act, 2013, read with rules

made thereunder, SEBI (LODR) Regulations,

2015 (including any statutory modification(s) or

re-enactment thereof), for the time being in

force, Article of Association of the company and

on recommendation of Nomination and

Remuneration committee and Board of Directors,

the consent of members be and are hereby

accorded for reappointment of Mr. Santkumar

Bagrodia (DIN: 00246168) as the Managing

Director of the Company for a further period

of one year commencing from October 01st,

2025 till September 30th, 2026, upon such terms

and conditions as mentioned hereinafter with

liberty to the Board and Nomination and

Remuneration Committee to alter and vary the

terms and conditions of the said re-appointment

and/or remuneration as it may deem fit subject to

the overall limits as approved by the

Shareholder.

Following are the terms and conditions of his

reappointment:

I. Remuneration:

a. Salary:

Remuneration not exceeding Rs. 9,00,000/-

p.a

b. Commission: N.A

c. Perquisites: N.A

II. Tenure:

Reappointment shall be for a period of 1 Year

commencing from 01.10.2025 to 30.09.2026.

RESOLVED FURTHER THAT consent of the

board be and is hereby accorded on the

payment of advance salary to Mr. Santkumar

Bagrodia, Managing Director of the Company,

as and when required, as according to

Company’s policies on such terms and conditions

as decided by the Nomination and Remuneration

Committee and Board of Directors of the

Company time to time.

RESOLVED FURTHER THAT any Director

or the Company Secretary of the Company be

and is hereby authorized to sign and file

necessary forms with the Registrar of

Companies and to do all such acts, deeds,

matters and things as may be necessary to give

effect to the above resolution.”

4. Adoption of New Set of Articles of Association as

Companies Act, 2013

To consider and if thought fit, to pass the following

resolution as a Special Resolution:

RESOLVED THAT, pursuant to the

provisions of Section 14 and all other

applicable provisions of the Companies Act,

2013 read with Companies (Incorporation) Rules,

2014 (including any statutory modification(s) or

re-enactment thereof, for the time being in

force), the draft regulations as contained in

the Articles of Association be and are hereby

approved and adopted in substitution, and to

the entire exclusion, of the regulations

contained in the existing Articles of Association

of the Company.

RESOLVED FURTHER THAT, the Board of

Directors of the Company be and is hereby

authorised to do all acts and take all such steps

as may be necessary, proper or expedient to

give effect to this resolution.”

----------------Page (3) Break----------------

5. To Issue of Equity Shares on Preferential Basis to

Non- Promoter:

To consider and if thought fit, to pass the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to provisions of

Sections 42, 62 and other applicable

provisions, if any, of the Companies Act, 2013,

(including any statutory modification or re-

enactment thereof for the time being in force)

read with the Companies (Prospectus and

Allotment of Securities) Rules, 2014 and the

Companies (Share Capital and Debentures)

Rules, 2014 (including any statutory modification

or re-enactment thereof for the time being in

force), Chapter V of the Securities and

Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2018

as amended (“SEBI (ICDR) Regulations,

2018”),

the Securities and Exchange Board of India

(Substantial Acquisitions of Shares and

Takeovers) Regulations, 2011, as amended

(“Takeover Regulations”), the Securities and

Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations,

2015, as amended and the rules, regulations,

notifications and circulars issued thereunder

and other applicable law including any other rules,

regulations, guidelines, notifications, circulars and

clarifications issued thereon from time to time by

the Government of India, the Securities and

Exchange Board of India (“SEBI”), Reserve Bank

of India (“RBI”), the Ministry of Corporate Affairs,

the respective stock exchanges where the equity

shares of the Company are listed (“Stock

Exchanges”), and or any other competent

regulatory authority and in accordance with the

uniform listing agreements entered into with the

Stock Exchanges and in accordance with the

enabling provisions of the Memorandum of

Association and Articles of Association of the

Company and subject to such approvals,

consents, permissions and sanctions as may be

necessary or required from regulatory or other

appropriate authorities, including but not limited to

the Stock Exchanges and SEBI and subject to

such conditions and modifications as may be

prescribed, stipulated or imposed by any of them

while granting such approval, consents,

permissions and sanctions and which terms may

be agreed to by the Board of Directors of the

Company (hereinafter referred to as “the Board”

which expression shall include any Committee

constituted by the Board or any person(s)

authorized by the Board to exercise the powers

conferred on the Board by this Resolution) and

subject to such terms, conditions and

modifications as the Board may in its discretion

impose or agree to, consent of the Members be

and is hereby accorded to authorize, to create,

issue, offer and allot by way of Preferential

Allotment, upto 10,25,100 Equity Shares of Face

Value of Rs. 10/- (Rupees Ten only) each at an

Issue Price of Rs. 41.50/- (Rupees Forty One

and Fifty Paise) (including premium of Rs.

31.50/- each) aggregating to Rs. 4,25,41,650/-

(Rupees Four Crores Twenty Five Lakhs Forty

One Thousand Six Hundred and Fifty only) to

Strategic Investors (being Non-Promoters), on

preferential allotment basis in compliance with

Chapter V of SEBI (ICDR) Regulations, 2018 and

subsequent amendments thereto & on such terms

and conditions and in such manner as the

Board may in its absolute discretion deem fit, to

the following persons/entities as mentioned

below:

Sr.

No.

Name of

the

Proposed

Allottees

No. of

Equity

propose

d to be

allotted

Name of

the

Ultimate

Benefici

al Owner

Category-

Non

Promoters

1. Shrikant

Mitesh

Bhangdiya

3,41,700 Shrikant

Mitesh

Bhangdiya

2. Aarti

Shrikant

Bhangdiya

3,41,700 Aarti

Shrikant

Bhangdiya

3. Sonal

Kirtikumar

Bhangdiya

3,41,700 Sonal

Kirtikumar

Bhangdiya

Total 10,25,100

RESOLVED FURTHER THAT:

i. The Relevant Date for the purpose of

pricing of issue of Equity Shares in

accordance with the Regulation 161 of

SEBI (ICDR) Regulations, 2018 (as

----------------Page (4) Break----------------

amended) be fixed as 31st July, 2025 to

consider the proposed preferential issue of

Equity Shares.

ii. The Equity Shares as may be offered,

issued, and allotted in accordance with the

terms of this resolution, shall be in

dematerialised form.

iii. The Equity Shares to be allotted shall rank

pari passu in all respects with the existing

Equity Shares of the Company, including

dividend.

iv. The Equity Shares shall be issued and

allotted by the Company to the Proposed

Allottees within a period of 15 days from

the date of passing of this special

resolution provided that where any

approval or permission by any regulatory

authority or the Central Government or the

Stock Exchanges is pending, the allotment

shall be completed within a period of 15

days from the date of such approval or

permission, as the case may be in

compliance with Regulation 170 of the

SEBI (ICDR) Regulations, 2018.

RESOLVED FURTHER THAT the Equity Shares

to be offered, issued and allotted shall be subject

to lock in for such periods as prescribed in

Regulation 167 of the SEBI (Issue of Capital

and Disclosure Requirements) Regulations,

2018.

RESOLVED FURTHER THAT the Equity Shares

to be so created, offered, issued and allotted shall

be subject to the provisions of the Memorandum

and Articles of Association of the Company.

RESOLVED FURTHER THAT subject to the

SEBI (ICDR) Regulations, 2018 and other

applicable laws the Board be and is hereby

authorised to decide and approve the other

terms and conditions of the issue of the above-

mentioned Equity Shares and to vary, modify or

alter the terms and conditions and size of the

issue, as it may deem expedient, without being

required to seek any further consent or

approval of the Company in a General

Meeting.

RESOLVED FURTHER THAT the Board be

and is hereby authorized to accept any

modifications in the proposal as may be

required by the agencies involved in such

issues but subject to such conditions as the

Reserve Bank of India (RBI) / Securities and

Exchange Board of India (SEBI) and/ or such

other appropriate authority may impose at the

time of their approval as agreed by the Board.

RESOLVED FURTHER THAT for the purpose

of giving effect to this resolution, the Board be

and is hereby authorized on behalf of the

Company to take all such actions and do all

such deeds, matters and things as it may, in its

absolute discretion, deem necessary, desirable or

expedient and to settle any question, difficulties or

doubts that may arise in this regard including but

not limited to the offering, issue and allotment of

Equity Shares of the Company as it may in its

absolute discretion deem fit and proper.

RESOLVED FURTHER THAT Mr. Santkumar

Bagrodia (DIN: 00246168), Managing Director of

the Company or Mr. Mahesh Purohit, Company

Secretary and Compliance Officer of the

Company be and is hereby severally

authorized to do all such act (s), deed(s) and

things including all forms, documents, filing

with Ministry of Corporate Affairs/ Registrar of

Companies, Stock Exchanges, Depositories or

any other agency as may be necessary and

incidental to give effect to the aforesaid

Resolution.

RESOLVED FURTHER THAT the Board be and

is hereby authorized to delegate all or any of the

powers herein conferred by this resolution to

any Director or Directors or to any Committee

of Directors or to any Officer or Officers of the

Company to give effect to this resolution

including execution of any documents on behalf

of the Company and to represent the Company

before any governmental or regulatory

authorities and to appoint any professional

advisors, consultants, advocates and advisors to

give effect to this resolution and further to take all

others steps which may be incidental,

consequential, relevant or ancillary in this

connection.”

Place: Mumbai

Date: 02.08.2025

By Order of the Board of Directors

For GSL Securities Limited

Sd/-

Mahesh Purohit

Company Secretary

Membership No: A45306

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NOTES FOR MEMBERS’ ATTENTION:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF/HERSELF AND PROXY NEED NOT BE A MEMBER OF THE

COMPANY. IN ORDER TO BE VALID, THE INSTRUMENTS APPOINTING THE PROXY MUST BE

DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS

BEFORE THE SCHEDULED TIMING OF THE MEETING.

2. A PERSON CAN ACT, AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND

HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE

CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS.

3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a

scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc.,

authorizing its representative to attend the AGM on its behalf and to vote through remote e-voting. The said

Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address

to shivharijalancs@gmail.com with a copy marked to gslsecuritiesltd@gmail.com.

4. The Register of Members & Share Transfer Books of the Company shall remain closed from Sunday,

24th August, 2025 to Saturday, 30th August, 2025 (both days inclusive).

5. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be

transferred only in dematerialized form with effect from, April 1, 2019, except in case of request for

transmission or transposition of securities. In view of this and to eliminate all risks associated with

physical shares and for ease of portfolio management, members holding shares in physical form are

requested to consider converting their holdings to dematerialized form. Members can contact the

Company or Company’s Registrars and Transfer Agents, M/s. Purva Sharegistry (India) Pvt. Ltd

(“Purva Sharegistry”) for assistance in this regard.

6. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are

requested to register the same with their DPs in case the shares are held by them in electronic form

and with Purva Sharegistry in case the shares are held by them in physical form.

7. Members are requested to intimate changes, if any, pertaining to their name, postal address, email

address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations,

power of attorney, bank details such as, name of the bank and branch details, bank account number,

MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to

Purva Sharegistry in case the shares are held by them in physical form.

8. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the

Members in respect of the shares held by them. Members who have not yet registered their nomination are

requested to register the same by submitting Form No. SH-13. Members are requested to submit the

said details to their DP in case the shares are held by them in electronic form and to Purva

Sharegistry in case the shares are held in physical form.

9. Members are requested to note the following:

Members holding shares in physical form are requested to intimate any change in their address, name,

bank details, ECS mandates, nominations, Power of Attorney, etc. to the Company's Registrar and

Transfer Agent, M/s. Purva Sharegistry (India) Pvt. Ltd. having its office at Unit no. 9, Shivshakti

Industrial Estate, J.R. Boricha Marg, Opp. Lodha Excelus, Lower Parel (East), Mumbai - 400 011.

Kindly quote the ledger folio number in all your correspondence. For updation of the bank account

details / mandate, kindly send the scan copy of a signed request letter mentioning therein the name,

folio number, bank account details, self-attested copy of PAN card / Form ISR-1 and Form ISR-2 (as

applicable, refer note no. 8 above) and a cancelled cheque leaf with pre-printed name of the Member

----------------Page (6) Break----------------

(first shareholder) of the Company, to the Registrar and Transfer Agent.

SEBI vide its Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (“SEBI

Circular”) and the FAQs released by the SEBI has provided common and simplified norms for

processing investor’s service request by RTAs and norms for furnishing PAN, KYC and Nomination

details. Further, as per the said SEBI Circular, the Shareholders holding shares in physical form and

who have not updated their KYC details (viz., PAN; Choice of Nomination; Contact Details; Mobile

Number; Bank Account Details and signature) against their folio on or after April 01, 2024 with Purva

Sharegistry (India) Pvt. Ltd., Registrar and Transfer Agent of the Company ("RTA"), their dividend shall be

withheld by the Company and the same shall be immediately released electronically, upon updation of

KYC.

Members holding shares in dematerialized form are requested to intimate any change in their address,

name, bank details, ECS mandates, nominations, Power of Attorney, etc. to their respective Depository

Participants (DPs) only. Kindly quote client ID and DP ID numbers in all your correspondence.

10. In case of joint holders, the Member whose name appears as the first holder in the order of names as

per the Register of Members of the Company will be entitled to vote at the AGM.

11. Members seeking any information with regard to the accounts or any matter to be placed at the AGM,

are requested to write to the Company on or before August 28, 2025 through email on

gslsecuritiesltd@gmail.com. The same will be replied by the Company suitably.

12. Disclosure with respect to Demat suspense account / unclaimed suspense account

Information pursuant to Regulation 34 (3) read with Clause F of Schedule V of LODR: As on date of this

report, there are no shares in the demat suspense account or unclaimed suspense account of the

Company.

13. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the

Company is pleased to provide the facility to Members to exercise their right to vote by electronic

means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on

Saturday, August 23, 2025, are entitled to vote on the Resolutions set forth in this Notice. Members who

have acquired shares after the dispatch of the Annual Report and before the book closure may

approach the Company for issuance of the User ID and Password for exercising their right to vote by

electronic means.

14. The Company has appointed M/s. Shivhari Jalan & Co., Practicing Company Secretaries, to act as the

Scrutinizer, for conducting the scrutiny of the votes cast. The Members desiring to vote through

electronic mode may refer to the detailed procedure on e-voting given hereinafter.

15. All documents referred to in the Notice and the Explanatory Statement/Annexure shall be made

available for inspection by the Members of the Company, without payment of fees at the Registered

Office of the Company during normal business hours (11:00 a.m. to 5:00 p.m.) on all working days

except Saturday and Sunday, up to and including the date of the Annual General Meeting of the

Company. Members desirous of inspecting the same may send their requests not later than August 30,

2025 at gslsecuritiesltd@gmail.com from their registered e-mail addresses mentioning their names and folio

numbers/demat account numbers. In accordance with the MCA Circulars, the Register of Directors and Key

Managerial Personnel and their shareholding maintained under section 170 of Companies Act, 2013 and

of the Companies Act, 2013 and Relevant documents referred to in this Notice of AGM and explanatory

statement will be available for inspection on the date of AGM and shall remain open and be accessible to

any Member.

16. The Route Map to reach venue of AGM is annexed to this Notice.

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17. The relevant details, pursuant to 36(3) of the SEBI Listing Regulations and Secretarial Standard on

General Meetings issued by the Institute of Company Secretaries of India, in respect of Director

seeking re-appointment / appointment at this AGM is annexed. Explanatory Statement, pursuant to

Section 102 of the Companies Act, 2013 (‘the Act’), relating to the Special Business to be transacted at this

Annual General Meeting (‘AGM’) is also annexed.

18. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the

Company is pleased to provide the facility to Members to exercise their right to vote by electronic

means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on

Saturday, August 23, 2025, i.e. the date prior to the commencement of book closure date are

entitled to vote on the Resolutions set forth in this Notice. Members who have acquired shares after the

dispatch of the Annual Report and before the book closure may approach the Company for issuance of the

User ID and Password for exercising their right to vote by electronic means.

19. SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023 (updated vide

master circular SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 as on December 20, 2023), inter alia

states that to resolve a grievance, the Member shall first take up the grievance with the listed entity. If

the grievance is not resolved satisfactorily, the Member can escalate it through the SCORES Portal

following the specified guidelines. If the Member is not satisfied with the outcome, the Member can

initiate the dispute resolution through the Online Dispute Resolution ("ODR") Portal

(https://smartodr.in/login). Members may peruse the said master circular for details.

20. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

The remote e-voting facility starts on Wednesday, 27th August, 2025 at 9.00 a.m. and ends on Friday, 29th

August, 2025 at 5.00 p.m. During this period, Members of the Company holding shares either in physical

form or in dematerialised form, as on the cut-off date of Saturday, August 23, 2025, may cast their votes

electronically. The remote e-voting module will be disabled by NSDL for voting thereafter at 5.00 p.m. on

Friday, 29th August, 2025 at 5.00 p.m. Once the vote on a resolution is cast by the Member, the Member

shall not be allowed to change it subsequently.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,

Individual shareholders holding securities in demat mode are allowed to vote through their demat account

maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile

number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders Login Method

Individual Shareholders holding

securities in demat mode with

NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz.

https://eservices.nsdl.com either on a Personal Computer or on a

mobile. On the e-Services home page click on the “Beneficial Owner”

icon under “Login” which is available under ‘IDeAS’ section , this will

prompt you to enter your existing User ID and Password. After

successful authentication, you will be able to see e-Voting services

under Value added services. Click on “Access to e-Voting” under e-

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Voting services and you will be able to see e-Voting page. Click on

company name or e-Voting service provider i.e. NSDL and you will

be re-directed to e-Voting website of NSDL for casting your vote during

the remote e-Voting period. If you are not registered for IDeAS e-

Services, option to register is available at https://eservices.nsdl.com.

Select “Register Online for IDeAS Portal” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal

Computer or on a mobile. Once the home page of e-Voting system is

launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section. A new screen will open. You will have

to enter your User ID (i.e. your sixteen digit demat account number

hold with NSDL), Password/OTP and a Verification Code as shown on

the screen. After successful authentication, you will be redirected to

NSDL Depository site wherein you can see e-Voting page. Click on

company name or e-Voting service provider i.e. NSDL and you will

be redirected to e-Voting website of NSDL for casting your vote during the

remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “NSDL

Speede” facility by scanning the QR code mentioned below for

seamless voting experience.

----------------Page (9) Break----------------

Individual Shareholders holding

securities in demat mode with

CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login

through their existing user id and password. Option will be made

available to reach e-Voting page without any further authentication.

The users to login Easi /Easiest are requested to visit CDSL website

www.cdslindia.com and click on login icon & New System Myeasi Tab

and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-

Voting option for eligible companies where the evoting is in progress

as per the information provided by company. On clicking the evoting

option, the user will be able to see e-Voting page of the e-Voting

service provider for casting your vote during the remote e-Voting

period. Additionally, there is also links provided to access the system

of all e-Voting Service Providers, so that the user can visit the e-Voting

service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is

available at CDSL website www.cdslindia.com and click on login &

New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available on

www.cdslindia.com home page. The system will authenticate the user by

sending OTP on registered Mobile & Email as recorded in the

Demat Account. After successful authentication, user will be able to

see the e-Voting option where the evoting is in progress and also able to

directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding

securities in demat mode) login

through their depository

participants

You can also login using the login credentials of your demat account

through your Depository Participant registered with NSDL/CDSL for e-

Voting facility. upon logging in, you will be able to see e-Voting option.

Click on e-Voting option, you will be redirected to NSDL/CDSL Depository

site after successful authentication, wherein you can see e-Voting feature.

Click on company name or e-Voting service provider i.e. NSDL and you will

be redirected to e-Voting website of NSDL for casting your vote during the

remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID

and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues

related to login through Depository i.e. NSDL and CDSL.

Individual Shareholders holding

securities in demat mode with NSDL

Members facing any technical issue in login can contact NSDL

helpdesk by sending a request at evoting@nsdl.co.in or call at

022 - 4886 7000 and 022 - 2499 7000

Individual Shareholders holding

securities in demat mode with CDSL

Members facing any technical issue in login can contact CDSL

helpdesk by sending a request at helpdesk.evoting@cdslindia.com or

contact at toll free no. 1800 22 55 33

----------------Page (10) Break----------------

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in

demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available

under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification

Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at

https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after

using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote

electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL

or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat

account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client

ID is 12****** then your user ID is

IN300***12******.

b) For Members who hold shares in demat

account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in Physical

Form.

EVEN Number followed by Folio Number

registered with the company

For example if folio number is 001*** and EVEN

is 101456 then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login

and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial

password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to

enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial

password’ is communicated to you on your email ID. Trace the email sent to you from

NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file.

Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL

account, last 8 digits of client ID for CDSL account or folio number for shares held in

physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for

those shareholders whose email ids are not registered.

----------------Page (11) Break----------------

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your

password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with

NSDL or CDSL) option available on www.evoting.nsdl.com.

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

www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at

evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and

your registered address etc.

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

Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are

holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of

shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

----------------Page (12) Break----------------

Process for those shareholders whose email ids are not registered with the depositories/ company for

procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this

notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned

copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),

AADHAR (self-attested scanned copy of Aadhar Card) by email to gslsecuritiesltd@gmail.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit

beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested

scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to

gslsecuritiesltd@gmail.com. If you are an Individual shareholders holding securities in demat mode,

you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting

for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id

and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,

Individual shareholders holding securities in demat mode are allowed to vote through their demat

account maintained with Depositories and Depository Participants. Shareholders are required to

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy

(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen

signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail

to shivharijalancs@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e.

other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney /

Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-

Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep

your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts

to key in the correct password. In such an event, you will need to go through the “Forgot User

Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to

reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-

voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on

toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Prasad Madiwale) at

evoting@nsdl.co.in

----------------Page (13) Break----------------

update their mobile number and email ID correctly in their demat account in order to access e-Voting

facility.

21. The Scrutinizer shall, within the timelines prescribed under the applicable law, after the conclusion of the e-

voting period and conclusion of AGM, unblock the votes in the presence of at least two witnesses (not in the

employment of the Company) and the consolidated Scrutinizer’s Report of the votes cast in the favor or

against, if any, shall be submitted to the Chairman of the AGM or any authorized Director of the Company.

Within two working days from the conclusion of the AGM, the voting results shall be intimated by the Company to

NSDL and the Stock Exchanges where the Company’s securities are listed, and shall be displayed along

with the Scrutinizer’s report on the Company’s website www.gslsecurities.com and NSDL’s website

www.evoting.nsdl.com. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be

passed on the date of 31st AGM i.e. August 30, 2025.

Place: Mumbai By Order of the Board of Directors

Date: 02.08.2025 For GSL Securities Limited

Sd/-

Mahesh Purohit

Company Secretary

Membership No: A45306

----------------Page (14) Break----------------

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

(THE ACT):

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

Item No. 3

Subject to approval by the shareholders of the company, The Board of Directors and on the recommendation of

Nomination and Remuneration Committee, at their meeting held on August 02, 2025 have re-appointed Mr.

Santkumar Bagrodia as a Managing Director of the Company for a the period of One year @ such remuneration

payable to Managing Director with power to make such variation, or increase therein as may be thought fit from time

to time, but within the ceiling laid down in Schedule V of the Companies Act, 2013 or any statutory

amendment or relaxation thereto.

It is proposed to seek the members’ approval for the appointment and remuneration payable to Mr. Santkumar

Bagrodia as Managing Director of the Company, in terms of the applicable provisions of the Act.

Broad particulars of the terms of appointment of and remuneration payable to Mr. Managing Director are as

under:

a. Salary:

Remuneration not exceeding Rs. 9,00,000/- p.a

b. Commission: N.A

c. Perquisites: N.A

The relevant complete resolutions passed by the Board of Directors are available for inspection by the Members

at the Registered office of the Company on any working day (except Sundays and Public Holidays) between 11

a.m. and 3.00 p.m. up to the date of the Annual General Meeting and will also be kept open electronically during the

AGM.

The information as required under part (B) (iv) of Section II in Part II of Schedule V of the Companies Act, 2013

is given hereunder.

The extracts of remuneration given above shall be deemed to be the extracts of remuneration required to be

furnished under Section 190 of the companies Act, 2013.

I. General Information

a) Nature of Industry: Non-Banking Financial Company.

b) Date or expected date of commencement of Commercial Production: The Company is going concern and it

has already commenced its business activities.

c) In case of New Companies, expected date of commencement of activities as per Project approved by

financial institutions appearing in the prospectus. N. A.

d) Financial performance based on given indicators

----------------Page (15) Break----------------

For the year ended 31.03.2025

Particulars Amount (Rs. In lakhs)

Profit After Tax (Rs.) -16.46

EPS (Face Value Rs. 10/-) - 0.51

Net Worth (Rs.) 581.62

e) Foreign Exchange Earnings and Outgo:

Particulars 2024-25

(Rs.)

Foreign Exchange Earnings

Nil CIF Value of Imports

Foreign Exchange Outgo

f) Foreign investments or collaborations:

Details of Foreign Investment as on 30.06.2025:

Sr. No Category of Shareholder Number of Shares % Of shares

1 NRI 2,880 0.09

II. Information about the Managing Director:

Name Background Details Past

Remu-

neration

Recognit

ion or

awards

Job profile

and his

suitability

Remuneration

proposed

Comparative

remuneration

profile with

respect to

industry, size of

the Company,

profile of the

position and the

person

Pecuniary

relationship

directly or

indirectly with

the Company

or relationship

with the

managerial

personnel, if

any,

Mr.

Santkumar

Bagrodia

AGE: 71 years

Qualification:

Bachelor in

Commerce (B. Com)

Experience: He

has been affiliated

with the Company

as a member of the

Board of

Directors since

29.03.1994 and

from then the

Company has

been taking the

advantage of his

guidance and

supervision.

Rs.

9,00,000

P.A.

Nil Managing

Director. He

is most

suitable

candidate to

the present

job

Rs.

9,00,000

P.A.

Taking into

consideration the

size of the

Company, the

profile,

knowledge, skills

and

responsibilities

shouldered by

Mr. Santkumar

Bagrodia, the

remuneration

proposed to be

paid is

commensurate

with the

remuneration

packages paid

to their similar

counterparts in

other companies.

Except Mr.

Santkumar

Bagrodia and

Mrs. Shailja

Bagrodia,

none of the

Directors and

Key

Managerial

Personnel of

the Company

and their

respective

relatives is, in

any way,

concerned or

interested, in

the Resolution

set out at Item

No. 3 of this

Notice

----------------Page (16) Break----------------

III. Other Information

1. Reasons for inadequacy of profit.

- General Economy slowdown of the country at large as a result of which the overall Total Industry Volume (TIV)

collapsed;

2. Steps taken or proposed to be taken for improvement.

- Cost Reduction

- Improvement of Efficiency

- Proposed appointment is the requisite step for improvement.

3. Expected increase in productivity and profits in measurable terms

- The company is likely to reach higher post-tax profit in the current financial year.

IV. Disclosures

1. The shareholders of the company are informed about the remuneration package of Directors through details in

the explanatory statement accompanying notice of Annual general meeting of the company.

2. The Corporate Governance report is not applicable to the company however all the details and components of

managerial remuneration are disclosed in the explanatory statement accompanying notice of Annual general

meeting of the company.

The Board recommends the Special Resolution at Item No. 3 of this Notice for approval of the Members.

Except Mr. Santkumar Bagrodia and Mrs. Shailja Bagrodia, none of the Directors and Key Managerial Personnel of

the Company and their respective relatives is, in any way, concerned or interested, in the Resolution set out at

Item No. 3 of this Notice.

Item No. 4

The existing Articles of Association (AOA) of the Company are based on the provisions of the Companies Act,

1956 (the “erstwhile Act”) and several regulations in the existing AOA contained reference to specific sections of the

erstwhile Act and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013

(the “new Act”).

In order to bring the existing AOA of the Company in line with the provisions of the new Act, the Company will

have to make numerous changes in the existing AOA. It is therefore considered desirable to adopt a

comprehensive new set of Articles of Association of the Company (new Articles) in substitution of and to the

exclusion of the existing AOA.

The Board at its meeting held on 02.08.2025 has approved the adoption of new set of Articles of Association of the

Company. In terms of Section 14 of the Act, the consent of the Members by way of Special Resolution is

required for adoption of new set of Articles of Association of the Company.

A copy of the proposed set of new AOA of the Company would be available for public inspection at the

registered office of the Company and on the Company’s website for electronic inspection up to the date of the

Annual General Meeting (“AGM”).

None of the Directors/ Key Managerial Personnel of the Company/their relatives are in any way concerned or

interested (financial or otherwise), in the resolution set out in Item No. 4 of AGM Notice.

The Board recommends passing of the resolution set out at Item No. 4 for the approval of the members of the

Company by way of a Special Resolution.

----------------Page (17) Break----------------

Item No. 5

The Board of the Directors of the Company at its meeting held on 2nd August, 2025 has given their consent

subject to approval of Members by way of Special Resolution to issue 10,25,100 Equity Shares to Strategic

Investors (Non-Promoters) on Preferential Allotment basis.

In terms of Section 62(1)(c) read with Sections 42 of the Companies Act, 2013 and rules made thereunder

(“Act”), and in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) as amended, and on the

terms and conditions and formalities as stipulated in the Act and the ICDR Regulations, the Preferential Issue

requires approval of the shareholders of the Company by way of a special resolution.

Accordingly, consent of the members is being sought in terms of Section 42 & 62 of the Companies Act 2013

and Chapter V of the SEBI (ICDR) Regulations, 2018.

The details of the issue and other particulars as required in terms of Regulation 163 of the Chapter V of the

SEBI (ICDR) Regulations, 2018, Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14

of Companies (Prospectus and allotment of securities) Rules, 2014 in relation to the above said Special

Resolution are given as under.

1. List of Allottees for Preferential Allotment of Equity Shares:

Sr. No. Name of the Proposed Allottees No. of Equity Shares

proposed to be allotted

Name of the Ultimate

Beneficial Owner

Category- Non Promoters

1. Shrikant Mitesh Bhangdiya 3,41,700 Shrikant Mitesh Bhangdiya

2. Aarti Shrikant Bhangdiya 3,41,700 Aarti Shrikant Bhangdiya

3. Sonal Kirtikumar Bhangdiya 3,41,700 Sonal Kirtikumar Bhangdiya

Total 10,25,100

2. Objects of the preferential issue:

The proposed issue of 10,25,100 Equity Shares to Strategic Investors (being Non-Promoters) on a

preferential allotment basis is being undertaken for cash consideration. This Preferential Issue is part of the

Company’s strategic capital-raising initiative aimed at strengthening its financial position to support future

growth and expansion. The primary purpose of this preferential issue is to meet the Company’s working

capital needs and general corporate purposes.

Broad range of proposed utilization of Issue proceeds:

Particulars Estimated Amount to be utilised

(Amount in Rs.)

Tentative Timeline for

Utilization of Issue Proceeds

from the date of receipt of funds

Working Capital 3,82,87,485 Within 12 months of the receipt

of the funds.

General Corporate

Purposes.

42,54,165

Total 4,25,41,650

The amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future

circumstances, given that the Objects are based on management estimates and other commercial and

technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market

and sectoral conditions, business performance and strategy, competition and other external factors,

which may not be within the control of the Company and may result in modifications to the proposed

schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with

applicable laws. If the Issue Proceeds are not utilised (in full or in part) for the Objects to any such

factors, the remaining Issue Proceeds shall be utilised to any other objects in such manner as may be

determined by the Board, in accordance with applicable laws.

----------------Page (18) Break----------------

Interim Use of Issue Proceeds

Our Company, in accordance with the policies formulated by our Board from time to time, will have

flexibility to deploy the Issue Proceeds in compliance with all the applicable laws and regulations. The

said deployment shall be done in compliance with the applicable laws pending complete utilization of

the Issue Proceeds for the Objects described above, our Company intends to, inter alia, invest the Issue

Proceeds in money market instruments, mutual funds, deposits in scheduled commercial banks,

securities issued by government of India or any other investments as permitted under applicable laws.

3. Maximum number of specified securities to be issued and price of the securities:

The resolution set out in the accompanying notice authorizes the Board to issue 10,25,100 Equity

Shares of Rs. 10/- each at an Issue Price of Rs. 41.50/- each (including premium of Rs. 31.50/- each)

on preferential basis for Cash consideration.

4. Pricing/ Basis on which the price of the Preferential Issue has been arrived at:

A] As required under Regulation 166A of the SEBI (ICDR) Regulations, 2018, the Valuation of

Equity Shares has been done by Suman Kumar Verma, IBBI Registered Valuer being an

Independent Registered Valuer using accepted valuation practices vide Valuation Report

dated 1st August, 2025. Accordingly, the Fair Value of Equity Shares is Rs. 31.83/- each. The

Valuation Report so obtained from the Independent Registered Valuer is placed on the

website of the Company www.gslsecurities.com under “https://www.gslsecurities.com/others” tab

and can be accessed through the following link: https://www.gslsecurities.com/others.

B] The Equity Shares of the Company are listed on BSE Limited (‘BSE’) and Calcutta Stock

Exchange Limited (‘CSE’) (referred to as “Stock Exchanges”). The Equity Shares of the

Company are frequently traded as per Regulation 164 (5) of Chapter V of the SEBI (ICDR)

Regulations, 2018. There is no trading done on CSE. In terms of Regulation 164 (1) of

Chapter V of SEBI (ICDR) Regulations, 2018, the minimum price at which equity shares shall be

issued shall not be less than higher of the following:

(a) Rs. 35.27/- each- the 90 Trading days volume weighted average price of the equity shares

of the Company quoted on the Stock Exchange preceding the Relevant Date; or

(b) Rs. 38.80/- each- the 10 Trading days volume weighted average price of the equity shares

of the Company quoted on the Stock Exchange preceding the Relevant Date.

Pursuant to above, the minimum issue price determined in accordance with Regulations

164(1) read with Regulation 161 of Chapter V of the SEBI (ICDR) Regulations, 2018 is Rs.

38.80/- each.

C] Method of determination of price as per the Articles of Association of the Company - Not

applicable as the Articles of Association of the Company does not provide for a method on the

determination of a floor price/ minimum price of the shares issued on preferential basis.

Accordingly, based on the Valuation provided by the Independent Registered Valuer as per Regulation

166A of the SEBI (ICDR) Regulations, 2018 in sub point A above and Valuation calculated as per

Regulation 164 (1) of Chapter V of the SEBI (ICDR) Regulations, 2018 in sub point B above, the

minimum issue price of the Equity Shares on Preferential basis is Rs. 38.80/- each (Face Value of Rs. 10/-

each + Premium of Rs. 28.80/- each) being the higher price of A or B.

In view of the above, and after considering all relevant factors, the Board of the Directors of the

Company has approved the issue price of Equity Shares on Preferential basis shall be at a price of Rs.

41.50/- each (Face Value Rs. 10/- each + Premium Rs. 31.50/- each).

5. Relevant date with reference to which the price has been arrived at:

The Relevant Date in terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 for determining the

price of Equity Shares with reference to the proposed allotment is 31st July, 2025.

6. The class or classes of persons to whom the allotment is proposed to be made:

The proposed preferential allotment of Equity Shares is made to Individuals belonging to Non-

Promoters category.

----------------Page (19) Break----------------

7. Intention of promoters, directors or key managerial personnel or senior management of the

issuer to subscribe to the offer:

None of the existing directors, promoters or key managerial personnel or senior management of the

Company have shown their intention to subscribe to proposed Preferential Issue of Equity Shares.

8. The change in control if any in the company that would occur consequent to the preferential

offer;

The proposed Preferential Allotment of Equity Shares will not result in any change in the management and

control of the Company.

9. Time frame within which the preferential allotment shall be completed:

As required under the Regulation 170 of SEBI (ICDR) Regulations 2018, the Company shall complete the

allotment of Equity Shares within a period of 15 days from the date of passing of this Special

Resolution by the shareholders in Annual General Meeting, provided that where any approval or

permission by any regulatory authority or the Central Government or the Stock Exchanges is pending, the

allotment shall be completed within a period of 15 days from the date of such approval or

permission.

10. Shareholding pattern before and after Preferential Issue would be as follows:

Sr.

No.

Category Pre Preferential Issue* Post Preferential Issue

No. of shares held % of share

holding

No. of shares held % of share

holding

A Promoters Holding

1 Indian

Individual 10,10,200 31.08 10,10,200 23.63

Bodies corporate 3,20,500 9.86 3,20,500 7.50

Sub-total 13,30,700 40.94 13,30,700 31.13

2 Foreign Promoters 0 0.00 0 0.00

Sub-total (A) 13,30,700 40.94 13,30,700 31.13

B Non-promoters'

holding

Institutional

investors

0 0.00 0 0.00

Non-institution

Private

corporate bodies

6,81,727 20.98 6,81,727 15.95

Indian public 11,54,898 35.54 21,79,998 50.99

(Others (including

HUF, NRIs, LLP,

Clearing

members, Trusts,

etc)

82,675 2.54 82,675 1.93

Sub-total (B) 19,19,300 59.06 29,44,400 68.87

C Non Promoter

& Non Public (C)

0 0.00 0 0.00

D GRAND TOTAL

(D)=

32,50,000 100.00 42,75,100 100.00

(A)+(B)+(C)

* As on 25th July, 2025

----------------Page (20) Break----------------

11. Consequential Changes in the Voting Rights:

Voting rights will change according to the change in the shareholding pattern mentioned above.

12. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be

allotted and/or who ultimately control the proposed allottees, the percentage of post

preferential issues that may be held by them and change in control if any in the issuer

consequent to the preferential issues:

Proposed

Allottees

Ultimate

Beneficial Owner

Pre Preferential

Issue*

No. of

Equity

proposed to

be allotted

Post Preferential Issue

of 10,25,100 Equity

No of

held

% of

holding

No of

shares held

% of

holding

Non Promoters

Shrikant Mitesh

Bhangdiya

Shrikant Mitesh

Bhangdiya

0 0.00 3,41,700 3,41,700 7.99%

Aarti Shrikant

Bhangdiya

Aarti Shrikant

Bhangdiya

0 0.00 3,41,700 3,41,700 7.99%

Sonal Kirtikumar

Bhangdiya

Sonal Kirtikumar

Bhangdiya

0 0.00 3,41,700 3,41,700 7.99%

* As on 25th July 2025

13. The Current and Proposed status of the allottees post the preferential issue namely, promoter

or non-promoter:

Sr. No. Name of the Proposed Allottees Current status of the

allottees namely

promoter or non-

promoter

Proposed status of the

allottees post the

preferential issue namely

promoter or non- promoter

1. Shrikant Mitesh Bhangdiya Non- Promoter Non- Promoter

2. Aarti Shrikant Bhangdiya Non- Promoter Non- Promoter

3. Sonal Kirtikumar Bhangdiya Non- Promoter Non- Promoter

14. The number of persons to whom allotment through preferential issue have already been made

during the year in terms of number of securities as well as price:

During the period from 01st April 2024 till the date of this notice, the Company has not made any

preferential issue of Equity Shares/ Convertible Warrants.

15. The justification for the allotment proposed to be made for consideration other than cash

together with valuation report of the Registered Valuer: Not Applicable, as the proposed allotment is

made for Cash consideration.

16. Undertakings:

i. The Issuer Company undertakes that they shall recompute the price of the specified securities in

terms of the provision of SEBI (ICDR) Regulations, 2018, as amended where it is required to do

so.

ii. The Issuer Company undertakes that if the amount payable on account of the re-computation of

price is not paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations,

2018, the specified securities shall continue to be locked–in till the time such amount is paid by

the allottees.

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17. Disclosure as specified under Regulation 163(1)(i) of SEBI(ICDR) Regulations 2018

Disclosure is not applicable in the present case as neither the Proposed Allottees, the beneficial

owners of Proposed Allottees nor the Company, its promoters and directors are wilful defaulters or

fraudulent borrowers.

18. Name and the address of Valuer who performed valuation- The Valuation of Equity Shares has

been done by Suman Kumar Verma, IBBI Registered Valuer being an Independent Registered Valuer (IBBI

Registration No. IBBI/RV/05/2019/12376) having its office at D-9, Lane No. 5, Mahavir Enclave,

Janakpuri- Dwarka Road, New Delhi- 110045.

19. Practicing Company Secretary’ Certificate:

A copy of the certificate from Mr. Shiv Hari Jalan, (Membership No. F5703), Proprietor of M/s. Shiv Hari

Jalan & Co., Practicing Company Secretary certifying that the Preferential Issue is being made in

accordance with the requirements of Chapter V of SEBI (ICDR) Regulations, 2018 shall be placed

before the shareholders at their proposed Annual General Meeting and the same shall be available for

inspection by the members at the Registered Office of the Company between 11:00 AM and 5:00 PM

on all working days between Monday to Friday from the date of dispatch/ email of the AGM Notice till

30th August, 2025. This certificate is also placed on the website of the Company

www.gslsecurities.com/others.

20. Lock-in period

The aforesaid allotment of Equity Shares on a preferential basis shall be locked in as per Regulation

167 of Chapter V of the SEBI (ICDR) Regulations, 2018, as amended. The entire pre-preferential

allotment shareholding of the allottees, if any, shall be locked-in as per Regulation 167 (6) of Chapter V of

the SEBI (ICDR) Regulations, 2018.

21. Material Terms of Issue of Equity Shares

Issue and allotment of 10,25,100 Equity Shares at a price of Rs. 41.50/- per share (Face Value of Rs.

10/- per share and Premium Rs. 31.50/- per share) on preferential allotment basis for cash

consideration. The Equity Shares allotted in terms of this resolution shall rank pari-passu with the

existing equity shares of the Company in all respects.

22. Disclosure pursuant to the provisions of Schedule VI of SEBI (ICDR) Regulations 2018:

It is hereby declared that neither the Proposed Allottees, the beneficial owners of Proposed Allottees,

nor the Company, its promoters and directors are wilful defaulters or fraudulent borrowers as defined

under SEBI (ICDR) Regulations, 2018 and neither the Proposed Allottees, the beneficial owners of

Proposed Allottees, nor the Company, its directors and promoters are fugitive economic offender as

defined under SEBI (ICDR) Regulations, 2018 and hence providing disclosures specified in Schedule

VI of SEBI (ICDR) Regulations 2018 does not arise.

23. Particulars of the offer, Kinds of Securities Offered, Price of the Securities Offered including

date of passing of Board resolution: Issue of 10,25,100 Equity Shares of Face Value of Rs.10/- each at

an issue price of Rs. 41.50/- each including premium of Rs. 31.50/- each on preferential basis for

Cash consideration.

Date of passing Board Resolution for aforesaid Preferential Issue is 2nd August, 2025.

24. Amount which the company intends to raise by way of such securities:

The Company intends to raise Rs. 4,25,41,650/- by way of Preferential Issue of 10,25,100 Equity

Shares.

25. Contribution being made by the promoters or directors either as part of the offer or separately

in furtherance of objects:

No contribution is being made by the existing promoters or directors either as part of the offer or

separately in furtherance of objects.

26. Principle terms of assets charged as securities: Not Applicable

27. Interest of the Promoters/ Directors:

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None of the existing Promoters, Director(s), Key Managerial Personnel and their relatives is, in any

way, directly or indirectly concerned or interested, financially or otherwise, in the above referred

resolutions except to the extent of their shareholding, if any.

Accordingly, the Board of Directors of your Company recommend the Resolution set out in Item No. 5 of this

Notice for the approval of the Members by way of passing a Special Resolution.

Place: Mumbai By Order of the Board of Directors

Date: 02.08.2025 For GSL Securities Limited

Sd/-

Mahesh Purohit

Company Secretary

Membership No: A45306

Registered Office:

25 & 26,1st Floor,

AC Market Building,

Tardeo Mumbai 400034

CIN: L65990MH1994PLC077417

Email: gslsecuritiesltd@gmail.com

Website: www.gslsecurities.com

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ANNEXURE TO NOTICE

DETAILS PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENT) REGULATIONS, 2015 IN RESPECT OF DIRECTORS SEEKING APPOINMENT / RE-

APPOINTMENT.

Sr. No Particular Details

1. Name of Director Mr. Santkumar Bagrodia

2. DIN/ PAN 00246168

3. Date of Appointment on the Board 29.03.1994

4. Date of Birth/ Age: 30th October, 1953/ 71 Years

5. Experience 30 years of experience

6. Nature of his/her expertise in specific functional

areas

Having rich experience in Accounting and

Finance

7. Terms and conditions of appointment /

reappointment along with details of remuneration

sought to be paid and remuneration last drawn

by such person

Mr. Santkumar Bagrodia has consented

to retire by rotation at the ensuing Annual

General Meeting, for compliance with the

requirement of Section 152 of the

Companies Act, 2013, and being eligible,

offers herself for re-appointment.

8. Details of last drawn remuneration Nil

9. Shareholding including shareholding as a

beneficial owner

3,54,400

10. Directorship in other Listed Company Nil

11. Chairman/Member of Committees in listed

Companies including GSL Securities Limited

Nil

12. Qualification B.Com

13. Disclosure of relationships between directors

inter-se:

Spouse of Mrs. Shailja Bagrodia, Non-

Executive Director

14. Functional Area Managing Director

15. Number of meetings of the Board attended

during the F.Y. 2024 - 25

4/4

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ROUTE MAP OF THE VENUE OF THE

ANNUAL GENERAL MEETING OF THE COMPANY

AGM Venue:

25 & 26,1st Floor,

AC Market Building,

Tardeo Mumbai 400034

Prominent Landmark:

Tardeo Towers

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COMPLIANCE CERTIFICATE

(Pursuant to Regulation 163(2), PART III of Chapter V of the SEBI (Issue of Capital

and Disclosure Requirements) Regulations, 2018 including any

amendment/modification thereof)

To,

The Board of Directors,

GSL SECURITIES LIMITED

25 & 26, 1st Floor, A C Market Building,

Tardeo, Mumbai- 400034,

Maharashtra

Dear

Sir/Madam,

Practicing Company Secretary's Certificate on the compliance with the

requirements of Chapter V of the Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations 2018, as amended (the "SEBI

ICDR Regulations"), in relation to proposed preferential issue of 10,25,100 (Ten

Lakhs Twenty Five Thousand One Hundred) Equity shares of Rs. 41.50/- each (Face

Value of Rs. 10/- each at a Premium of Rs. 31.50/- each) ("Equity Share") by GSL

Securities Limited.

1. This certificate is issued in accordance with the terms of our engagement vide letter

dated 01.08.2025.

2. We have been requested by the Board of Directors of GSL Securities Limited ("the

Company") having CIN L65990MH1994PLC077417 and having its registered office

at 25 & 26, 1st Floor, A C Market Building, Tardeo, Mumbai- 400034, Maharashtra to

certify that the proposed preferential issue of 10,25,100 (Ten Lakhs Twenty Five

Thousand One Hundred) Equity Shares with an issue price of Rs. 41.50/- (Rupees

Forty-one and Fifty paisa only) (including a premium of Rs. 31.50/- per Equity Share))

aggregating to an amount upto Rs. 4,25,41,650 (Rupees Four Crore Twenty-five

Lakhs Forty-one Thousand Six Hundred Fifty Only) ('Proposed Preferential Issue').

The Proposed Preferential Issue was approved at the meeting of Board of Directors

of the Company held on 02.08.2025, subject to shareholders approval, are in

compliance with the requirements of "Chapter V - Preferential Issue" of the SEBI

(ICDR) Regulations and the applicable provisions of the Companies Act, 2013 (the

"Act") and rules framed thereunder. This certificate is required to be annexed along

with the Annual General Meeting notice to be dispatched to the Shareholders and

hosted on the website of the Company as per requirement of Regulation 163(2) of the

SEBI (ICDR) Regulations. The Preferential offer shall be made to the following

proposed Allottees: (hereinafter referred to as "Proposed Allottees").

Head Office:. 1055, Level 10, Hubtown Solaris, N.S.Phadke Marg, Andheri (East), Mumbai - 400069

Branch Office:. 104, Mahavir Building, 44/46, Kalbadevi Road, Mumbai - 400002

:. shivharijalancs@gmail.com, :.(022) 22075834, 22075835, 26836215, 9869035834

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Sr.

No.

Name of the

proposed

Allottees

Permanent

Account

Number

Category

Number of

Equity

to be issued

1 Shrikant Mitesh

Bhangdiya

ATCPB1337J Non-Promoter 3,41,700

2 Aarti Shrikant

Bhangdiya

BASPB4485R Non-Promoter 3,41,700

3 Sonal Kirtikumar

Bhangdiya

AIBPB8670L Non-Promoter 3,41,700

TOTAL 7,79,263

3. The accompanying statement set out in “Annexure A” contains working for arriving

at minimum issue price issued by Mr. Suman Kumar Verma, IBBI Registered Valuer

(Registration No: IBBI/RV/05/2019/12376).

Management's Responsibility

4. The preparation of the accompanying Statement, including the preparation and

maintenance of relevant supporting records and documents, is the responsibility of

the Management of the Company. This responsibility includes designing,

implementation, and maintenance of intimal control relevant to the preparation and

presentation of the Statement and applying an appropriate basis for preparation and

making judgments and estimates that are reasonable in the circumstances.

5. Management is also responsible for providing all relevant information to the SEBI,

and/or BSE Limited and / or Calcutta Stock Exchange Limited.

6. The Management is also responsible for ensuring that the Company complies with

the below requirements of the SEBI (ICDR) Regulations:

a) Determination of the relevant date, being the date thirty days prior to the date on

which the meeting of Shareholders is held to consider the proposed preferential

issue;

b) Determination of the minimum price of equity shares being higher of:

i. The 90 trading days Volume Weighted Average Price of the related equity

shares quoted on the recognized stock exchange preceding the relevant date;

ii. The 10 trading days Volume Weighted Average Price of the related equity

shares quoted on the recognized stock exchange preceding the relevant date;

iii. Regulation 164(1) states that if the Articles of Association of the issuer provide

for a method of determination which results in a floor price higher than that

determined under these regulations, then the same shall be considered as the

floor price for equity shares to be allotted pursuant to the preferential issue. -

Articles of Association of the Company does not provide for a method of

determination for valuation of shares which results in a floor price higher

than that determined under ICDR Regulations.

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iv. Regulation 166A states that the said preferential issue, which will result in

allotment of more than five per cent of the post issue fully diluted share capital

of the Company, to an allottee or to allottees acting in concert, and the same

shall require a Valuation Report from an Independent Registered Valuer for

determining the price.

c) Compliance of the applicable laws and ensuring the authenticity of

documents and Information furnished.

d) Compliance with the requirements of the SEBI ICDR Regulations.

Practicing Company Secretary's Responsibility

7. Pursuant to the requirements of Regulation 163(2) of Chapter V of the SEBI ICDR

Regulations, as amended, it is our responsibility to provide limited assurance that the

proposed preferential issue of Equity Shares to the proposed allottees as mentioned

above, are being made in accordance with the requirements of "Chapter V-

Preferential Issue" of the SEBI ICDR Regulations to the extent applicable and

applicable provisions of the Act and rules framed thereunder.

On the basis of the relevant management inquiries, necessary representations and

information received from/furnished by the management of the Company

("Management"), as required under the aforesaid Regulations, we have verified that the

issue is being made in accordance with the requirements of these Regulations as

applicable to the preferential issue. More specifically, we have performed the following

procedures to confirm the compliance with required conditions:

a) Reviewed the Memorandum of Association and Articles of Association of the

Company;

b) Reviewed the present capital structure including the details of the authorised,

subscribed, issued, paid up share capital of the Company along with the

shareholding pattern;

c) Obtained and read a certified copy of resolutions of the Board of Directors of the

Company (the "Board") dated 02.08.2025 approving the issuance of 10,25,100

(Ten Lakhs Twenty-Five Thousand One Hundred) Equity Shares with an issue

price of Rs. 41.50/- (Rupees Forty-one and Fifty paisa only) (including a premium

of Rs. 31.50/- per Equity Share)) aggregating to an amount upto Rs. 4,25,41,650

(Rupees Four Crore Twenty-five Lakhs Forty-one Thousand Six Hundred Fifty

Only) for cash, on preferential basis to Non-Promotor Group (referred to as the

"Proposed Allottees") of the face value of Rs. 10/- (Rupees Ten Only) per share

and at a premium of Rs. 31.50/- (Rupees Thirty- one and Fifty paisa only) per

Equity Shares, subject to the approval of the Members of the Company and the

requisite regulatory approvals;

d) Reviewed the list of proposed allottee(s);

e) Obtained and read the Annual General Meeting notice dated 02.08.2025,

containing the proposed special resolution and the corresponding explanatory

statement under Section 102 of the Act seeking approval of the members of the

Company preferential issue of Equity Shares at an issue price of Rs. 41.50/-

(Rupees Forty-one and Fifty paisa only) per Equity Shares, at a premium of Rs.

31.50/- (Rupees Thirty-one and Fifty paisa only) per Equity Share:

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i. Read Annual General Meeting notice dated 02.08.2025, to verify the following

disclosure in explanatory statement as required under Companies Act, 2013

& the Companies (Share Capital and Debentures) Rules, 2014, Companies

(Prospectus and Allotment of Securities) Rules, 2014 and regulation 163(1)

of the SEBI ICDR Regulations –

• Objects of the Preferential Issue;

• the maximum number of equity shares to be issued;

• the intent of the promoters, directors or key managerial personnel or senior

management of the issuer to subscribe to the offer;

• the shareholding pattern of the issuer before and after the preferential

issue;

• the time frame within which the proposed preferential issue shall be

completed;

• the identity of the natural persons who are the ultimate beneficial owners

of the shares proposed to be allotted and or who ultimately control the

proposed allottees except in the case of listed company, mutual fund,

scheduled commercial bank, Insurance company registered with the

Insurance Regulatory and Development Authority of India where the

regulation exempts disclosure of ultimate beneficial owner of such

proposed allottees;

• the percentage of post preferential issue capital that may be held by the

allottee(s) and change in control, if any, in the issuer consequent to the

preferential issue;

• undertaking that the issuer shall re-compute the price of the specified

securities in terms of the provision of these regulations where it is required

to do so;

• undertaking that if the amount payable on account of the re-computation

of price is not paid within the time stipulated in these regulations, the

specified securities shall continue to be locked-in till the time such amount

is paid by the allottees;

• disclosures specified in Schedule VI of the SEBI ICDR Regulations, if the

issuer or any of its promoters or directors is a willful defaulter or a fraudulent

borrower;

• the current and proposed status of the allottee(s) post the preferential

issues namely, non-promoter and promoter.

ii. to verify the tenure of the convertible securities of the Company that it shall

not exceed eighteen months from the date of their allotment. - Not

Applicable.

iii. to verify the lock-in period as required under regulation 167 of the

regulations is mentioned in the Explanatory Statement annexed to the

Annual General Meeting notice.

iv. to verify the terms for payment of consideration and allotment as required

under Regulation 169 of the regulations.

----------------Page (29) Break----------------

a) The computation of the minimum issue price of Equity Shares to be

allotted in preferential issue is in accordance with the Regulations. The

Minimum issue price for the proposed preferential issue of the

Company, based on the Chapter V of SEBl ICDR Regulations, have

been worked out at Rs. 38.80/- per equity share.

b) With respect to compliance with minimum price for proposed

preferential issue in accordance with Regulation 164 read with

Regulation 166A of the SEBI ICDR Regulations, we have relied on the

certificate issued by Mr. Suman Kumar Verma, IBBI Registered Valuer

(Registration No: IBBI/RV/05/2019/12376).

c) Noted the Relevant Date is 31st July, 2025, being thirty days prior to

the date on which the resolution to be passed.

d) Board/shareholders' resolution and statutory registers to verify that

promoter(s) or the promoter group has not failed to exercise any

warrants of the Company which were previously subscribed by them;

- Not Applicable.

e) Valuation report of Independent Registered Valuer for pricing of

infrequently traded shares - Not Applicable.

f) Confirmation of payment of Annual listing fees for the financial year

2025- 2026 in respect of equity shares of the Company listed on BSE

Limited and CSE Limited.

g) Verified from the DP statement obtained by the Company from the

Proposed Allottees, that there is no 'pre-preferential holding’ of equity

shares of the Company held by the Proposed Allottees.

h) Reviewed the statutory registers of the Company and list of

shareholders issued by RTA:

1. to note that the equity shares are fully paid up.

2. there is no 'pre-preferential holding’ of equity shares of the

Company held by the Proposed Allottees.

i) Reviewed the disclosures under the SEBI (prohibition of insider

Trading) Regulations, 2015 & the SEBI (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011, if any, made by proposed

allottees during the 90 trading days preceding the relevant date;

j) Obtained confirmation from the Registrar and Transfer Agent (RTA) of

the Company that none of the Proposed Allottees have sold or

transferred any equity shares of the company during the 90 trading

days preceding the Relevant Date: i.e., 31st July, 2025 and till the date

of execution of this certificate;

k) Verified the Permanent Account Number ("PAN") of Proposed

Allottees subscribing to the Preferential Issue from the copy of PAN

card; and

----------------Page (30) Break----------------

l) Conducted relevant management inquiry and obtained

representation from the Management in this regard.

Conclusion

8. Based on our examination of such information/documents, explanation and written

representations furnished to us by the management and employees of the Company

and to the best of our knowledge and belief, we hereby certify that proposed

preferential issue is being made in accordance with the requirements of the Chapter

V of the SEBI (ICDR) Regulations to the extent applicable and applicable provisions

of the Act and rules framed thereunder except with respect to special resolution of

shareholders which is expected to be passed at the Annual General Meeting on

30.08.2025. Accordingly, we confirm that the proposed preferential issue is being

made in accordance with the requirements contained in SEBI (ICDR) Regulations.

Restriction on Use

9. Our work was performed solely to assist you in meeting your responsibilities in relation

to your compliance with the ICDR Regulations and this Certificate is addressed to and

provided to the Board of Directors of the Company Solely with the purpose of placing

it before the shareholders of the Company (on the website of the Company) so as to

provide them requisite information for approving the proposed preferential issue and

for the purpose of further submission to the Stock exchanges and should not be used

by any person or for any other purpose.

Place: Mumbai For Shiv Hari Jalan & Co.

Date: 02.08.2025 Company Secretaries

UDIN: F005703G000918967 FRN: S2016MH382700

Digitally signed by SHIVHARI JALAN

JALAN Date: 2025.08.02 16:04:13 +05'30'

Shiv Hari Jalan

Proprietor

FCS No: 5703

C.P.NO: 4226

PR No. 1576/2021

SHIVHARI

----------------Page (31) Break----------------

Annexure - A

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DIRECTOR’S REPORT

To,

The Members,

GSL Securities Limited,

Your Board of Directors (“Board”) is pleased to present 31st (Thirty First) Annual Report of GSL

Securities Limited (“Company”) along with the Audited Financial Statement of Accounts and the

Auditor’s Report for the financial year ended 31st March, 2025.

1) Financial Highlights

The financial performance of your Company for the financial year ended March 31, 2025 is

summarized below:

(Rs. in Lakhs)

Particulars 2024-25 2023-24

Total Income 1.68 83.60

Total Expenditure excluding depreciation 26.05 28.36

Profit before Tax and Depreciation (24.37) 55.24

Less: Depreciation 0.01 0.03

Profit / (Loss) before tax (24.38) 55.21

Exceptional Items 0.00 0.00

Less: Current Tax 0.00 8.61

Taxation of earlier year (7.94) 0.00

Deferred Tax 0.02 0.02

Profit / (Loss) after tax (16.46) 46.58

Add /(Less): Other Comprehensive Income 29.31 (21.16)

Total Comprehensive Income 12.85 25.42

Earnings Per Share (Basic and Diluted) (0.51) 1.43

2) Results from Operations

During the year under review, your Company recorded a total revenue of Rs. 1.68 lakhs, compared to

Rs. 83.60 lakhs in the previous financial year. The Company incurred a net loss of Rs. 16.46 lakhs, as

against a net profit of Rs. 46.58 lakhs in the preceding year. The Earnings Per Share (EPS) for the year

stood at Rs. (0.51).

3) Dividend

The Board of Director of the Company did not recommend 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.

4) Transfer to Reserves

During the year under review your Company has not transferred any amount to the Statutory Reserve

fund as required pursuant to Section 45-IC of the RBI Act, 1934.

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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. 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.

The closing balance of retained earnings of the Company as at 31st March, 2025, after all appropriation

and adjustments, was Rs. 181.88 lakhs.

5) Financial Statements

The Financial statement of your Company for the year ended March 31, 2025 are prepared in

accordance with the Indian Accounting Standard (“IND AS”), read with the provisions of Section 129

and other applicable provisions, if any, of the Companies Act, 2013, rules framed thereunder and

Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for

the time being in force) and forms part of this Annual Report.

6) Share Capital

As at March 31, 2025, 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, 2025 is Rs. 3,25,00,000 divided into 32,50,000

equity shares of Rs.10/- each.

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

There are 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.

8) 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.

9) Subsidiaries Company/ Associates Company /Joint Ventures Company

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of

Companies Act, 2013.

10) Change in the nature of business, if any

There was no change in the nature of Business of your Company during the year under review

affecting the financial position of the Company.

11) Deposits

During the year under review, Your Company did not invite or accept any deposits covered under

Chapter V of the Act. There were no outstanding deposits within the meaning of Section 73 and 74 of

the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the

end of the year under review of the previous financial year.

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12) Particulars of loans given, investments made, guarantees given and security provided

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. Your Company has not

given any loan, provided and guarantee or security under Section 186 of the Act during the year under

review.

13) 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.

14) 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, 2025 is available on the website of the Company at https://www.gslsecurities.com.

15) 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.

16) Directors and Key Managerial Personnel:

Mr. Santkumar Bagrodia (DIN: 00246168) was re-appointed as an Managing Director of the Company

at the Annual General Meeting held on September 29, 2022, for a tenure of three years, effective from

October 01, 2022, to September 30, 2025. He is eligible for re-appointment. Based on the performance

evaluation and the recommendation of the Nomination and Remuneration Committee (“NRC”), the

Board of Directors, at its meeting held on August 02, 2025, approved the re-appointment of Mr.

Santkumar Bagrodia as a Managing Director for a further period of one year, from October 01, 2025,

to September 30, 2026, subject to the approval of the Members by way of a special resolution.

The profile of Mr. Santkumar Bagrodia, including his experience, attributes, skills, and details of other

directorships and committee memberships, is provided in the annexure to the Notice of the Annual

General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or

transactions with the Company.

17) Retirement by rotation

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In accordance with the provisions of Section 152 of the Companies Act, 2013 and read with Rules

made thereunder and Articles of Association of the Company, Mr. Santkumar Bagrodia (DIN

00246168), Managing Director, retiring by rotation at the ensuing Annual General Meeting and being

eligible, offers himself for re-appointment. The Board recommends the said re-appointment of Mr.

Santkumar Bagrodia at the 31st AGM and his brief profile is provided in the Notice convening the said

AGM of the Company.

18) Board of Directors and its Meeting

The composition of Board of Directors as on March 31, 2025 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 Four (4) times during the year. The meeting of Board of Directors was held on May

21, 2024, August 12, 2024, November 13, 2024 and February 08, 2025. 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 2024-25

Whether

attended

last AGM

held on

September

30, 2024

Mr. Santkumar Bagrodia Promoter and

Executive Director

4 4 Yes

Mrs. Shailja Bagrodia Promoter and Non-

Executive Director

4 4 Yes

Mr. Machhindranath

Krishna Patil

Non - Executive

Independent Director

4 4 Yes

Mrs. Suvarna Vitthal

Shinde

Non - Executive

Independent Director

4 4 Yes

19) 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;

----------------Page (49) Break----------------

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, 2025 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, the Audit Committee has met four (4) times. The meetings of Audit

Committee were held on May 21, 2024, August 12, 2024, November 13, 2024 and February 08, 2025.

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, 2025 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, One (1) Nomination & Remuneration Committee Meeting was

held on on August 12, 2024. 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 1 1

Suvarna Vitthal Shinde 1 1

Shailja Bagrodia 1 1

----------------Page (50) Break----------------

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, 2025 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, One (1) Stakeholders Relationship Committee Meeting was held

on February 08, 2025. 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 2024-25, One (1) Meeting of Independent

Director was held on February 08, 2025.

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

20) 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.

----------------Page (51) Break----------------

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, 2025, have informed the Company,

that they have passed the online proficiency test prescribed under the Act.

21) 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.

22) 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 31st March, 2025 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 loss 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 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.

23) 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.

----------------Page (52) Break----------------

24) Evaluation of Performance of Board, its Committees and Directors

In pursuance to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 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.

25) 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.

26) Auditors and Audit Report

i) Statutory Auditors:

Pursuant to provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and

Auditors) Rules, 2014 (as amended), M/s. V R S K & Co. LLP, Chartered Accountants, (Firm

Registration No. 111426W), were appointed as statutory auditors for a term of five consecutive years

to hold office from the conclusion of 30th AGM up to the conclusion of the 35th AGM.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their

audit reports on the financial statements for the year ended 31st March 2025.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria

required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered

Accountants of India.

Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their

report. The Auditors have not reported any frauds.

----------------Page (53) Break----------------

ii) Secretarial Auditor/Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Board

appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS No. 5703 C.P. No. 4226) to

undertake the Secretarial Audit of the Company for the financial year 2024-25 (“FY25”). The

Secretarial Audit Report for the FY25 is annexed as “Annexure A” and forms an integral part of this

Report.

Observation of Secretarial Auditor

The Company has settled all outstanding dues with CSE on 17/02/2025 by paying listing fees for

multiple financial years in a consolidated manner as a revocation fee amounting to ₹5,76,696/-. As a

result, the suspension of trading in the Company’s securities on CSE has been revoked, and the listing

status has been regularized

Reply on observation

The Company has duly settled all outstanding dues with the Calcutta Stock Exchange (CSE) by

remitting a consolidated revocation fee of ₹5,76,696/- on 17/02/2025, covering listing fees for multiple

financial years. Consequently, the suspension of trading in the Company’s securities has been revoked,

and the listing status stands regularized.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

27) Internal Control Systems and their Adequacy

Mr. Akshaya Poddar, Chartered Accountant is appointed as the Internal Auditors of the company for

the Financial Year 2024-25.

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.

28) 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.

29) 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.

----------------Page (54) Break----------------

30) 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”.

31) 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”.

32) Business Responsibility and Sustainability 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 2024-25. The Company does not fall under the list of top

thousand listed entities. In view of this Business Responsibility and Sustainability Report is not

applicable to the Company.

33) 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 31st March, 2025. Hence, the Corporate Governance Report is not applicable to your company

and is not included in this Report.

34) 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.

35) 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, the Company hereby discloses the following details for the financial year 2024–

25:-

----------------Page (55) Break----------------

Sr.

No.

Particulars

Number

1 Number of Complaints filed during the financial year Nil

2 Number of Complaints disposed of during the financial year

Nil

3 Number of Complaints pending for more than ninety days Nil

36) Report on the compliance of provisions relating to Maternity Benefit Act, 1961

As per Section 2(b) of the Maternity Benefit Act, 1961, the provisions of the Act apply to every shop

or establishment in which ten or more persons are, or were, employed on any day during the preceding

twelve months.

During the year under review, the Company has not employed ten or more employees at any point

during the preceding twelve months. Accordingly, the provisions of the Maternity Benefit Act, 1961,

are not applicable to the Company.

37) 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.

----------------Page (56) Break----------------

38) Secretarial Standards

During the year under review, the company has complied with the provisions of applicable Secretarial

Standard issued by the Institute of Company Secretaries of India with respect to the Board and General

Meetings, as notified by the Ministry of Corporate Affairs of India.

39) Listing with stock exchanges

The Company’s equity shares are listed on BSE Limited (BSE) under the script code 530469. The

Company confirms that it has duly paid the Annual Listing Fees to BSE for the financial year 2024-

25.

The Company’s equity shares are listed on the Calcutta Stock Exchange (CSE). The Company has duly

settled all outstanding dues with CSE by making a consolidated payment of ₹5,76,696/- towards listing

fees for multiple financial years as revocation fees.

Pursuant to the aforesaid payment, the suspension of trading in the Company’s securities on the

Calcutta Stock Exchange has been revoked. Consequently, the listing status of the Company’s equity

shares on CSE stands regularized and is now in compliance with applicable listing requirements.

40) 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.

41) Object of Delisting of Security from Culcutta Stock Exchange (CSE):

The aim/ object of Delisting from CSE is to save/ reduce the recurring expenditure on listing fees

payable to CSE where there is no trading of the Equity Shares, minimizing financial and administrative

burdens associated with multiple compliances under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and streamlining compliance procedures and focusing on a single,

active nationwide exchange to better serve investor interests. The Equity Shares of the Company will

continue to remain listed on BSE Limited, ensuring nationwide accessibility and liquidity for investors.

Hence, the Delisting from CSE will not adversely affect investors, as they will continue to have full

access to trade and deal in the Company’s Equity Shares on BSE.

42) 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/- Sd/-

Place: Mumbai

Santkumar Bagrodia

Managing Director

Shailja Bagrodia

Director

Date: 02.08.2025 DIN: 00246168 DIN: 00246710

----------------Page (57) Break----------------

To,

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

The Members of

GSL Securities Limited

25/26, 1st Floor,

Tardeo AC Market Building,

Tardeo Road, Mumbai– 400 034.

I, Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company Secretary in practice have conducted

the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by GSL Securities Limited (hereinafter called the “Company”). Secretarial Audit

was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/

statutory compliances and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other records

maintained by the Company and also the information provided by the Company, its officers, agents

and authorized representatives during the conduct of secretarial audit, I hereby report that in my

opinion, the company has, during the audit period covering the financial year ended on 31.03.2025

complied with the statutory provisions listed hereunder and also that the Company has proper Board-

processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting

made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained

by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’):-

(a) Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;

Requirements) Regulations, 2018; (Not applicable to the company during the review

period)

(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021; (Not applicable to the company during the review period)

(e) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015;

----------------Page (58) Break----------------

(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible

Securities) Regulations, 2021; (Not applicable to the company during the review

period)

(g) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not

applicable to the company during the period under review)

(h) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2021; (Not applicable to the company during the review period)

(i) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(Not applicable to the company during the review period)

(j) The Securities and Exchange Board of India (Depositories and Participant)

Regulations, 2018;

(vi) Other laws applicable specifically to the Company namely:

(a) Reserve Bank of India Act, 1934 with regard to Non-Banking Finance Company (NBFC).

(b) Payment of Bonus Act, 1956 and rules made thereunder;

(d) The Sexual Harassment of women at workplace (prevention, prohibition and Redressal) Act,

2013 and rules made thereunder;

(e) Maternity Benefits Act, 1961 and rules made thereunder;

(f) Professional Tax Act, 1975;

(g) Equal Remuneration Act, 1976;

(h) Negotiable Instruments Act, 1881;

(i) The Bombay Shops and Establishments Act, 1948;

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The

Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards etc. mentioned above subject to the following observations:

The Company has settled all outstanding dues with CSE on 17/02/2025 by paying listing fees for

multiple financial years in a consolidated manner as a revocation fee amounting to ₹5,76,696/-. As a

result, the suspension of trading in the Company’s securities on CSE has been revoked, and the listing

status has been regularized.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. During the period under review there has been no

changes in the composition of the Board of Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent in advance in accordance with the provisions of Companies Act, 2013 and a system

exists for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken unanimously.

----------------Page (59) Break----------------

I further report that there are adequate systems and processes in the company commensurate with the

size and operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

I further report that during the audit period the company had no specific actions having a major

bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines,

standards, etc. referred to above.

Place: Mumbai For Shiv Hari Jalan & Co.

Date: 02.08.2025 Company Secretaries

UDIN: F005703G000885417 FRN: S2016MH382700

Sd/-

Shiv Hari Jalan

Proprietor

FCS No: 5703

C.P.NO: 4226

PR No. 1576/2021

This report is to be read with my letter of even date which is annexed as Annexure ‘A’ and forms an

integral part of this report.

----------------Page (60) Break----------------

‘Annexure A’

To,

The Members of

GSL Securities Limited

25/26, 1st Floor,

Tardeo AC Market Building,

Tardeo Road, Mumbai– 400 034.

My Report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company.

My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in secretarial records. I believe that

the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of

accounts of the company.

4. Where ever required, I have obtained the management representation about the compliance of

laws, rules and regulations and happening of events etc.

5. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standard is the

responsibility of management. My examination was limited to the verification of procedure on test

basis.

6. The secretarial Audit report is neither an assurance as to the future viability of Company nor of the

efficacy of effectiveness with which the management has conducted the affairs of the company.

Place: Mumbai For Shiv Hari Jalan & Co.

Date: 02.08.2025 Company Secretaries

UDIN: F005703G000885417 FRN: S2016MH382700

Sd/-

Shiv Hari Jalan

Proprietor

FCS No: 5703

C.P.NO: 4226

PR No. 1576/2021

----------------Page (61) Break----------------

“Annexure B”

PARTICULARS OF EMPLOYEES

1. 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 given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees

of the Company for the financial year:

Non-executive directors Ratio to Median

Remuneration

Not Applicable as company has not paid remuneration to Non-executive directors

Sr.

Name

Designation

Remuneratio

n in paid for

FY 2024-25

(In Rs.)

Remunerati-

on paid for

FY 2023-24

(In Rs.)

% increase -

remuneratio

n in the FY

2024-25

Ratio/ times

per median

of employee

remuneratio

1 Mr. Santkumar Bagrodia

*Executive-

Managing

Director

3,25,000

9,00,000

(64)%

4.06

2 Mrs. Swara Kanade Chief Financial Officer 1,67,127 1,77,489 (6)% 0.91

3 Mr. Mahesh Purohit

Company

Secretary&

Compliance

Officer

2,10,000

1,88,333

12%

1.11

* The Managing Director has not taken any remuneration w.e.f. 01.07.2024.

Median remuneration of

employees in FY 2024-25

(per month)

Median remuneration of

employees in FY 2023-24

(per month)

Percentage increase/(decrease)

Rs. 16,006 Rs. 14,707 8.83%

b) The percentage increase in remuneration of each director, chief executive officer, chief

financial officer, company secretary in the financial year:

Average percentile

increase in salaries of

employees other than

managerial personnel in

FY 2024-25

Percentile increase in

managerial personnel

remuneration in FY 2024-25

Justification

----------------Page (62) Break----------------

Nil

Varies (from -64% to +12%)

The remuneration of managerial

personnel was adjusted based on role-

specific responsibilities, performance, and

organizational requirements. While the

Managing Director’s remuneration

decreased by 64% due to cost

rationalization measures, the CFO saw

a minor reduction, and the Company

Secretary received a 12% increase in

recognition of enhanced compliance

responsibilities

c) The percentage increase in the median remuneration of employees in the financial year;

Nil

d) The number of permanent employees on the rolls of Company: Two (2) employees as on

31.03.2025.

e) Justification of increase in managerial remuneration with that of increase in remuneration

of other employees:

Managerial remuneration varied significantly based on individual roles and strategic

considerations:

• The Managing Director’s remuneration decreased by 64%, as part of a cost rationalization

strategy aligned with the company’s financial priorities. The Managing Director has not

drawn remuneration from 01.07.2024.

• The Chief Financial Officer’s remuneration saw a marginal decrease of 6%, reflecting

alignment with overall budgetary control.

• The Company Secretary received a 12% increase, recognizing the increased scope of work

and compliance requirements during the year.

The variations in managerial remuneration are therefore not directly proportional to the average

increase for other employees, and are instead based on role-specific contributions, organizational

performance, and cost management efforts. This approach ensures fairness while maintaining

sustainability and accountability in compensation practices.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

Santkumar Bagrodia, Managing Director of the Company hereby affirm that all the employees

including Key Managerial Personal are paid remuneration as per the Remuneration Policy

formulated by the Company and approved by the Board.

g) The statement containing particulars of employees as required under Section 197(12) of the

Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014:

Not Applicable

----------------Page (63) Break----------------

On behalf of the Board of Directors

For GSL Securities Limited

Sd/- Sd/-

Santkumar Bagrodia Shailja Bagrodia

Managing Director

DIN: 00246168

Director

DIN: 00246710

Place: Mumbai

Date: 02.08.2025

----------------Page (64) Break----------------

“Annexure C”

MANAGEMENT DISSCUSSION AND ANALYSIS:

The Company's main object is Non-banking Finance activities consisting mainly of investments. The

market for this activity offers high potential for growth in view of the growth expected in the Indian

economy over the next few years. There have been a number of causes behind growth of Indian

economy in last couple of years. A number of market reforms have been instituted by Indian

government and there has been significant amount of Foreign Direct Investment made in India. Much

of this amount has been invested into several businesses including knowledge process outsourcing

industries. India's foreign exchange reserves have gone up in last few years. All of these could help

propel the country into high growth.

BUSINESS SCENARIO

Despite the current positive market sentiment, the management, considering the overall economic

scenario and with the objective of safeguarding shareholders’ interests, has decided to park available

funds in mutual funds. This decision is aimed at preserving capital while maintaining liquidity and

flexibility.

Opportunities and Threats:

Business opportunities for investing companies are substantial, with new areas and emerging

segments being actively explored. These developments present significant potential for growth and

diversification.

However, the major challenges faced by investing companies include regulatory changes and

volatility in the stock market. These risks require careful monitoring and strategic responses to

safeguard investments and ensure sustainable returns.

Risk and Concerns:

Your company’s performance to a large extent depends upon scenario of the capital markets, finance

scenario, industry performance and the general economic outlook of the country. The volatility in

the global equity and commodity market, rate of interest and GDP would affect the profitability of

the Company.

Financial Performance:

During the year under review, your Company has registered a total revenue of Rs. 1.68 Lakhs as

against Rs. 83.60 Lakhs for the previous corresponding year. Whereas the Net loss of the Company

was Rs. 16.46 lakhs as against Net profit of Rs. 46.58 lakhs for the previous year. Earnings per share

for the year was Rs. (0.51).

Segment wise or product-wise performance:

The company is engaged in the business of Investment in Capital Market and there was no production

activity carried out during the financial year.

Outlook:

The focus for the forthcoming financial year for the Company will be continued delivery in

progressing mode and grabbing the opportunities and trying to overcome challenges.

----------------Page (65) Break----------------

The outlook on the Indian economy looks promising this year and GDP growth expected on the back

of high liquidity flowing into the Indian markets. We expect good growth in the Indian Equities over

the next 2-3 years.

Internal Control systems and their Adequacy

Internal Control and Audit is an important procedure and the Audit Committee of your Company

reviews all the control measures on a periodic basis and recommends improvements, wherever

appropriate. The internal control is designed to ensure that the financial and other records are reliable

for preparing financial statements and other data and for maintaining accountability of assets.

Your Company has put in place an adequate Internal Control System to safeguard all assets and

ensure operational excellence. The system also meticulously records all transaction details and

ensures regulatory compliance. The reports are reviewed by the Audit Committee of the Board.

Wherever deemed necessary, internal control system are strengthened and corrective actions

initiated.

Material development in Human Resources/ Industrial Relations front, including number of

people employed:

The Company was able to retain the talents despite of the hefty attrition rates in its peer companies.

The Company continued to maintain cordial relations with its employees.

Disclosure to the Board:

The Senior Management shall make the disclosure to the Board relating to all material financial and

commercial transactions, and where they have personal interest, that may have potential conflict with

the interest of the Company at large.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS ALONG WITH

DETAILED EXPLANATIONS THEREFOR

Details of key financial ratios 2024-25

Particulars 2024-25 2023-24 Variation (%)

Increase/(Decrease)

over previous

Financial Year

Debtors Turnover Ratio Not applicable since the company is not having any trade

receivables

Inventory Turnover Ratio Not applicable since the company is not having any

inventories

Interest Coverage Ratio Not applicable since the company not paying any interest

Current Ratio 11.23 75.06 There is substantial

change in this ratio by

-85.03% due to

reduction in Current

Assets and significant

reduction in current

liabilities.

Debt Equity Ratio Not applicable since the company not having any

borrowings

----------------Page (66) Break----------------

Operating Profit Margin (%) 0.00 -51.74 There is substantial

change in this ratio by

100% due to reduction

in revenue.

Net Profit Margin (%) -979.76 55.72 There is substantial

change in this ratio by

-1858.36% due to loss

incurred during the

year as compared to

profit in previous year.

DETAILS OF CHANGES IN RETURN ON NET WORTH AS COMPARED TO THE

IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED

EXPLANATION THEREOF

The Return on Net Worth for the year was -2.83% as compared to 8.21% in the immediate previous

financial year. There is significant change in net worth of the company due to loss during the year as

compared to profit in the ensuing previous year.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis may be “forward looking statements” and

have been issued as required by applicable Securities Laws and Regulations. There are several factors

which would be beyond the control of Management and as such, may affect the actual results which

could be different from that envisaged.

On behalf of the Board of Directors

For GSL Securities Limited

Sd/-

Santkumar Bagrodia

Sd/-

Shailja Bagrodia

Managing Director Director

DIN: 00246168 DIN: 00246710

Place: Mumbai

Date: 02.08.2025

----------------Page (67) Break----------------

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF

GSL SECURITIES LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of GSL SECURITIES Limited (hereinafter referred

to as “the Company”), which comprise the Standalone Balance Sheet as at March 31, 2025, and the

Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Cash Flow

Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the

Standalone Financial Statements, including a summary of significant accounting policies and other

explanatory information (collectively referred to as ‘Standalone Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us, the Financial

Statements give the information required by the Companies Act, 2013 (hereinafter referred to as “the Act”)

in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards

(Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules,

2015, as amended and other accounting principles generally accepted in India, of the state of affairs (financial

position) of the Company as at March 31, 2025, and its loss, total comprehensive profit, the changes in equity

and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)

of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities

for the Audit of the Standalone Financial Statements section of our report. We are independent of the

Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India

together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements

under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The Company’s Board of Directors are responsible for the other information. The other information

comprises the information included in the annual report, but does not include the Standalone Financial

Statements and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

----------------Page (68) Break----------------

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report the fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial

Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with

respect to the preparation of these Standalone Financial Statements that give a true and fair view of the

financial position, financial performance including Other Comprehensive Income, Cash Flows and Changes

in Equity of the Company in accordance with the Ind AS and other accounting principles generally accepted

in India, including the accounting Standards specified under section 133 of the Act. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and

are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone

Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due

to fraud or error, design and perform audit procedures

• responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial controls system in place

and the operating effectiveness of such controls.

----------------Page (69) Break----------------

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that

a material uncertainty exists, we are required to draw attention in our auditor’s report to the related

disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements including

the disclosures, and whether the Standalone Financial Statements represent the underlying transactions

and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in

aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the

Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative

factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate

the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that

were of most significance in the audit of the Standalone Financial Statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central

Government of India in terms of Sub-section (11) of Section 143 of the Act and on the basis of such

checks of the books and records of the Company as we considered appropriate and according to the

information and explanations given to us, we give in the Annexure-A a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books;

----------------Page (70) Break----------------

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,

the Cash Flow Statement and the Statement of changes in Equity dealt with by this report are in

agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2025, and taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from

being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with the

requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our

information and according to the explanations given to us, the Company has not paid and provided

remuneration to its directors during the year.

g) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-

h) With respect to the other matters to be included in the Auditor’s Report in accordance with the Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us, we report that:

i) The Company does not have any pending litigations which would impact its financial

position other than those mentioned in notes to accounts.

ii) The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investors Education

and Protection Fund by the Company.

iv)(a) As per the information and explanation given to us by the management, no funds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the company to or in any other person or entity, including foreign

entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,

that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or

entities identified in any manner whatsoever by or on behalf of the company (“Ultimate

Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries;

a. As per the information and explanation given to us by the management, no funds

have been received by the company from any person or entity, including foreign

entities (“Funding Parties”), with the understanding, whether recorded in writing or

otherwise, that the company shall, whether, directly or indirectly, lend or invest in

other persons or entities identified in any manner whatsoever by or on behalf of the

----------------Page (71) Break----------------

Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the

like on behalf of the Ultimate Beneficiaries; and

b. On the basis of above representations, nothing has come to our notice that has caused

us to believe that the above representations contained any material mis-statement.

v) The Company has not declared or paid any dividend during the year.

vi) Based on our examination, which included test checks, and other generally accepted audit

procedures performed by us, we report that the company has used an accounting software

for maintaining its books of account which has a feature of recording audit trail (edit log)

facility the same has operated throughout the year for all relevant transactions recorded in

the software.

Further, during the course of our audit, we did not come across any instance of audit trail

feature being tampered with and the audit trail has been preserved by the Company as per the

statutory requirements for recordretention.

For and on behalf of

V R S K & CO. LLP

(Formerly known as V R S K & CO.)

Chartered Accountants

Firm Regn No. 111426W/W100988

Sd/-

SURESH G. KOTHARI

Place : Mumbai Partner

Dated : 27/05/2025 Membership No. 047625 UDIN:

25047625BMIBRN4110

----------------Page (72) Break----------------

GSL SECURITIES LIMITED

ANNEXURE-A TO INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in paragraph 1 under the ‘Report on Other Legal and Regulatory Requirements’

our report to the members of GSL SECURITIES LIMITED, (‘the Company’) for the year ended on March

31, 2025. We report that :-

i. In respect of its Property, Plant & Equipment:

(a) (A) The Company is maintaining proper records showing full particulars including

quantitative details and situation of Property, Plant & Equipment;

(B) The Company does not have intangible asset.

(b) The Company has a regular program of physical verification of Property, Plant and

Equipment which is, in our opinion, reasonable having regard to the size of the Company

and the nature of its assets. In accordance with this program, certain fixed assets have been

physically verified by the management during the year and no material discrepancies have

been noticed on such verification;

of the order is not applicable

(d) As per the information and explanation given to us by the management, the Company has not

revalued its Property, Plant and Equipment (including Right of Use assets) or intangible

assets or both during the year and hence provisions of Clause 3(i)(d) of the Order are not

applicable to the Company;

(e) As per the information and explanation given to us by the management, no proceedings have

been initiated or are pending against the Company for holding any benami property under

the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder and

hence provisions of Clause 3(i)(e) of the Order are not applicable to the Company.

ii. In respect of its inventories:

(a) As per the information and explanation given to us by the management, the Company does

not hold any inventories and hence provisions of Clause 3(ii)(a) of the Order are not

applicable to the Company;

(b) As per the information and explanation given to us by the management, the Company has not

availed any working capital facility from any banks or financial institutions on the basis of

security of current assets and hence provisions of Clause 3(ii)(b) of the Order are not

applicable to the Company.

iii. According to the information and explanations given to us, the Company is engaged in the business

of granting of loans and accordingly the provisions of Clause 3 (iii)(a) to (e) of the Order are not

applicable to the Company;

Further, the Company has not granted any loans or advances to any related party as defined in clause

76 of Section 2 of the Companies Act, 2013 and accordingly the provisions of Clause 3 (iii)(f) of the

Order are not applicable to the Company

iv. According to the information and explanations given to us, there are no loans, investments,

guarantees and securities granted in respect of which provisions of section 185 and 186 of the Act

are applicable and hence not commented upon. Clause 3(iv) of the Order is, therefore, not applicable

to the Company for the year under audit.

v. In our opinion and according to the information and explanations given to us, the Company has not

accepted deposits or amounts which are deemed to be deposits from the public within the meaning

of Sections 73, 74, 75 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. According to the information and explanations given to us, the Company does not require maintaining

cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the

Act.

----------------Page (73) Break----------------

vii. (a) According to the records of the Company, the Company is generally regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, employees’ state

insurance, income-tax, GST, sales tax, wealth tax, duty of customs, duty of excise, value

added tax or cess and other statutory dues applicable to it;

Further, according to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, employees’ state insurance, income-tax, GST, sales tax,

wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues

were outstanding, as at March 31, 2025, for a period of more than six months from the date

they became payable;

(b) According to the information and explanations given to us, there are no dues of income

tax, GST, sales tax or service tax or duty of customs or duty of excise or value added tax or

cess which have not been deposited on account of any dispute.

viii. According to the information and explanations given to us, there are no transactions that are not

recorded in the books of accounts and have been surrendered of disclosed as income during the year

in the tax assessments under the Income Tax Act, 1961.

ix. (a) Based on our audit procedures and according to the information and explanations given to us by

the management, we are of the opinion that the Company has not defaulted in repayment of

dues to financial institutions and bank;

(b) According to the information and explanations given to us, the company has not been

declared wilful defaulter by any bank or financial institution or government or any

government authority;

term loan facility and hence provisions of Clause 3(ix)(c) of the aforesaid Order are not

applicable to the Company;

(d) According to the information and explanations given to us, and the procedures performed by

us, and on an overall examination of the financial statements of the Company, we report that

no funds raised on short-term basis have been used for long-term purposes by the company;

(e) The Company has not taken any funds from any entity or person on account of or to meet

the obligations of its subsidiaries, associates or joint ventures;

(f) The Company has not raised any loans during the year on the pledge of securities held in its

subsidiaries, associates or joint ventures;

x. (a) Based on our audit procedures and according to the information and explanations given to

us by the management, the Company has not raised any money by way of initial public offer

or further public offer (including debt instruments) and hence provisions of Clause 3(x)(a)

of the Order are not applicable to the Company;

(b) The Company has not made any preferential allotment or private placement of shares or

fully or partly convertible debentures during the year under audit and hence provisions of

Clause 3(x)(b) of the Order are not applicable to the Company

xi. During the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the information

and explanations given to us, we have neither come across any instance of material fraud by the

Company or on the Company noticed or reported during the year, nor have we been informed of any

such case by the management. Clause 3(xi)(a) to (c) of the Order is, therefore, not applicable to the

Company for the year under audit.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to the Company

and hence provisions of Clause 3(xii) (a) to (c) of the Order are not applicable to the Company.

----------------Page (74) Break----------------

xiii. The Company has not entered into the transaction with the related parties in compliance with the

provisions of the Section 177 and 188 of the Act. The details of such related party transactions have

been disclosed in the financial statements as required under Accounting Standard (AS)18, Related

Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014.

xiv. In our opinion, the company has an adequate internal audit system commensurate with the size and

nature of its business. We have considered, the internal audit reports issued to the Company during

the year and covering the period up to March 31, 2025, in determining the nature, timing and extent

of our audit procedures.

xv. The Company has not entered into any non-cash transactions with its directors or the persons

connected with him and hence provisions of Clause 3(xv) of the Order are not applicable to the

Company.

xvi. The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act,

1934 and accordingly the Company has obtained registration from the Reserve Bank of India.

xvii. According to the information and explanations given to us, the company has incurred cash loss of Rs.

16.47 Lacs during the year under audit and not incurred cash loss in the immediately preceding

financial year.

xviii. There has been no resignation of the statutory auditors during the year, and hence provisions of

Clause 3(xviii) of the Order are not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of the financial ratios,

ageing and expected dates of realization of financial assets and payment of financial liabilities, other

information accompanying the financial statements, our knowledge of the Board of Directors and

management plans and

based on our examination of the evidence supporting the assumptions, nothing has come to our

attention, which causes us to believe that any material uncertainty exists as on the date of the audit

report that company is not capable of meeting its liabilities existing at the date of balance sheet as

and when they fall due within a period of one year from the balance sheet date. We, however, state

that this is not an assurance as to the future viability of the company. We further state that our

reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor

any assurance that all liabilities falling due within a period of one year from the balance sheet date,

will get discharged by the company as and when they fall due.

xx. According to the information and explanations given to us, the Company need not spend any amount

as required in the Section 135 of the said Act. Accordingly, provisions of Clause 3(xx) (a) and (b) of

the Order are not applicable to the Company.

For and on behalf of

V R S K & CO. LLP

(Formerly known as V R S K & CO.)

Chartered Accountants

Firm Regn No. 111426W/W100988

Sd/-

SURESH G. KOTHARI

Place : Mumbai Partner

Dated : 27/05/2025 Membership No. 047625 UDIN:

25047625BMIBRN4110

----------------Page (75) Break----------------

GSL SECURITIES LIMITED

ANNEXURE-B TO INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in paragraph 2(f) under the ‘Report on Other Legal and Regulatory Requirements’

our report to the members of GSL SECURITIES LIMITED, (‘the Company’) for the year ended on March

31, 2025.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Act

We have audited internal financial controls over financial reporting of GSL SECURITIES LIMITED (“the

Company”) as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the

Company for the year then ended on that date.

Management’s Responsibility for the Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based

on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities

includes design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of business, including adherence to Company’s

policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial information, as

required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on Company’s internal financial controls over financial reporting

based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting (‘the Guidance Note’) and the Standards on Auditing deemed

to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial

controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those

Standards and Guidance note require that we comply with ethical requirements and plan and perform audit

to obtain reasonable assurance about whether adequate internal financial controls over financial reporting

was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend

on the auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone

Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide a reasonable

assurance regarding the reliability of financial reporting and preparation of Standalone Financial Statements

for external purpose in accordance with generally accepted accounting principles. A Company’s internal

financial control over financial reporting includes those policies and procedures that:

----------------Page (76) Break----------------

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of

Standalone Financial Statements in accordance with the generally accepted accounting principles, and

that receipts and expenditures of the Company are being made only in accordance with authorisations

of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,

or disposition of the Company’s assets that could have a material effect on the Standalone Financial

Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material aspects, an adequate internal financial control system over

financial reporting and such internal financial controls over financial reporting were operating effectively as

at March 31, 2025, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in Guidance Note on Audit of Internal

Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For V R S K & CO. LLP

(Formerly known as V R S K & CO.)

Chartered Accountants

Firm Regn No. 111426W/W100988

Sd/-

SURESH G. KOTHARI

Place : Mumbai Partner

Dated : 27/05/2025 Membership No. 047625 UDIN:

25047625BMIBRN4110

----------------Page (77) Break----------------

GSL SECURITIES LIMITED

CIN: L65990MH1994PLC077417

Balance Sheet as at 31st March, 2025

(Rs in Lakhs)

Particulars Note No. As at March 31, 2025 As at March 31, 2024

ASSETS

(1) Financial Assets

Cash and cash equivalents 2 5.31 114.36

Investments 3 525.62 406.46

(2) Non-Financial Assets

Current Tax Assets (Net) 4 56.00 48.49

Deferred Tax Assets (Net) 5 0.09 1.57

Property, Plant and Equipment 6 0.03 0.04

Other Non-Financial Assets 7 0.03 0.02

Total Assets 587.08 570.94

LIABILITIES AND EQUITY

Liabilities

(1) Financial Liabilities - -

(2) Non-Financial Liabilities

Current Tax Liabilities (Net) 8 3.88 -

Provisions 9 1.58 2.17

Equity

Equity Share capital 10 325.00 325.00

Other Equity 11 256.62 243.77

Total Equity and Liabilities 587.08 570.94

See accompanying notes to the financial statements

As per our report of even date,

For V R S K & CO. LLP

Chartered Accountants

Firm Reg. No. 111426W / W100988

sd/-

Suresh G Kothari

Partner

Membership No. : 047625

Place : Mumbai

Date : 27.05.2025

ICAI UDIN : 25047625BMIBRN4110

For and on behalf of the board of Directors

sd/- sd/-

S.K. BAGRODIA SHAILJA BAGRODIA

Managing Director Director

DIN: 00246168 DIN: 00246710

sd/- sd/-

SWARA KANADE MAHESH PUROHIT

CFO Company Secretary

----------------Page (78) Break----------------

GSL SECURITIES LIMITED

CIN NO: L65990MH1994PLC077417

Statement of Profit and Loss for the period ended 31st March, 2025

(Rs in Lakhs)

Particulars Note No. 2024-25 2023-24

I Revenue From Operations 12

- 18.71 II Other Income 1.68 64.89

III Total Income (I+II) 1.68 83.60

IV EXPENSES

Employee benefits expense 8.96 17.97

Depreciation and amortization expense 0.01 0.03

Other expenses 17.09 10.39 Total expenses (IV) 26.06 28.39

V Profit/(loss) before exceptional items and tax (I- IV) -24.38 55.21

VI Exceptional Items: Reversal of Provision for - - Doubtful Debts on NPA

VII Profit/(loss) before tax (V-VI) -24.38 55.21

Tax expense:

VIII (1) Current tax (2) Taxation of earlier year - -7.94 8.61 -

(3) Deferred tax Liability / (Assets) 0.02 0.02

IX Profit (Loss) for the period from continuing operations (VII-VIII) -16.46 46.58

X Profit/(loss) from discontinued operations - -

XI Tax expense of discontinued operations - -

XII Profit/(loss) from Discontinued operations (after

tax) (X-XI) XIII Profit/(loss) for the period (IX+XII) -16.46 46.58

Other Comprehensive Income

A (i) Items that will not be reclassified to profit

or loss 34.64 -28.60

(ii) Income tax relating to items that will not be XIV reclassified to profit or loss -5.33 7.44

B (i) Items that will be reclassified to profit or loss - -

(ii) Income tax relating to items that will be

reclassified to profit or loss - -

Total Comprehensive Income for the period

XV (XIII+XIV)(Comprising Profit / (Loss) and Other

Comprehensive Income for the period) 12.85 25.42

Earnings per equity share (for continuing

XVI operation): (1) Basic -0.51 1.43

(2) Diluted -0.51 1.43 Earnings per equity share (for discontinued

XVII operation): (1) Basic - -

(2) Diluted - -

Earnings per equity share(for discontinued &

XVIII continuing operations) (1) Basic -0.51 1.43

(2) Diluted -0.51 1.43 See accompanying notes to the financial statements

As per our report of even date,

For V R S K & CO. LLP

Chartered Accountants

Firm Reg. No. 111426W / W100988

For and on behalf of the board of Directors

sd/-

Suresh G Kothari

Partner

Membership No. : 047625 Place : Mumbai

Date : 27.05.2025 ICAI UDIN : 25047625BMIBRN4110

sd/- sd/-

S.K. BAGRODIA SHAILJA BAGRODIA

Managing Director Director

DIN: 00246168 DIN: 00246710

sd/- sd/-

SWARA KANADE MAHESH PUROHIT CFO Company Secretary

----------------Page (79) Break----------------

GSL SECURITIES LIMITED

CIN NO: L65990MH1994PLC077417

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2025

(Rs. In Lakhs)

For the Year Ended

March 31, 2025

For the Year Ended

March 31, 2024

Rs (In Lakhs)

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit / (Loss) after tax -16.46 46.58

Adjustments for :

- Depreciation 0.01 0.03

- Deferred Tax Assets 0.02 0.02

- Interest received - -18.71

- Profit / Loss on Sale of Shares -1.68 -64.62 - Dividend received - -1.65 -0.27 -83.55

Operating Profit / (Loss) before working capital changes -18.11 -36.97

(Increase)/Decrease in current assets

Current Tax Assets (Net)

Other Current Assets

Increase/(Decrease) in current liabilites

Current Liabilities

Current Tax Liability (Net)

Net Cash used in Operating Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Investment in Shares / Bonds / Mutual Funds

Sale of Shares

Dividend received

Net Cash Generated From Investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Loan Taken from Director

Interest Received

Net Cash from Financing Activities

-7.51

-0.01

1.52

10.61

-0.59

-8.11

-1.75

10.38

-158.74

75.90 -

-26.22

-400.00

68.97 0.27

-26.59

-82.84

-330.76

-82.84

-330.76

18.71

- 18.71

Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) -109.06 -338.64

Cash and Cash Equivalents (Opening Balance) 114.36 453.00

Cash and Cash Equivalents (Closing Balance) 5.30 114.36

Notes: 1) Previous year figures have been regrouped and recast wherever necessary to confirm to the current period classification.

As per our report of even date,

For V R S K & CO. LLP

Chartered Accountants

Firm Reg. No. 111426W / W100988

For and on behalf of the board of Directors

sd/-

Suresh G Kothari

Partner

Membership No. : 047625

Place : Mumbai Date : 27.05.2025

sd/- sd/-

S.K. BAGRODIA SHAILJA BAGRODIA

Managing Director Director

DIN: 00246168 DIN: 00246710

ICAI UDIN : sd/- sd/-

SWARA KANADE MAHESH PUROHIT

CFO Company Secretary

----------------Page (80) Break----------------

Notes to the Financial Statements for the year ended 31st March, 2025

1. Corporate information:

GSL Securities Limited (the Company) is domiciled in India and is incorporated under the

provisions of the Companies Act, 1956 applicable in India. The registered office of the

Company is located at 25 & 26, 1st Floor, AC Market Building, Tardeo, Mumbai – 400 034,

India.

2. Basis of Preparation of Financial Statements:

These financial statements of the Company have been prepared in accordance with Ind AS

prescribed under section 133 of the Companies Act, 2013 read together with the Companies

(Indian Accounting Standards) Rules, 2015, the companies (Indian Accounting Standards)

Amendment Rules, 2016 and the Companies (Indian Accounting Standards) Amendment

Rules, 2017.

Basis of Measurement

The Ind AS Financial Statements have been prepared on a going concern basis using

historical cost convention and on an accrual method of accounting, except for certain financial

assets and liabilities, which have been measured at fair value as described below:

Fair Value Measurement

The Company measures certain financial instruments at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at the measurement date. The fair value

measurement is based on the presumption that the transaction to sell the asset or transfer

the liability takes place either:

1) In the principal market for the asset or liability, or

2) In the absence of a principal market, in the most advantageous market for the asset or

liability. The principal or the most advantageous market must be accessible by the

Company.

The fair value of an asset or a liability is measured using the assumptions that market

participants would use when pricing the asset or liability, assuming that market participants

act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s

ability to generate economic benefits by using the asset in its highest and best use or by

selling it to another market participant that would use the asset in its highest and best use.

Fair value for measurement and/ or disclosure purpose in these financial statements is

determined on such basis, except for share based payment transactions that are within the

scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 17, and

measurements that have some similarities to fair value, such as net realisable value in Ind AS

2 or value in use in Ind AS 36.

The Company uses valuation techniques that are appropriate in the circumstances and for

which sufficient data are available to measure fair value, maximising the use of relevant

observable inputs and minimising the use of unobservable inputs.

----------------Page (81) Break----------------

All assets and liabilities for which fair value is measured or disclosed in the financial

statements are categorised within the fair value hierarchy, described as follows, based on the

lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair

value measurement is directly or indirectly observable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair

value measurement is unobservable

For the purpose of fair value disclosures, the Company has determined classes of assets and

liabilities on the basis of the nature, characteristics and risks of the asset or liability and the

level of the fair value hierarchy as explained above.

For other fair value related disclosures refer note no 18.

3. SIGNIFICANT ACCOUNTING POLICIES:

A. Property, Plant and Equipment

The Company has applied Ind AS 16 with retrospective effect for all of its property, plant and

equipment as at the transition date, viz., 1 April 2016.

The initial cost of property, plant and equipment comprises its purchase price, including import

duties and non-refundable purchase taxes, attributable borrowing cost and any other directly

attributable costs of bringing an asset to working condition and location for its intended use.

It also includes the present value of the expected cost for the decommissioning and removing

of an asset and restoring the site after its use, if the recognition criteria for a provision are met.

Expenditure incurred after the property, plant and equipment have been put into operation,

such as repairs and maintenance, are normally charged to the statements of profit and loss

in the period in which the costs are incurred. Major inspection and overhaul expenditure is

capitalized if the recognition criteria are met.

When significant parts of plant and equipment are required to be replaced at intervals, the

Company depreciates them separately based on their specific useful lives. Likewise, when a

major inspection is performed, its cost is recognised in the carrying amount of the plant and

equipment as a replacement if the recognition criteria are satisfied. All other repair and

maintenance costs are recognised in the statement of profit and loss as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by

comparing the proceeds from disposal with the carrying amount of property, plant and

equipment, and are recognized net within other income/other expenses in statement of profit

and loss.

An item of property, plant and equipment and any significant part initially recognised is

derecognised upon disposal or when no future economic benefits are expected from its use

or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is

included in the statement of profit and loss, when the asset is derecognised.

----------------Page (82) Break----------------

The residual values, useful lives and methods of depreciation of property, plant and equipment

are reviewed at each financial year end and adjusted prospectively, if appropriate.

B. Capital work in progress

Assets in the course of construction are capitalized in capital work in progress account. At the

point when an asset is capable of operating in the manner intended by management, the cost

of construction is transferred to the appropriate category of property, plant and equipment.

Costs associated with the commissioning of an asset are capitalised when the asset is

available for use but incapable of operating at normal levels until the period of commissioning

has been completed. Revenue generated from production during the trial period is credited

to capital work in progress.

C. Depreciation

Depreciation on tangible Assets has been provided on the WDV method over the useful life

of assets in accordance with Schedule II of the Companies Act, 2013.Depreciation for assets

purchased /sold during a period is proportionately charged. Assets are amortized over their

respective individual estimated useful lives on a written down basis, commencing from the

date the asset is available to the Company for its use.

The estimated useful lives for the fixed assets as per Schedule II of the Act are as follows:

Office Equipment : 5 years

Computer System & Peripherals : 3 years

Furniture & Fixtures : 10 years

Electrical Installations : 10 years

D. Intangible assets

Intangible assets acquired are measured on initial recognition at cost. Following initial

recognition, intangible assets are carried at cost less any accumulated amortisation and

accumulated impairment losses.

E. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial

liability or equity instrument of another entity.

(I) Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets

not recorded at fair value through profit or loss, transaction costs that are attributable to the

acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in three categories:

Debt instruments and investment in Preference Shares at amortised cost.

Debt instruments and investment in Preference Shares at fair value through profit or loss

(FVTPL).

Equity instruments measured at fair value through other comprehensive income (FVTOCI).

(a) Debt instruments and Investment in Preference Shares at amortised cost

----------------Page (83) Break----------------

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

The asset is held within a business model whose objective is to hold assets for collecting

contractual cash flows, and

Contractual terms of the asset give rise on specified dates to cash flows that are solely

payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised

cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into

account any discount or premium on acquisition and fees or costs that are an integral part of

the EIR. The EIR amortisation is included in interest income in the profit or loss.

(b) Debt instruments and investment in Preference Shares at fair value through profit or loss

(FVTPL):

Instruments which are held for trading are classified as at FVTPL. Preference instruments

included within the FVTPL category are measured at fair value with all changes recognized

in the P&L.

(FVTOCI):

For all equity instruments other than the ones classified as at FVTPL, the Company may

make an irrevocable election to present in other comprehensive income subsequent changes

in the fair value. The Company makes such election on an instrument-by-instrument basis.

The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value

changes on the instrument, excluding dividends, are recognized in the OCI. There is no

recycling of the amounts from OCI to P&L, even on sale of investment. However, the

Company may transfer the cumulative gain or loss within equity.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of

similar financial assets) is primarily derecognised (i.e. removed from the balance sheet)

when the rights to receive cash flows from the asset have expired.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for

measurement and recognition of impairment loss on the Trade receivables or any

contractual right to receive cash or another financial asset that result from transactions that

are within the scope of Ind-AS 11 and Ind-AS 18. ECL is the difference between all

contractual cash flows that are due to the Company in accordance with the contract and all

the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the

original EIR.

(II) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value

through profit or loss, loans and borrowings, financial guarantee contract payables, or

derivative instruments.

----------------Page (84) Break----------------

All financial liabilities are recognised initially at fair value and, in the case of loans and

borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for

trading and financial liabilities designated upon initial recognition as at fair value through

profit or loss. Financial liabilities are classified as held for trading if they are incurred for the

purpose of repurchasing in the near term.

F. Revenue Recognition :

All incomes and expenditure are accounted for on accrual basis unless otherwise stated.

Dividend on shares and securities is recognized when the right to receive the dividend is

established.

The Company follows the prudential norms for income recognition and provides for / writes

off Non-performing Assets as per the prudential norms prescribed by the Reserve Bank of

India or earlier as ascertained by the management.

Other items of revenue are recognised in accordance with the Ind-AS 18 Revenue.

Accordingly, wherever there are uncertainties in the ascertainment / realisation of income

such as interest from parties (including the financial condition of the party from whom the

same is to be realized), the same are not accounted for.

G. Earnings per Share (EPS) :

The earnings considered in ascertaining the Company’s EPS comprises the net profit after

tax (after providing the post tax effect of any extra ordinary items). The number of shares

used in computing Basic EPS is the weighted average number of equity shares outstanding

during the year.

H. Taxation :

Current Tax: A provision for current income tax is made on the taxable income using the

applicable tax rates and tax laws.

Deferred Tax: Deferred tax arising on account of timing differences and which are capable

of reversal in one or more subsequent periods is recognized using the tax rates and tax laws

that have been enacted or substantively enacted. Deferred tax assets are not recognized

unless there is a virtual certainty with respect to the reversal of the same in future.

Deferred Tax on Comprehensive Income: Deferred tax arising on account of difference

between fair value and cost of Financial Assets which are capable of reversal in one or more

subsequent periods is recognized using the tax rates and tax laws that have been enacted or

substantively enacted.

I. Impairment of Assets:

The Company assesses, at each reporting date, whether there is an indication that an asset

may be impaired. If any indication exists or when annual impairment testing for an asset is

required, the Company estimates the asset’s recoverable amount. An asset’s recoverable

amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of

----------------Page (85) Break----------------

disposal and its value in use. Recoverable amount is determined for an individual asset,

unless the asset does not generate cash inflows that are largely independent of those from

other assets or Company‘s assets. When the carrying amount of an asset or CGU exceeds

its recoverable amount, the asset is considered as impaired and is written down to its

recoverable amount.

Impairment losses are recognised in the statement of profit and loss.

J. Provisions and Contingencies :

The company creates a provision when there is present obligation as a result of a past event

that probably requires an outflow of resources and a reliable estimate can be made of the

amount of obligation. A disclosure for a contingent liability is made when there is a possible

obligation or a present obligation that probably will not require an outflow of resources or

where a reliable estimate of the obligation cannot be made.

K. Employee Benefits:

The company has not provided for Gratuity and Leave encashment benefits till 31.03.2025.

The retirement benefits will be debited as and when paid.

L. Foreign Exchange Transactions:-

a) Transactions in Foreign Currency are accounted at the exchange rate prevailing on the

date of Transactions. Exchange fluctuations between the transaction date and the settlement

date in respect of Revenue Transactions are recognized in Profit & Loss Account.

b) All export proceeds not realized at the year-end are restated at the rate prevailing at the

year end. The exchange difference arising there from has been recognized as income /

expenses in the Current Year's Profit & Loss A/c along with underlying transaction.

c) The premium or discount arising at the inception of forward exchange contract is amortised

as expense or income over the life of the contract. Exchange differences on such contracts

are recognised in the statement of profit and loss in the year in which the exchange rates

change. Any profit or loss arising on cancellation or renewal of forward exchange contracts is

recognised as income or as expense for the year. None of the forward exchange contracts

are taken for trading or speculation purpose.

M. Borrowing Costs: -

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are

capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes

a substantial period of time to get ready for its intended use or sale. All other borrowing costs

are charged to revenue.

N. Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted

for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future

operating cash receipts or payments and item of income or expenses associated with

investing or financing cash flows. The cash flows from operating, investing and financing

activities of the Company are segregated. The company considers all highly liquid

investments that are readily convertible to known amounts of cash to be cash equivalents.

----------------Page (86) Break----------------

GSL SECURITIES LIMITED

CIN NO: L65990MH1994PLC077417

6 PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS

(Rs. In Lakhs)

Description GROSS BLOCK DEPRECIATION/ AMORTIZATION/ DEPLETION NET BLOCK

As at

4/1/2024

Adjustments

/ Additions

Adjustments

/Deductions

As at

3/31/2025

As at

4/1/2024

For the

Year

Adjustments

/ Deductions

As at

3/31/2025

As at

3/31/2025

As at

3/31/2024

Tangible Assets:

Own Assets:

Plant & Machinery 27.24 - 27.24 27.24 - 27.24 - -

Furniture & Fixtures 0.24 - - 0.24 0.24 - - 0.24 - -

Equipment 6.49 - - 6.49 6.45 0.01 - 6.46 0.03 0.04

Sub-Total 33.97 - - 33.97 33.93 0.01 - 33.94 0.03 0.04

Leased Assets: -

Plant & Machinery

Sub-Total - - - -

Total (A) 33.97 - - 33.97 33.93 0.01 - 33.94 0.03 0.04

Intangible Assets:

Software

Others

Total (B) - - - - - - - - - -

Total (A+B) 33.97 - - 33.97 33.93 0.01 - 33.94 0.03 0.04

Capital Work-in-Progress

Intangible Assets under

Development

----------------Page (87) Break----------------

GSL SECURITIES LIMITED

CIN NO: L65990MH1994PLC077417

(Rs. In Lakhs)

As at March 31, 2025 As at March 31, 2024

CASH AND CASH EQUIVALENTS

Cash on Hand

Balance with Banks :

- On Current Accounts

- In Fixed Deposit with UBI

Total

Rs. Rs. 2

0.39 0.29

4.92 114.07

- -

5.31 114.36

3 INVESTMENTS

Face As at March 31, 2025 As at March 31, 2024

Value Quantity Rs. Quantity Rs.

( Rs. ) Nos. Nos.

Other Investments

9,000

2,000

3,000

200

1,470

556

449,275.7330

138,155.7740

292,281.3410

547,783.8439

Investment measured at fair value through

other comprehensive income A. In Equity Shares - Quoted, Fully paid up

Canara Bank

Coffee Day Enterprises Ltd.

Jattashankar Industries Ltd.

(Formerly Jatta Poly-Yarn Limited)

Libord Finance Limited

(Formerly Libord Infotech Ltd)

Norris Medicines Limited

Swan Defence And Heavy Industries Ltd

(Formerly Reliance Naval Limited)

Total (A)

8.01

0.55

5.99

0.03

0.25

0.50

2,000

3,000

200

1,470

153,000

0.99

0.64

0.02

0.20

3.47

15.33 5.32

B. In Bonds - Quoted

NTPC (Fixed Int. Bond) - 8.49%

Total (B)

251

0.01

- 0.01

C. In Mutual Funds - Quoted ICICI Prudential Equity Arbitrage Fund - Direct Growth 162.41 449,275.7330 150.44

ICICI Prudential Equity Arbitrage Fund - Regular Growth 46.64 292,281.3410 100.27

Kotak Equity Arbitrage Fund - Regular Growth 107.80 459,518.9530 150.42

SBI Arbitrage Opportunities Fund - Direct Growth 193.44 - -

Total (C) 510.29 401.13

Total Non-Current Investments (A + B + C) 525.62 406.46

Cost Price of Quoted 496.59 412.07 Cost Price of Unquoted - -

496.59 412.07

Difference 29.03 -5.61

2.1 Category-wise Non Current Investment

As at March 31, 2025 As at March 31, 2024

Rs. Rs.

Financial Assets measured at cost - - Financial Assets carried at Amortised cost - -

Financial Assets measured at Fair Value through - -

Other Comprehensive Income 525.62 406.46

Financial Assets measured at Fair Value through - -

Profit and Loss - -

Total Non-Current Investments 525.62 406.46

----------------Page (88) Break----------------

4 CURRENT TAX ASSETS (NET)

At start of the year Charge for the year

As at March 31, 2025

2.68

-0.77

(Rs. In Lakhs)

As at March 31, 2024

4.20

(2.29)

Others - MAT Tax Credit Tax paid during the year

Total

54.09

56.00

45.81

0.77

48.49

5 DEFERRED TAX ASSETS (NET)

Deferred Tax Assets 0.09 0.11

Deferred Tax Assets on OCI - 1.46

Total 0.09 0.11

7 OTHER CURRENT ASSETS

Advance to Staff - -

Prepaid Expenses 0.03 0.02

Total 0.03 0.02

8 Current Tax Liability - Net

For Deferred Tax Liability on OCI

Total

3.88 -

9 Provisions

Outstanding Liabilities for Expenses 1.52 1.46 Profession Tax - 0.08

TDS on Salary TDS on Professional Fees - 0.06 0.63 -

Total 1.58 2.17

10 SHARE CAPITAL

As at March 31, 2025 As at March 31, 2024

Quantity Nos. Rs. Quantity Nos. Rs.

Authorised share capital Equity Shares of Rs. 10/- each 5,250,000 525.00 5,250,000 525.00

525.00 525.00

Issued Capital : Equity Shares of Rs. 10/- each 3,250,000 325.00 3,250,000 325.00

325.00 325.00

Subscribed and fully paid up Capital : Equity Shares of Rs. 10/- each 3,250,000 325.00 3,250,000 325.00

Total

325.00 325.00

10.1 Reconciliation of Equity Shares outstanding at the beginning and at the end of the year :

As at March 31, 2025 As at March 31, 2024

No.of

Rs. No.of

Rs.

Shares outstanding at the beginning of the year

3,250,000 325.00 3,250,000 325.00 Add: Shares issued during the year - - - -

Less: Shares bought back during the year - - - - Shares Outstanding at the end of the year 3,250,000 325.00 3,250,000 325.00

10.2 Terms/Rights attached to equity shares:

The company has only one class of equity share having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote

per share.

During the year ended 31st March 2024, the amount of per share dividend recognized as distributions to equity shareholders was Rs. Nil

(31st March 2020 Rs. Nil)

----------------Page (89) Break----------------

10.3 Details of Equity shareholders holding more than 5 % shares in the Company (Rs. In Lakhs)

As at March 31, 2025 As at March 31, 2024 No.of

Shares held % of holding No.of Shares held % of holding

Shailja Bagrodia

Mangalam Exim Private Limited

Nalini Stock Brokers Private Limited

Kumaar Bagrodia

Shree Kumar Mangalam Traders Private Limited

Sant Kumar Bagrodia

403,700

332,500

320,500

251,500

245,000

354,400

12.42

10.23

9.86

7.73

7.53 10.90

403,700

332,500

320,500

251,500

245,000

354,400

12.42

10.23

9.86

7.73

7.53 10.90

58.67 58.67

10.4 Details of Equity Shares held by promoters in the Company

As at March 31, 2025 As at March 31, 2024 % change

during the year No.of Shares % of holding No.of Shares % of holding

Shailja Bagrodia

Sant Kumar Bagrodia

Nalini Stock Brokers Private Limited

Kumaar Bagrodia

Sandeep Goenka

Archana Sandeep Goenka Sarita Ashok Dalmia

403,700

354,400

320,500

251,500

400

200 200

12.42

10.90

9.86

7.74

0.01

0.01 0.01

403,700

354,400

320,500

251,500

400

200 200

12.42

10.90

9.86

7.74

0.01

0.01 0.01

0.00

0.00 0.00

40.95 40.95

11 OTHER EQUITIES As at March 31, 2025 As at March 31, 2024

Retained Earnings

As Per last Balance Sheet 198.34 201.35

Add / (Less) : Profit/(Loss) for the year -16.46 46.58

Less : Transferred to Reserve fund - 49.59

Balance at end of the reporting period 181.88 198.34

Reserve Fund U/S 45-1C (1) of RBI Act, 1934*

As per Last Balance Sheet 49.59 -

Add : Transferred from Retained earnings - 49.59

Balance at end of the reporting period 49.59 49.59

Equity instruments through other comprehensive income

As Per last Balance Sheet -4.16 17.00

Add / (Less) : Movement in OCI (Net) during the year 34.64 -28.60

Add / (Less) : Income Tax on OCI -5.33 7.44

Balance at end of the reporting period 25.15 -4.16

*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. 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.

----------------Page (90) Break----------------

GSL SECURITIES LIMITED

CIN NO: L65990MH1994PLC077417

(Rs. In Lakhs)

As at

31st March, 2025

Rs.

As at

31st March, 2024

Rs.

12 REVENUE FROM OPERATIONS

Interest Received on:

a Fixed Deposit - 18.69

b Debenture

Total

- 0.02

- 18.71

OTHER INCOME

a Dividend Income :

From Long Term Investments - 0.27

b Short Term Capital Gain on sale of shares 1.67 -

c Long Term Capital Gain on sale of shares 0.01 64.62

d Misc. Income

Total

- -

1.68 64.89

EMPLOYEE BENEFIT EXPENSES

Salaries and wages

Staff Welfare Expenses

Total

8.90

0.06

17.59

0.38

8.96 17.97

OTHER EXPENSES

Profession Tax 0.08 0.08

Printing and stationery 0.49 0.52

Postage & Courier Charges 0.32 0.27

Legal Press Release Charges 0.28 0.35

Share Transfer and Demat Expenses 0.79 0.79

Legal and professional 3.81 2.46

Annual Listing Fees 9.60 3.84

Annual Custodial Fees 0.34 0.22

Foreign Investment monitoring charge 0.24 -

E-Voting Charges 0.03 0.04

ROC Fees 0.04 0.13

Miscellaneous expenses 0.24 1.08

Conveyance and Travelling Expenses 0.12 0.14

Payments to auditors:-

a For Statutory Audit 0.50 0.35

b For Certification 0.21 0.12

Total 17.09 10.39

Miscellaneous expenses

Books and Periodicals - -

Membership & Subscription 0.06 0.53

Office Expenses 0.05 0.25

Interest and Late fee on TDS 0.01 0.03

Repairs and Maintenance 0.03 0.08

Website Domain Charges 0.03 0.15

Demat Charges 0.05 0.03

Bank Charges 0.01 0.01

Total 0.24 1.08

----------------Page (91) Break----------------

Note to the Financial Statements for the year ended 31st March, 2025

14. Contingent Liabilities Not Provided For :

Estimated amount of contracts remaining to be

31.03.2025 31.03.2024

executed on capital account NIL NIL

Claims against company not acknowledge as debts NIL NIL

15. Foreign Exchange earnings and out-go is Rs. NIL (P.Y. NIL).

16. Segment Reporting

Segment Reporting as defined in Accounting Standards 17 are not applicable as the company

is primarily engaged in Finance Activity.

17. Disclosure requirements as per Accounting Standard 18 (AS-18) “Related Party

Disclosure” issued by the Institute of Chartered Accountants of India.

I. List of Related Parties:

a) Associate companies where Directors or Relatives of Director are Directors.

i. Mangalam Exim Private Limited.

ii. Shree Kumar Mangalam Traders Private Limited.

iii. Harivasta Education Private Limited.

iv. Nalini Stockbrokers Private Limited.

v. Rastogi Textiles Private Limited.

vi. Aditri Neuroscience Private Limited

b) Key Management Personnel

i. Santkumar Kesardeo Bagrodia – Managing Director.

ii. Shailja Santkumar Bagrodia – Director.

iii. Machhindranath Patil – Independent Director.

iv. Suvarna Shinde – Independent Director.

v. Swara Khande - CFO

II. Particulars of transactions during the year with Related Parties:

(Rs. In Lakhs)

a. Remuneration paid to Managing Director and Other Key Management personnel:

Name Designation Remuneration

2024-25 2023-24

Santkumar Bagrodia Managing Director 3.25 9.00

Swara Kanade CFO 1.67 1.78

Mahesh Purohit CS 2.10 1.88

b. Details of Loan taken and repaid during the year:

Name Loan taken Loan repaid

Santkumar Bagrodia 0.10 0.10

III. Particulars of Outstanding Balance at the end of the year with Related Parties

Outstanding balance at the end of the year Rs. Nil (P. Y. Nil) of any related Party.

----------------Page (92) Break----------------

18. Financial Instruments :-

This section gives an overview of the significance of financial instruments for the Company and

provides additional information on the balance sheet. Details of significant accounting policies,

including the criteria for recognition, the basis of measurement and the basis on which income

and expenses are recognised, in respect of each class of financial assets and financial liabilities

are disclosed.

I. Financial Instruments by Category (Rs. in Lakhs)

Particulars Carrying Value Fair Value

31/03/2025 31/03/2024 31/03/2025 31/03/2024

FINANCIAL ASSETS

At Amortised Cost

Cash & cash equivalent 5.31 114.36 5.31 114.36

Other Current asset 0.02 0.02 0.02 0.02

TOTAL 5.33 114.38 5.33 114.38

FINANCIAL LIABILITIES

Provisions 1.58 2.17 1.58 2.17

TOTAL 1.58 2.17 1.58 2.17

The management has assessed that the fair value of current and non-current loan and advances,

other non-current asset, trade receivables approximate their carrying amounts largely due to the

short term maturities of these instruments.

The fair value of Investments are based on the amount at which the instrument could be

exchanged in a current transaction between willing parties, other than in a forced or liquidation

sale. The following methods and assumptions were used to estimate the fair values:

1) The fair values of the quoted equity shares and mutual funds are based on price quotations

at the reporting date.

2) Investment in Subsidiary and Associate Companies are carried at cost.

3) The fair values of the unquoted debentures, mutual fund and equity shares have been

estimated using Net Asset Value (NAV) as at reporting date.

The valuation of unquoted equity shares requires management to make certain assumptions

about the Model Inputs, including forecast of cash flows, discount rate, credit risk and volatility.

The probabilities of the various estimates within range can be reasonably assessed and are used

in management’s estimate of fair value for these unquoted shares. Wherever, the probability is

low, valuation has been done based on redemption assumptions.

The significant unobservable inputs used in the fair value measurement categorized within Level

3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31st March,

2024 and 31st March, 2025 are as shown below.

19. Financial Risk Management Objectives and Policies

The Company’s financial risk management is an integral part of how to plan and execute its

business strategies.

----------------Page (93) Break----------------

Fair Value Hierarchy

The different levels have been defined below:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data

(unobservable inputs)

Quantitative disclosures fair value measurement hierarchy for assets (Rs. In Lakhs)

As at 31st March 2025 : Fair value measurement using

Particulars Total Level 1 Level 2 Level 3

Asset measured at fair value:

Investment at fair value through OCI

Investment in quoted equity shares,

Bonds and Mutual Funds

525.62 525.62

Investment in unquoted equity shares NIL NIL

Investment in Rupee Co-op bank NIL NIL

There have been no transfers between Level 1 and Level 2 during the period.

As at 31st March 2024 : Fair value measurement

using

Particulars Total Level 1 Level 2 Level 3

Asset measured at fair value:

Investment at fair value through OCI

Investment in quoted equity shares,

Bonds and Mutual Funds

406.46 406.46

Investment in unquoted equity shares NIL NIL

Investment in Rupee Co-op bank NIL NIL

There have been no transfers between Level 1 and Level 2 during the period.

20. Disclosure relating to Trade payables:

a. There are no outstanding dues to Micro, Small and Medium Enterprises to the extent

information available with the company and the payments in respect of such suppliers are made

within the appointed day.

b. Since there is no Outstanding Trade payables which is due for payment as on 31st March

2025, hence disclosures relating to its ageing schedule are not applicable to the company.

21. Trade receivables ageing schedule:

Since there is no Outstanding Trade receivables as on 31st March 2025, hence disclosure relating

to its ageing schedule are not applicable to the company.

22. Capital work-in-progress ageing schedule:

Since Capital work-in-progress as on 31st March 2025 is NIL, hence disclosure relating to its

ageing schedule are not applicable to the company.

23. Intangible assets under development ageing schedule:

Since Intangible assets under development as on 31st March 2025 is NIL, hence disclosure

relating to its ageing schedule are not applicable to the company.

----------------Page (94) Break----------------

24. Disclosures pursuant to Master Direction – Reserve Bank of India (Transfer of Loan

Exposures) Directions 2021 dated 24th September 2021:

a. Details of transfer through direct assignment in respect of loans not in default:

Since the company has not given any loan which is Outstanding at the beginning of the year nor

has granted any loan during the year, hence disclosure relating to same are not applicable.

b. The company has not acquired any loan in default during the year ended 31st March 2025.

c. The Company has not transferred or acquired any stressed loan during the year ended 31st

March 2025.

25. Disclosure pursuant to RBI Master Directions, 2021 dtd. 17th February 2021.

Since the company has not given any loan which is Outstanding at the beginning of the year nor

has granted any loan during the year, hence disclosure relating to same are not applicable.

26. Disclosure relating to RBI circular dtd. 12th November 2021 and dtd. 13th March 2020:

Since the company has not given any loan which is Outstanding at the beginning of the year nor

has granted any loan during the year, hence the said circulars are not applicable.

27. The Company does not hold any immovable property either owned or leased as on 31st March

2025 and 31st March 2024, hence disclosure relating to Title deeds of immovable property held

in the name of the company and / or its revaluation are not applicable.

28. No proceedings have been initiated or pending against the Company for holding any benami

property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder, as

at 31st March 2025 and 31st March 2024.

29. Since the company has not taken any borrowings from any banks and / or Financial

institutions, hence disclosure relating to filing of quarterly returns or statement of current assets

are not applicable.

30. The Company are not a declared wilful defaulter by any bank or financial Institution or other

lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India,

during the year ended 31st March 2025 and 31st March 2024.

31. The Company does not have any transactions with the companies struck off under section

248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended 31st

March 2025 and 31st March 2024.

32. Registration of charges or satisfaction with Registrar of Companies (ROC):

Since the company has not mortgaged any property / assets whether moveable or immoveable,

nor has taken any loan, hence the same are not applicable to the company.

33. Disclosure relation to utilisation of borrowed funds for specific purpose:

The company has not taken any borrowing from any Banks and/or Financial institutions, hence

disclosure relating to Utilisation of borrowings for specific purpose are not applicable.

34. Disclosure relating to utilisation of borrowed funds and share premium:

a. The company has not taken any borrowings from any banks and/or financial institutions and /

or has not issued any shares at premium. Hence disclosure relating to grant of loans, advances

or its investment to any other persons or to any other entity are not applicable.

b. The company has also not given any guarantee, security or the like to or on behalf of the

ultimate beneficiaries. Hence disclosure of the same are not applicable.

c. The company has not received any funds from any persons or entities including Foreign

entities, hence disclosure relating to the same are not applicable

----------------Page (95) Break----------------

35. Analytical Ratio (Rs. in Lakhs)

Ratio Numerator Denomina

tor

As at

31st March

2025

As at

31st March

2024

% Variance Reasons for

Variance

(if above 25%)

Capital to risk-weighted

assets ratio (CRAR)

581.53 576.19 100.93% 125.26% -24.33% Increase in Risk

Weighted asset

and Net Owned

fund

Tier I CRAR 581.53 576.19 100.93% 125.26% -24.33% Same as above

Tier II CRAR 581.53 0.00 0.00% 0.00% 0.00% N.A.

Liquidity Coverage ratio* 5.31 0.70 758.57% 220.43% 538.14% Reduction in High

quality liquid

assets and Cash

outflow

* The Company is not required to comply with the guidelines on Liquidity Coverage Ratio (LCR)

in line with Master Direction – Non-Banking Financial Company – Housing Finance Company

(Reserve Bank) Directions, 2021 as at 31st March 2025 and 31st March 2024.

36. The Company has not traded or invested in Crypto currency or Virtual Currency during the

year ended 31st March 2025 and 31st March 2024.

37. Compliance with approved scheme of arrangements

The company has not applied for any scheme of arrangements with any competent authority in

terms of sections 230 to 237 of the Companies Act, 2013, hence disclosure relating to same are

not applicable.

38. Deferred taxes on Income:-

The company is entitled to create deferred tax asset/ liability in the Books of accounts with respect

to timing difference of carried forward business and depreciation losses as well as depreciation.

However, in view of carried forward business & depreciation losses there is no reasonable

certainty that the asset can be realized. Hence the deferred tax asset on account of carried

forward losses are not recognized on the ground of prudence, but Deferred Tax Assets on account

of Depreciation for the current year has been recognised in the Books of accounts, details of

which are as under : (Rs. in Lakhs)

WDV as per books as on 31.03.2025 0.03

WDV as per IT as on 31.03.2025 0.38

Balance 0.35

Deferred Tax Assets as on 31.03.2025 @ 26% 0.09

39. In the absence of confirmation from some of the parties and pending reconciliation the debit

and credit balances with regard to recoverable and payable have been taken as reflected in the

books. In the opinion of the Directors, Loans and Advances and Current Assets, if realized in the

ordinary course of business, have the value at which they are stated in the Balance Sheet.

40. There have been no transactions which have not been recorded in the books of accounts that

have been surrendered or disclosed as income during the year ended 31 March 2025 and 31

March 2024, in the tax assessments under the Income Tax Act, 1961. There have been no

previously unrecorded income and related assets which were to be properly recorded in the books

of account during the year ended 31 March 2025 and 31 March 2024.

41. As per Ind AS 33 “Earning Per Share’’ issued by Institute of Chartered Accountant of India

the Company gives following disclosure for the year.

----------------Page (96) Break----------------

Basic & Diluted Earnings Per Share (Rs. in Lakhs)

Particulars Unit 31.03.2025 31.03.2024

a) Net Profit / (Loss) attributable to equity shareholders Rs. -16.46 46.58

b) Weighted average number of equity shares No. 32.50 32.50

c) Nominal Value Per Share Rs. 10 10

d) Earning Per Share Rs. -0.51 1.43

42. Auditors’ Remuneration

(Rs. in Lakhs)

Particulars 31.3.2025 31.3.2024

As Auditor

Audit Fees 0.50 0.35

Certification 0.21 0.12

Total 0.71 0.47

43. The figures of the previous year have been regrouped and recast wherever necessary to

confirm to the groupings of the current year.

44. During the year, the Company has provided Rs. NIL/- (P.Y. NIL-), towards Non- performing

Assets in accordance with the prudential norms prescribed by Reserve Bank of India.

45. There were no outstanding Dues to Micro, Small and Medium Enterprises to the Extent

Information Available with the Company and the Payments in respect of such suppliers are

made within the appointed day.

As per our report of even date attached

For V R S K & Co. LLP For and on behalf of the Board

Chartered Accountants

Firm Reg. No. : 111426W/W100988

Suresh G. Kothari

Sd/-

Santkumar Bagrodia

Sd/-

Shailja Bagrodia

Partner (Managing Director) (Director)

(M.No. 047625) DIN: 00246168 DIN: 00246710

Place: Mumbai

Date: 27/05/2025

Sd/-

Swara Khande Mahesh Purohit

(CFO) (Company Secretary)

----------------Page (97) Break----------------

GSL SECURITIES LIMITED

(CIN: L65990MH1994PLC077417)

Regd. Off.: 1/25 & 1/26, 1st Floor, AC Market Building, Tardeo, Mumbai – 400 034

Tel.: 022-66301060 Email: gslsecuritiesltd@gmail.com

ATTENDANCE SLIP

(PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING

PLACE)

*DP ID: Regd. Folio No:

*Client ID: No. of Shares Held:

Name of the Member:

Name of the Proxy holder:

I hereby record my presence at the 31st Annual General Meeting of the Company to be held on Saturday, 30th

August, 2025 at 10.00 a.m. at the Registered Office Address of the Company at 25 & 26, 1st Floor, A C Market

Building, Tardeo, Mumbai-400034.

* Applicable for investors holding shares in electronic form.

Signature of the Member/ Proxy)

----------------Page (98) Break----------------

GSL SECURITIES LIMITED

(CIN: L65990MH1994PLC077417)

Regd. Off.: 1/25 & 1/26, 1st Floor, AC Market Building, Tardeo, Mumbai – 400 034

Tel.: 022-66301060 Email: gslsec@bom3.vsnl.net.in

Proxy Form

Form No. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

CIN : L65990MH1994PLC077417

Name of the Company : GSL Securities Limited

Name of the Member (s) :

Registered address :

E-mail Id :

Folio No/Client Id /DP Id :

I/We, being the Member(s) of Shares of the above named Company, hereby appoint

1. Name: ................................................ Address: ............................................................

E-mail Id: ............................................ Signature:............................................................

or failing him

2 Name: ................................................ Address:................................................................

Email Id: .............................................. Signature:............................................................

or failing him

3. Name: ................................................ Address:............................................................

E-mail Id: ............................................ Signature:............................................................

or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf 31st Annual General Meeting of the

Company to be held Saturday, 30th August, 2025 at 10.00 a.m. at the Registered Office Address of the Company

at 1/25 & 1/26, 1st Floor, AC Market Building, Tardeo, Mumbai – 400 034, and at any adjournment thereof in

respect of such resolutions as are indicated below:

Sl.

No.

Resolution Optional

Ordinary Business: For Against

1. To receive, consider and adopt the Audited Financial statements of the company

for the financial year ended 31st March 2025 and the Director’s Report and

Auditor’s Report thereon.

2. To appointment of director in place of Mr. Santkumar Bagrodia (DIN

00246168), who retires by rotation and being eligible, offers herself for re-

appointment.

Special Business:

3. To re-appoint Mr. Santkumar Bagrodia (DIN: 00246168) as the Managing

Director of the Company for a further period of one (1) year.

4. Adoption of New Set of Articles of Association as per Companies Act, 2013.

5. To Issue of Equity Shares on Preferential Basis to Non- Promoter.

----------------Page (99) Break----------------

Signed this........... day of ................... 2025.

Signature of the Shareholder

Signature of the Proxy holder(s)

Affix

Re. 1/-

Revenue

Stamp

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

office of the Company not less than 48 (forty eight) hours before the commencement of the meeting.

2. A proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more

than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be

appointed by a member holding more than 10% of the total share capital of the Company carrying voting

rights, then such proxy shall not act as a proxy for any other person or shareholder.

4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

5. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders

should be stated.

----------------Page (100) Break----------------

Form No. MGT-12

Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c), of the Companies (Management and Administration) Rules,

2014]

Name of the Company : GSL SECURITIES LTD

(CIN: L65990MH1994PLC077417)

Registered Office : 25 & 26, 1st Floor, A C Market Building, Tardeo, Mumbai -400034

BALLOT PAPER

Sr. No. Particulars Details

1. Name of the First Named Shareholder (In block letters)

2. Postal Address

3. Registered Folio No. / *Client ID No.

*(Applicable to investors holding shares in dematerialized

form)

4. Class of Shares Equity

I/We hereby exercise my/our vote in respect of the Resolutions enumerated below by recording my assent or dissent to the said resolution

in the following manner:

Sr.

No. Particulars No. of Shares held Vote in favour of Resolution

Vote against

the

Resolution

1. To receive, consider and adopt the Audited Financial statements of the company

for the financial year ended 31st March 2025 and the Director’s Report and

Auditor’s Report thereon (Ordinary Resolution)

2. To appointment of director in place of Mr. Santkumar Bagrodia (DIN

00246168), who retires by rotation and being eligible, offers herself for re-

appointment (Ordinary Resolution)

3. To re-appoint Mr. Santkumar Bagrodia (DIN: 00246168) as the Managing

Director of the Company for a further period of one (1) year. (Special Resolution)

4. Adoption of New Set of Articles of Association (Special Resolution)

5. To Issue of Equity Shares on Preferential Basis to Non- Promoter (Special

Resolution)

Place :

Date : (Signature of the Shareholder)

----------------Page (101) Break----------------

BOOK-POST

If Undelivered, Please return to :

GSL SECURITIES LIMITED

CIN : L65990MH1994PLC077417

1/25 & 1/26, 1st Floor,

Tardeo Airconditioned Market Society,

Tardeo Road, Mumbai - 400 034

----------------Page (102) Break----------------

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