Gajanan Securities Services Ltd Directors Report

Dear Members,

The Directors of the Company have pleasure in presenting the 32^nd Annual Report together with the Audited Statement of Accounts of Gajanan Securities Services Limited for the year ended 31^st March 2026.

FINANCIAL RESULT

The Company has prepared the financial statements for the financial year ended March 31, 2026 under Section 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS), as amended.

The performance of the Company during the period ended 31st March, 2026 has been as under: -

	STANDALONE	CONSOLIDATED
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Total Revenue
Revenue from operation	965.99	3,079.44	7,223.62	27,767.13
Other Income	10,970.82	171.10	1,09,321.29	-
Total (I)	11,936.81	3,250.54	1,16,544.91	27,767.13
Total Expenditure
Purchase of traded goods (Shares & Securities)	-	-	-	-
(Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods	-	-	-	-
Employee benefit expense	4,200.00	4,200.00	12,300	5,100.00
Finance costs	3.53	9.76	18.00	69.66
Depreciation	19.90	26.85	19.90	26.85
Other expenses	7,056.70	6,207.60	15,890.08	12,708.16
Total (II)	11,280.12	10,444.21	28,227.98	17,904.67
Profit/(loss) for the year before tax	656.68	(-7,193.67)	88,316.93	9,862.46
Tax Expense
(-) Current Tax	102.44	-	18,344.54	4,295.72
(+) Tax for earlier year	-	-	-	-
(-) Income Tax for earlier years	-	-	115.61	176.11
(-) Deferred Tax Liability	251.16	(17,695.62)	402.78	(17,695.62)
(-) Bad Debts	-	-	-	-
Profit/(loss) for the year after tax before share of results of associates and minority interests results of associates and minority interests	303.09	10,501.95	69,453.99	23,086.25
Less: Profit pertaining to Minority interests			45.54	1.65
Share of net profit of associates			-	-
Add: Adjustment for last year			-	-
Profit for the year	303.09	10,501.95	69,408.45	23,087.90

COMPANYS PERFORMANCE AFFAIR

The Company has during the year under review Revenue: -

i. From Standalone operation Rs. 965.99 hundred & income from other Sources is Rs. 10,970.82 hundred.

ii. From Consolidated operation Rs. 7,223.62 hundred & income from other Sources is 1,09,321.29 hundred.

During the financial year 2025-26, the investments already made by the company in various mutual funds have not shown positive growth as compare to the previous year. Your directors are making best efforts to further increase its operations, for the benefit of the company.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of the Company for the FY 2025-26 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors Report is forming part of the Annual Report.

FUTURE OUTLOOK

The general business conditions affecting business are expected to remain stable and company is expected to perform well.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the Annual Report.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

RESERVES AND SURPLUS

i. For standalone Rs. 303.09 hundred from Profit & Loss statement has been transferred to reserve, the total reserves for the financial year 2025-26 is Rs (26,099.20) hundred.

ii. For Consolidated Rs. 69,408.45 hundred from Profit & Loss statement has been transferred to reserve, the total reserves for the financial year 2025-26 is Rs 1,20,59,104.44 hundred

SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2026 is Rs. 3,10,20,000/- comprising of 3,102,000 Equity Shares of Rs. 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013, Mrs. Suman Agarwal (DIN: -02307222) retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. The Board recommends her appointment for approval of members.

Subsequent to the close of the Financial Year, the Board of Directors at its meeting held on 4^th August, 2026, approved the re-appointment of Mr. Vinay Kumar Agarwal (DIN: 00646116) as the Managing Director of the Company for a further period of 5 (Five) years with effect from 06-08-2026 to 05-08-2031 not liable to retire by rotation, as recommend / approved by the Nomination & Remuneration Committee, subject to the approval of the Members at the ensuing Annual General Meeting (AGM), in accordance with the applicable provisions of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

Each of the Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

REMUNERATION AND APPOINTMENT POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting.

AUDITORS:

Your Company, at its 28th Annual General Meeting, had appointed M/s. P Khetan & Co, Chartered Accountants, having Registration No. 327386E, as Statutory Auditors of the Company, for a period of 5 years beginning from the conclusion of 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditor, plus taxes, as applicable and reimbursement of out-of-pocket expenses. Auditors Observations are self- explanatory read with notes on accounts and need no further explanation.

INTERNAL AUDITORS

The Board had appointed M/s. Jain Khemka & Associates, Chartered Accountant (Firm Registration No. 325300E), Chartered Accountants, as Internal Auditors for the FY 2025-26 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The report of the Secretarial Auditors is enclosed as ANNEXURE F to this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report and secretarial auditors report.

DISCLOSURE AS TO MAINTENANCE OF COST RECORDS:

As per the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and accordingly, such accounts and records are maintained.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established by the Board of Directors. The Vigil Mechanism Policy has been uploaded on the website of the Company.

ANNUAL RETURN

In accordance with Sections 92 (3), 134 (3) (a) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at www.gajanansec.in.

SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

During the period under review there was no change in Subsidiaries / Joint Venture/Associate Company, as on 31st March, 2026, the details of the Holding/subsidiary/Joint Venture are as followed:

NAME AND ADDRESS OF THE COMPANY	HOLDING/ SUBSIDIARY / ASSOCIATE	DATE OF BECOMING HOLDING/ SUBSIDIARY / ASSOCIATE	% of shares held
1 INNOVATION INFRAESTATES PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.99%
2 MUKTI COMMERCIAL PVT LTD	SUBSIDIARIES	24.03.2017	99.83%
3 MANIROOP AGENCIES PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
4 MAHABALA TRADECOM PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
5 KINETIC DEALCOM PRIVATE LIMITED	SUBSIDIARIES	24.03.2017	99.83%
6 CHATURBHUJ AGENCIES PVT LTD	SUBSIDIARIES	24.03.2017	Note -1
7 DOREMAN DISTRIBUTORS PVT LTD	SUBSIDIARIES	24.03.2017	Note -2

NOTE:

Note 1:- By Acquiring interest/shareholding in M/s. Maniroop Agencies Private Limited and M/s. Mukti Commercial Private Limited who holds 50.58% and 49.42% Shareholding of the Chaturbhuj Agencies Pvt Ltd respectively.

Note 2:- By Acquiring interest/shareholding in M/s.Kinetic Dealcom Private Limited and M/s. Mahabala Tradecom Private Limited who holds 50.63% and 49.37 % Shareholding of the Doreman Distributors Pvt Ltd respectively.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act, and in accordance with the Ind- As on Consolidated Financial Statements read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Consolidated Audited Financial Statements and Consolidated Cash Flow Statement for the year ended March 31, 2026 are provided in the Annual Report.

PARTICULARS OF EMPLOYEES:

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per the companies Act, 2013 and applicable provision of companies Act, 2013 during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there were no application(s) made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Our Company has always believed in providing a safe and harassment-free workplace for every individual working on its premises. The Company always endeavors to create and provide an environment that is free from discrimination and harassment.

The policy on prevention of sexual harassment at the workplace aims to prevent harassment of employees, {whether permanent, temporary, ad hoc, consultants, interns, or contract workers, irrespective of gender, and lays down guidelines for identification, reporting, and prevention of undesired behavior.

The details of sexual harassment complaints received and disposed of during the financial year are as follows:

Particulars	Number
(a) Number of Sexual Harassment Complaints received during the year	NIL
(b) Number of Sexual Harassment Complaints disposed of during the year	NIL
(c) Number of Sexual Harassment Complaints pending beyond 90 days.	NIL

THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All eligible women employees have been extended the benefits under the Act, including paid maternity leave, nursing breaks, and other facilities as prescribed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arms length basis. During the year, the company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transaction, which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act. The policy on materiality of related party transaction and on dealing with related party transaction as approved by the board may be accessed on companys website at www.gajanansec.in. There were no material significant related party transactions which could have potential conflict with interest of the Company at large. Your directors draw attention of members to note 24 to the Financial Statements which sets out related party disclosures. As required under the Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure-E to the Boards report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Nil
(ii) the steps taken by the company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	Nil

(b) Technology absorption

(i) the efforts made towards technology absorption	Nil
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
(iv) the expenditure incurred on Research and Development	Nil

CHANGES BETWEEN THE END OF THE FINANCIAL YEARS AND DATE OF THE REPORT: N.A

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

OTHER INFORMATION

Your Directors hereby states 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 complied with the provisions of Section 186 of the Companies Act, 2013, which is same supported in the Standalone Statutory Audit Report.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company has not accepted deposits covered under Chapter V of the Act and Company has not defaulted in the repayment of deposits or payment of interest thereon during the financial year under review.

4. There were no unpaid or unclaimed deposits as on March 31, 2026.

5. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

6. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India.

8. In terms of the provisions of section 143(12) of the Companies Act, 2013 read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the Statutory auditors have not reported any frauds to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed

OTHER PARTICULARS

The provisions of the Companies Act, 2013 relating to employees, conservation of resources, foreign exchange and outflows are not applicable to the Company for the period under review.

RISK MANAGEMENT:

Your company is adopting proper system and control measures for controlling and identifying risk management areas. Your board feels that the systems and measures adopted by your company are adequate in safeguarding any risk of the Company

CORPORATE GOVERNANCE

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a report on Corporate Governance along with a certificate from Mr. Riteek Baheti, Practicing Company Secretary (CP No 17766) regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and Certification by CEO and CFO or Managing Director are given as Annexure- A, B, C and D which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the revised Code of Conduct for Internal Procedures to Regulate, Monitor and Report Trading by Insiders.

ACKNOWLEDGEMENT

Your directors thank and deeply acknowledge the co-operation and assistance received from the Companys Bankers providing their wholehearted co-operation and assistance. The Directors also express their deep appreciation for the dedicated and sincere services rendered by the officers and other employees of the Company.

On behalf of the Board of Directors of Gajanan Securities Services Ltd