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GSL SECURITIES LTD.

12 October 2026 | 12:00

Industry >> Non-Banking Financial Company (NBFC)

Select Another Company

ISIN No INE721D01017 BSE Code / NSE Code 530469 / GSLSEC Book Value (Rs.) 22.62 Face Value 10.00
Bookclosure 30/09/2024 52Week High 65 EPS 0.00 P/E 0.00
Market Cap. 27.65 Cr. 52Week Low 33 P/BV / Div Yield (%) 2.86 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Board of Directors ("Board") is pleased to present 32nd (Thirty Second) 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, 2026.

1) Financial Highlights

The financial performance of your Company for the financial year ended March 31, 2026 is
summarized below:

Particulars

2025-26

2024-25

Total Income

5.59

1.68

Total Expenditure excluding depreciation

36.96

26.05

Profit before Tax and Depreciation

(31.37)

(24.37)

Less: Depreciation

0.00

0.01

Profit / (Loss) before tax

(31.37)

(24.38)

Exceptional Items

0.00

0.00

Less: Current Tax

0.00

0.00

Taxation of earlier year

0.00

(7.94)

Deferred Tax

0.01

0.02

Profit / (Loss) after tax

(31.38)

(16.46)

Add / (Less): Other Comprehensive Income

28.86

29.31

Total Comprehensive Income

(2.52)

12.85

Earnings Per Share (Basic and Diluted)

(0.73)

(0.51)

2) Results from Operations

During the year under review, your Company recorded a total revenue of Rs. 5.59 lakhs,
compared to Rs. 1.68 lakhs in the previous financial year. The Company incurred a net loss
of Rs. 31.38 lakhs, as against a net loss of Rs. 16.46 lakhs in the preceding year. The Earnings
per Share (EPS) for the year stood at Rs. (0.73).

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.

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, 2026, after all
appropriation and adjustments, was Rs. 150.50 lakhs.

5) Financial Statements

The Financial statement of your Company for the year ended March 31, 2026 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, 2026, 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, 2026 is Rs. 4,27,51,000 divided into
42,75,100 equity shares of Rs.10/- each.

7) Significant Events during the financial year

• Allotment of 10,25,100 (Ten Lakhs Twenty-Five Thousand One Hundred) Equity
Shares of Face Value of ?10/- (Rupees Ten Only) Each at a Premium of ?31.50/-
(Rupees Thirty-One and Fifty Paise Only) Each on a Preferential Basis to Non¬
Promoters:

During the year under review, the Company allotted 10,25,100 (Ten Lakhs Twenty-Five
Thousand One Hundred) equity shares of face value of Rs. 10/- (Rupees Ten Only)
each at a premium of Rs. 31.50/- (Rupees Thirty-One and Fifty Paise Only) per equity
share on December 27, 2025 on a preferential basis to non-promoters, aggregating to Rs.

4,25,41,650/- (Rupees Four Crore Twenty-Five Lakh Forty-One Thousand Six Hundred
and Fifty Only).

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

The Company submitted an application on 08th June, 2026 to the Calcutta Stock Exchange
Limited ("CSE") seeking delisting of its equity shares from CSE. The Company received
approval from CSE on June 30, 2026, and the equity shares of the Company were delisted
from CSE with effect from July 1, 2026.

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.

9) 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.

10) Subsidiaries Company/ Associates Company /Joint Ventures Company

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

11) 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.

12) 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.

13) 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.

14) 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.

15) 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, 2026 is available on the website of the Company at
https://www.gslsecurities.com.

16) 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.

17) Directors and Key Managerial Personnel:

Mr. Santkumar Bagrodia (DIN: 00246168) was re-appointed as a Managing Director of the
Company at the Annual General Meeting held on August 30, 2025, for a tenure of one year,
effective from October 01, 2025, to September 30, 2026. 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 July 29,
2026, approved the re-appointment of Mr. Santkumar Bagrodia as a Managing Director for
a further period of one year, from October 01, 2026, to September 30, 2027, 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.

18) Retirement by rotation

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, Mrs. Shailja Bagrodia
(DIN 00246710), Director, retiring by rotation at the ensuing Annual General Meeting and
being eligible, offers herself for re-appointment. The Board recommends the said re¬
appointment of Mrs. Shailja Bagrodia at the 32nd AGM and her brief profile is provided in
the Notice convening the said AGM of the Company.

19) Board of Directors and its Meeting

The composition of Board of Directors as on March 31, 2026 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 Five (5) times during the year. The meeting of Board of Directors was
held on May 27, 2025, August 02, 2025, November 10, 2025, December 27, 2025 and
February 06, 2026. 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 2025-26

Whether
attended
last AGM
held on
August 30,
2025

Mr. Santkumar Bagrodia

Promoter and
Executive Director

5

5

Yes

Mrs. Shailja Bagrodia

Promoter and Non¬
Executive Director

5

5

Yes

Mr. Machhindranath
Krishna Patil

Non - Executive

Independent

Director

5

5

Yes

Mrs. Suvarna Vitthal
Shinde

Non - Executive

Independent

Director

5

5

Yes

20) Committees of the Board

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

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

A) Audit Committee;

B) Nomination and Remuneration Committee;

C) Stakeholders' Relationship Committee;

Meeting of Audit Committee and Attendance

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

The Composition of the Audit Committee as on March 31, 2026 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2025-26, the Audit Committee has met four (4) times. The
meetings of Audit Committee were held on May 27, 2025, August 02, 2025, November 10,
2025 and February 06, 2026. 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, 2026 is as
follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2025-26, One (1) Nomination & Remuneration Committee
Meeting was held on on August 02, 2025. 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

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, 2026 is as
follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2025-26, One (1) Stakeholders Relationship Committee Meeting
was held on February 06, 2026. 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 o f 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 2025-26, One (1) Meeting
of Independent Director was held on February 06, 2026.

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

Name of the Member No of Meeting entitled No of Meeting attend

to attend

Machhindranath Krishna Patil 1 1

Suvarna Vitthal Shinde 1 1

21) Declaration by Independent Directors

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

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

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

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

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

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

The Independent Directors of your Company have registered on the Independent Directors'
Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the
applicable rules thereunder ("Act"). The Independent Directors, as on March 31, 2026, have
informed the Company, that they have passed the online proficiency test prescribed under
the Act.

22) 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.

23) 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, 2026 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.

24) 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.

25) 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.

26) 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.

27) Auditors and Audit Reporti) 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. VRS 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 2026.

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.

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 2025-26 ("FY26"). The Secretarial Audit Report for the FY26 is annexed as "
Annexure
A
" and forms an integral part of this Report. There are no qualifications, reservations or
adverse remarks made by Secretarial Auditors, in their report.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

28) Internal Control Systems and their Adequacy

Mr. Akshaya Poddar, Chartered Accountant is appointed as the Internal Auditors of the
company for the Financial Year 2025-26.

Based on the report of Internal Audit function, corrective action is 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.

29) 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.

30) 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.

31) 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
".

32) 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".

33) 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 2025-26. 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.

34) 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, 2026. Hence, the Corporate Governance
Report is not applicable to your company and is not included in this Report.

35) 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.

36) 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 2025-26: -

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

37) 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.

38) 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.

39) 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.

40) 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 2026-27.

41) 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.

42) Details of utilization of funds raised through preferential allotment as specified under
Regulation 32 (7A) Listing Regulations:

During the year under review, the Company allotted 10,25,100 (Ten Lakhs Twenty-Five
Thousand One Hundred) equity shares of face value of Rs. 10/- (Rupees Ten Only) each at a
premium of Rs. 31.50/- (Rupees Thirty-One and Fifty Paise Only) per equity share on a
preferential basis to non-promoters, aggregating to Rs. 4,25,41,650/- (Rupees Four Crore
Twenty-Five Lakh Forty-One Thousand Six Hundred and Fifty Only).

Pursuant to the provisions of Regulation 32(7A) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has utilized the funds raised
through the preferential allotment for the objects stated in the notice seeking the approval of
the members, namely:

• The primary purpose of this preferential issue is to meet the Company's working
capital needs and general corporate purposes

The statement of utilization of funds pursuant to Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in respect of the aforesaid
preferential allotment has been duly filed with the Stock Exchange.

The Company confirms that there has been no deviation or variation in the utilization of
funds raised through the preferential allotment from the objects stated in the notice
convening the Annual General Meeting held on 30.08.2025.

43) 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.

44) 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/-

Santkumar Bagrodia Shailja Bagrodia

Managing Director Director

DIN: 00246168 DIN: 00246710

Place: Mumbai
Date: 29.07.2026