GSL Securities Ltd

To,

The Members,

GSL Securities Limited

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

1) Financial Results

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

(Rs.in Lakhs)

2) Dividend

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

3) Transfer to Reserves

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

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

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

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

4) Operations

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

5) Share Capital

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

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

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

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7) Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

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

8) Subsidiaries Company/ Associates Company /Joint Ventures Company

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

9) Change in the nature of business

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

10) Public Deposits

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

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

The details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements forming part of Annual Report. There are no Loans and Guarantees given by the Company as at 31.03.2024.

12) Related Party Transactions

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

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

13) Extract of the Annual Return

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

14) a) Conservation of Energy, Technology Absorption

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

b) Foreign Exchange Earning & Outgo

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

15) Directors and Key Managerial Personnel:

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

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

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

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

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

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and experience of the person, who is proposed to be appointed as a director and appropriate recommendation is made to the Board with respect to his / her appointment to maintain balance, ensure effective functioning of the Board and ensure orderly succession planning. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

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

16) Retirement by rotation

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

17) Board of Directors and its Meeting

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

Meeting of Board and Attendance

The Board has met Seven (7) times during the year. The meeting of Board of Directors were held on April 05,2023, May 30, 2023, August 14, 2023, November 09, 2023, February 10, 2024, February 15, 2024 and March 19,2024. The requisite quorum was present at all the Meetings held during the year. The gap between two Meetings of Board did not exceed the gap as required under the Act, Rules and circulars made therein.

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

18) Committees of the Board

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

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

A) Audit Committee;

B) Nomination and Remuneration Committee;

C) Stakeholders' Relationship Committee;

Meeting of Audit Committee and Attendance

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

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

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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

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

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

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

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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

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

Meeting of Stakeholders Relationship Committee and Attendance:

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

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

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

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

Meeting of Independent Directors

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

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

19) Declaration by Independent Directors

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

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

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

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

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

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

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

20) Familiarization Programs of Independent Directors

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

21) Director's Responsibility statement

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

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

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

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

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

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

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

22) Risk Management Policy

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

23) Performance Evaluation

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

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

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

The Directors expressed their satisfaction with the evaluation process.

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

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

25) Auditors:

i) Statutory Auditors:

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

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

Auditors' Report:

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

ii) Secretarial Auditors:

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

Secretarial Audit Report:

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

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

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

26) Internal Control Systems and their Adequacy

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

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

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

27) Corporate Social Responsibility

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

28) Vigil Mechanism

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

29) Particulars of Employee

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

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

30) Management Discussion and Analysis Report

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

31) Business Responsibility Report

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

32) Corporate Governance

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

33) Code of Conduct for Prohibition of Insider Trading

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

34) Report on the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

35) General Disclosures:

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

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

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

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

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

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

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

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

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

36) Statement on compliances of secretarial standards

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

37) Listing with stock exchanges

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

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

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

39) Acknowledgement

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