Golden Legand Leasing & Finance Ltd Directors Report

Dear Members,

Your directors are pleased to present the 41^st Annual Report on business and operations of the Golden Legand Leasing and Finance Limited ("Company" or "GLLFL") together with the audited financial statements for the financial year ("FY") ended March 31,2025.

1. Company Overview

GLLFL is registered with the Reserve Bank of India as a Non-Banking Financial Company - Investment and Credit Company (NBFC - ICC) vide RBI registration number N-l 3.01171 dated 12 February, 1999. Further, as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the Company is categorised as a Base-layer NBFC, considering it does not avail public funds and does not have any customer interface.

2. Financial Highlights

The key highlights of the financial performance/losses, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under:

(Amount in Rs. )

Particulars	Standalone
	F.Y. 2023-24	F.Y. 2024-25
Revenue from operations	6,46,387	9,34,37,981
Other income	-	-
Total Income	6,46,387	9,34,37,981
EBITDA	(1,29,63,689)	32,41,106
EBITDA Margin (%)	(2005.56%)	3.47%
Finance Cost	4,17,571	46,17,205
Earnings before Depreciation, Exceptional Item and Tax	(1,33,81,261)	(13,76,099)
Profit/(Loss) before Tax	(1,33,81,261)	(13,76,099)
Depreciation/Amortization	39,23,330	2,48,12,564
Exceptional Items*	-	-
Profit /(Loss) Before Tax from continuing operations	(1,73,04,591)	(2,61,88,663)
Tax expenses	25,21,776	41,92,876
Net Profit /(Loss) for the year from continuing operations	(1,47,82,815)	(2,19,95,787)
Net Profit/(loss) from discontinued operations	-	-
Profit /(Loss) for the period	(1,47,82,815)	(2,19,95,787)
Earnings per share
Basic	(0.99)	(1.48)
Diluted	(0.99)	(1.48)

3. Brief Description of the Companys Working During the Year

During the year under review, GLLFL primarily focused on strengthening its core business of payment gateway services through its digital platform, India Online Pay. The company witnessed steady growth in transaction volumes, driven by the increasing adoption of digital payments among small businesses and online merchants. The Transaction fees generated from these payment transactions remained the primary source of revenue, contributing significantly to the companys financial performance.

In alignment with its strategic transition toward a fintech-oriented NBFC framework, the Company undertook focused investments in technology integration, platform scalability, and regulatory compliance. The Company also made meaningful progress on two major upcoming digital platforms -Ashapurti Loans and Bade Bhaisab—which are expected to serve as significant catalysts for growth in the secured/unsecured lending and personal finance verticals.

These projects form part of GLLFLs next phase of expansion into lending and consumer finance. The management remains on expanding digital capabilities and broadening its customer base while ensuring sustainable and responsible financial operations.

4. Business Outlook

GLLFL is well-positioned to capitalize on Indias rapidly expanding digital financial ecosystem. With its strategic transformation into a fintech-led NBFC, the company is aligning its services to meet the evolving needs of individuals, professionals, and MSMEs in the digital age.

The core focus for the coming years includes

a) Expansion of Payment Gateway Operations

GLLFL aims to scale its flagship platform, India Online Pay, by onboarding more merchants, Fintechs, and E-commerce partners. With digital payments growing steadily across India, the company expects a significant increase in transaction volumes and recurring revenue from service charges.

b) Launch of Digital Lending Platforms

The company is preparing to roll out two key initiatives- Ashapurti Loans (for secured and unsecured lending) and Bade Bhaisab (a personal finance and credit assistance platform). These ventures are expected to open new revenue streams and deepen customer engagement.

c) Technology & Compliance Investment

Continued investment in Al-driven underwriting, fraud prevention, cloud-based infrastructure, and regulatory compliance will ensure scalability and operational resilience.

5. Dividend

In line with the current performance of the Company, the Board of Directors has not recommended any dividend for the FY ended March 31, 2025. The decision is aligned with the Companys strategy to conserve resources in its ongoing fintech initiatives, including Ashapurti Loans and Bade Bhaisab, as well as further enhancement of its digital infrastructure.

6. Fixed Deposit

Your Company is a non-deposit taking Non-banking Financial Company (NBFC) registered with RBI, as defined under section 45-IA of the Reserve Bank of India (RBI) Act, 1934. Flence Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Flence, the disclosure requirements under Chapter V of the Act read with Rule 8 (5) (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

7. Transfer To Reserves

The Company has not transferred any amount to Reserves for the period under review.

8. Share Capital, Debt Structure and its Listing

As on March 31, 2025, the issued, subscribed, and paid-up share capital of the Company stood at 14,87,00,000, divided into 1,48,70,000 equity shares of 10/- each. There has been no change in the issued, subscribed, and paid-up share capital of the Company during the FY ended March 31, 2025. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year.

a) Authorised Capital

During the year under review, the Company has increased its authorised share capital of the Company from 15,00,00,000 (Fifteen Crores) to 35,00,00,000 (Thirty-Five Crore), divided into 3,50,00,000 (Three Crore Fifty Lakhs) equity shares of 10/- each. The increase in authorised share capital was duly approved by the shareholders at the 40^th Annual General Meeting held on 30^th December 2024.

Subsequently, during the current year, the Company has also increased its authorised share capital of the Company from 35,00,00,000 (Thirty-Five Crores) to 50,00,00,000 (Fifty Crore) divided into 5,00,00,000 (Five Crore) equity shares of 10/- each. The said increase was approved by the members of the Company through Postal Ballot on May 07, 2025.

b) issue of equity shares with differential rights

Your Company does not have any equity shares with differential rights and hence no disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

c) Issue of sweat equity shares

During the year under review, your Company has not issued any sweat equity share and hence no disclosures is required to be given under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

d) Issue of employee stock options

During the year under review, Your Company has not granted any employee stock options, and has no employee stock option scheme is in operation as on 31st March 2025.

e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 15(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not required.

f) Listing with the stock exchanges

Your Companys equity shares are listed on the Bombay Stock Exchange Limited ("BSE").

9. Subsidiaries, Joint Ventures or Associate Companies

During the year under review, the Company does not have any subsidiaries, joint ventures, or associate companies within the meaning of Section 2(6) of the Companies Act, 2013. and hence no disclosures is required to be given under Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 to the Company for the financial year ended March 31,2025.

10. Meetings

a) Board Meeting

The Board meet at regular intervals inter-alia to discuss, review and consider various matters including business performance, strategies, policies and regulatory updates and impact.

During the year under review, 9 (Nine) meetings of Board of Directors were held during the FY 2024-25 on the following dates:

Sr.No. Date of Meeting	Sr.No. Date of Meeting
1. May 30, 2024	5 December 20, 2024
2. August 14, 2024	7 January 17, 2025
3. November 08, 2024	8. February 14, 2025
4. November 18, 2024	9. March 28, 2025
5. December 05, 2024

b) Committee Meetings

The Committee meet at regular includes business performance, intervals inter-alia to discuss, review strategies, policies and regulatory and consider various matters which updates and impact.

During the year under review, the following Committees met on the indicated below:

Sr Audit Committee No.	Nomination & Remuneration Committee	Stakeholder Relationship Committee
1. May 30, 2024	May 30, 2024	May 30, 2024
2. August 14, 2024	August 14, 2024	August 14, 2024
3. November 08, 2024	November 08, 2024
4. December 05, 2024	December 05, 2024
5. December 20, 2024	February 14, 2025
6. January 17, 2025	March 28, 2025
7. February 14, 2025
8. March 28, 2025

Details with respect to the meetings of the Board of Directors and Committees held during the year under review, including Composition, attendance by Directors / Members at such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Annual Report.

11. Directors and Key Managerial Personnel("KMP")

During the year under review, the following changes took place in the composition of the Board of Directors and KMP:

a) Appointment of Mr. Jaspal Singh Sidhu as an Executive Director of the Company

During the Financial Year under review, pursuant to the provisions of Section 149, 150 152 and 161 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), Mr. Jaspal Singh Sidhu (DIN:01794747) was appointed as an Additional Executive Director of the Company, for a term of 5 (five) consecutive years with effect from December 05, 2024 to December 04, 2029 (both days inclusive), subject to approval of Members of the Company.

The Members of the Company at the 40^th Annual General Meeting held on December 30, 2024, have approved the appointment of Mr. Jaspal Singh Sidhu as an Executive Director of the Company.

b) Appointment of Ms. Neha Kargeti (DIN: 10940282) as an Additional Non - Executive Independent Director of the Company During the Financial Year under review, pursuant to the provisions of Section 149, 150 152 and 161 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), Ms. Neha Kargeti (DIN: 10940282) was appointed as an Additional Non - Executive Independent Director of the Company, not liable to retire by rotation, for a period of 5(Five) years from February 14, 2025 to February 13, 2030 (both days inclusive), subject to approval of Members of the Company.

On May 07, 2025, the Members of the Company passed the Special Resolution through Postal Ballot for the appointment of Ms. Neha Kargeti as an Independent Director of the Company.

c) Resignation of Mrs. Karamjeet Kaur Sidhu from the position of Non-Executive Independent Director of the Company

Mrs. Karamjeet Kaur Sidhu (DIN: 03325221) tendered her resignation from the position of Non-Executive Independent Director of the Company with effect from February 14, 2025 (close of business hours) due to personal reasons. She confirmed that there were no material reasons apart from as stated above.

d) Resignation of Mr. Syed Arsalan Abid Byhaqui from the position of Non-Executive Independent Director of the Company

Mr. Syed Arsalan Abid Byhaqui (DIN: 10294288) tendered his resignation from the position of Non-Executive Independent Director of the Company with effect from March 03, 2025 (close of business hours) due to personal reasons. Fie confirmed that there were no material reasons apart from as stated above.

e) Directors liable to retire by rotation

In accordance with the provision of the Section 152 of the Act and Articles of Association of the Company, Mr. Lalit Singh (DIN: 07282811) is retiring by rotation at the forthcoming AGM of the Company and being eligible offered himself for re-appointment.

The Board recommends re-appointment of Mr. Lalit Singh for the consideration of the Members of the Company at the forthcoming AGM. Brief profile of Mr. Lalit Singh, who are seeking re appointment, are given in the Notice of AGM.

f) Change in KMP

There was no change in KMPs of the Company during the FY 2024-25.

g) Remuneration policy and criteria for selection of candidates for appointment as Directors, KMPs and Senior Management

The Company has in place a policy for remuneration of Directors, KMPs and Senior Management as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and Senior Management. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the NRC and the Board of Directors while selecting candidates.

The policy on remuneration of Directors, KMPs and Senior Management is hosted on the website of the Company at https://gllfl.com:3001 /uploads/! 734 171 581720-Nomination%20and%20R emuneration_GLLFL.pdf

h) Declaration by Independent Director(s)

The independent directors of the Company, pursuant to the provisions of Section 149 of the Act and Listing Regulations, have submitted their declaration confirming that each of them meets the criteria of independence as prescribed under the Act read with rules made thereunder and the Listing Regulations and that they continue to comply with the Code of Conduct laid down under Schedule IV to the Act. They have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties independently. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

Accordingly, based on the said declarations and after reviewing and verifying its veracity, the Board is of the opinion that the independent directors are persons of integrity, possess relevant expertise, experience, proficiency, fulfil the conditions of independence specified in the Act and Listing Regulations and are independent of the management of the Company.

There has been no change in the circumstances affecting their status as independent directors of the Company. During the financial year 2024-25, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Corporate Governance Report forming part of Annual Report.

The Company has adopted the Code of Conduct for its directors and senior management personnel (the "Code of Conduct") in accordance with applicable provisions of the Act and the Listing Regulations. On an annual basis, all the Board Members and senior management personnel have affirmed compliance with the Code of Conduct.

i) Board Evaluation

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors. In compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its committees and Directors. The evaluation process invited responses to a structured questionnaire, which was largely in line structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

j) Mode of Evaluation

Board assessment is conducted through a structured questionnaire. All the Directors participated in the evaluation process. Further, a meeting of the Independent Directors was conducted to review the performance of the Board as a whole The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

The performance of the Board as a whole, its committees, and individual Directors is satisfactory and the Directors are committed to upholding the highest standards of corporate governance and will continue to work towards enhancing the effectiveness and efficiency of the Board.

k) Familiarization Programme for Independent Directors

In line with Section 149, Schedule IV Part III of the Act, and Regulation 25 of the Listing Regulations, the Company has implemented a Board Familiarization Program.

This includes an induction process for new Independent Directors and ongoing sessions to enhance their understanding of business strategy, operations, and key functions.

The induction program familiarizes Independent Directors with the Companys history, core values, business model, and financial performance. It also covers:

i. Corporate Governance:

Roles and responsibilities of the Board and its Committees.

ii. Risk Management:

Key risks and mitigation strategies.

iii. Regulatory Compliance:

Legal obligations and frameworks.

iv. Company Culture:

Organizational values and employee engagement

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

These initiatives ensure that Independent Directors are well-equipped to contribute effectively to Board discussions and decisions.

The Independent Directors have complete access to the information within the Company. As a part of Agenda of Board/Committee Meetings, presentations are regularly made to the Independent Directors.

12. Auditors and Auditors Report

Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 40^th Annual General Meeting ("AGM") of the Company held on December 30, 2024 had appointed M/s Sunil Vankawala & Associates, Chartered Accountant (Firm Registration No.l 10616W) as Statutory Auditors of the Company for a period of two years to hold office until the conclusion of 42^nd AGM of the Company.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to appoint as a Statutory Auditor of the Company and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

Statutory Audit Report

During the FY 2024-25 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31 st March, 2025 are self-explanatory and being devoid of any reservation(s), gualification(s) or adverse remark(s) etc. and hence, do not call for any further information(s)/explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

The Auditors Report on the financial statements of the Company for the Financial Year ended March 31, 2024, forms part of this Annual Report.

The following are the qualifications as stated in the auditors report along with the Management explanations:

Sr. No. Qualifications made by Statutory Auditor	Explanations by the Board
There was no system of obtaining periodical confirmation of balances relatin to trade receivables, trade payables, loans and advances, borrowings and current liabilities. The effect of the same on the result for the period is not ascertainable.	The Management is actively implementing corrective measures including:
	? Introducing a structured process for obtaining periodic balance confirmation.
	? Strengthening internal controls and record management systems.
	? Conducting a thorough review of all balances to identify and resolve discrepancies.
b) The Company has not done any retrospective adjustment of prior period errors and omissions by restating the comparative amounts for prior period presented or, where the errors relate to the period (s) before the earliest prior period presented, restating the opening balance of assets, liabilities and equity forthat period. This is in contravention to Indian accounting standard (Ind AS) 8 (Accounting Policies, Changes in Accounting Estimates and Errors).	The Company is taking steps to ensure full compliance with the retrospective adjustment requirements of Ind AS-8, Including:
	? Conducting a detailed review of prior period errors and omissions to quantify their impact.
	? Engaging external consultants or expert, if required to assist in restating the comparative financial information and adjusting opening balances as per the standard.
	? Strengthening internal controls to prevent recurrence of similar errors in the future.
	? The management remains committed to adhering to the principles of transparency and reliability in the financial reporting. Any adjustment to prior periods identified during the review will be disclosed appropriately in future financial statements.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on November 18, 2024 has appointed M/s H. Maheshwari & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further Board of directors of the company based on the recommendation of Audit Committee, has approved the re-appointment of M/s FI. Maheshwari & Associates, Practicing Company Secretary, as a Secretarial Auditor of the Company at their meeting held on August 14, 2025, subject to the approval of the Members of the Company at the ensuring Annual General Meeting ("AGM") of the Company for a period of Five (5) years commencing from Financial Year 2025-26 to Financial Year 2029-30.

Secretarial Audit Report

As required under provisions of Section 204 of the Act, the report in respect of the Secretarial Audit carried out by M/s FI. Maheshwari & Associates, Practicing Company Secretary, in Form MR-3 for the F.Y. 2024-25 is annexed hereto marked as "Annexure - I" and forms part of this Report. The said Secretarial Audit Report contains qualifications as below along with Explanations by the Board:

Sr. No. Qualifications made by Secretarial Auditor	Explanations by the Board
a) The Company was in suspension mode until January 24, 2025 and accordingly could not complied with SEBI (Prohibition of Insider Trading) Regulations 2015 with respect to periodic compliances and some event based compliances Viz. Maintenance and filing of report with respect to structural digital database as required to be maintained as per regulation 5 of SEBI (Prohibition of Insider Trading Regulations) 2015.	The Company was under suspension from trading on the stock exchange until January 24, 2025, due to which certain periodic and event-based compliances under the SEBI (Prohibition of Insider Trading) Regulations, 2015 could not be undertaken during the said period. Upon revocation of the suspension, the Company duly complied with all applicable provisions under the said Regulations, including the maintenance of a Structured Digital Database as mandated under Regulation 5.
	The database, containing details of persons with whom unpublished price sensitive information is shared, is maintained in the prescribed format, with timely filing of required reports, and is periodically reviewed to ensure accuracy, completeness, and adherence to the regulatory framework.

Cost Auditor & Cost Audit Report

Cost Audit is not applicable to your Company.

Internal Auditors

Pursuant to Section 138(1) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company.

The Board of Directors at their meeting held on November 18, 2024 has appointed M/s NH Variava & Co (FRN: 153265W), as the Internal Auditor of the Company to conduct an Internal Audit for the FY 2024-25.

Pursuant to Section 138(1) of the Companies Act, 2013 and based on the recommendation of Audit Committee, Board of directors has approved the re-appointment of M/s NH Variava & Co (FRN: 153265W), as the Internal Auditor of the Company at their meeting held on March 28, 2025, for a period of Three (3) years commencing from FY 2025-26 to FY 2027-28.

13. Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with its size, scale and complexity of its operations with reference to its financial statements. These have been designed to provide reasonable assurance about recording and providing reliable financial providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its 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. The internal control system is supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines which ensure reliability of financial and all other records as required under Companies Act 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the Act.

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The internal auditors have expressed their satisfaction about the adequacy of the control systems and the manner in which the Company is updating its systems and procedures to meet the challenging requirements of the business. Significant audit observations and follow-up action thereon are reported by the Internal Auditors to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.

14. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to section 177(9) of the Act and Regulation 22 of the Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak(s) or suspected leak(s) of unpublished price sensitive information.

During the year under review, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://www.gllfl.com/code-of-conduct-pol icies

15. Compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

The following is the status of complaints received and disposed of during the financial year ended March 31,2025:

Particulars	Number
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than 90 days	Nil

The Company remains committed to providing a safe and respectful workplace for all employees.

16. Compliance with the maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961. During the financial year ended March 31, 2025, the following measures were implemented:

a) Maternity leave was granted to eligible employees as per statutory requirements.

b) Nursing breaks were provided to employees returning from maternity leave.

c) No employee was dismissed or discriminated against on account of maternity.

d) Awareness sessions were conducted to educate employees about their rights under the Act.

The Company continues to uphold its commitment to supporting women employees through inclusive and family-friendly policies.

17. Policies

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at https://www.gllfl.com/code-of-conduct-p olicies

The policies are reviewed periodically by the Board and updated based on need and requirements.

18. Dematerialization of Shares / Depository System

The Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2025, there were approximately 1,47,30,600 Equity Shares in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.06% of the total issued, subscribed and paid-up capital of the Company.

In light of the advantages provided by the depository system, shareholders holding shares in physical form are encouraged to opt for the dematerialization (demat) facility.

19. Registered Office

There was no change in the Registered Office of the Company during the FY under review. The present address of the Registered Office is as follows:

Unit No. 202, Shri Ramakrishna Chambers, Plot No. 67B, TPS - IV, Linking Road, Khar (W), Mumbai, Maharashtra, 400052.

20. Corporate Governance Report and Certificate

The Corporate Governance Report and the certificate on Corporate Governance received from the Auditors of the Company for the FY 2024-25, is set out as a forming part of this Annual Report as required under Regulation 34 read with Schedule V(C) of the Listing Regulations.

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the Company for the FY 2024-25 forms a part of this Directors Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

22. Material Changes and Commitments Affecting the Financial Position of the Company

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 this report.

23. Re-Listing of Equity Shares of the Company on Stock Exchange

During the year under review, the equity shares of the Company were successfully re-listed on the Bombay Stock Exchange ("BSE") with effect from January 24, 2025, after completing all necessary regulatory, compliance, and procedural formalities.

The re-listing marks a significant milestone in the Companys journey, enhancing its visibility in the capital markets and providing improved access and liquidity for shareholders. This step is in line with the Companys strategic intent to strengthen its public profile, widen investor participation, and unlock long-term shareholder value.

Your Company believes that listing on a recognized stock exchange fosters transparency, improves corporate governance, and provides a strong platform for future growth.

24. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

25. Extract of The Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2025, in e-Form MGT-7, is available on the Companys website at https://www.gllfl.com/

The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

26. Listing Fees

The listing fees payable for the Financial Year 2024-25 has been paid to BSE Limited within due date.

27. Website Of The Company

Company maintains a website https://www.gllfl.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

28. Particulars Of Loan, Guarantee And Investment

During the year the Company has provided loans, advances in the nature of loans, provided guarantee and security to companies, firms, Limited Liability Partnerships or any other parties are as follows:

(in Lakhs)

Particulars	Opening Balance	During the Year	Closing Balance
Aesthetic Decor	2.20	2.20	Nil
Aggarwal Impex	5.00	5.00	Nil
Bahar Traders	69.55	Nil	69.55
Dhairya Shah	Nil	28.50	28.50
Global Payment	2.95	2.95	Nil
Manoj B Punamiya	102.50	Nil	102.50
Niraj Variava	0.36	0.85	1.21
Rakesh Sharma	3.62	3.62	Nil
Sanskrut Jewel Resi	6.24	Nil	6.24
Sunil Kumar Singh	5.46	5.46	Nil
Synergy Cosmetics (Exim) Ltd.	1,124.93	Nil	1,124.93
Total	1,326.31	52.09	1,332.93

29. Particulars of Contracts and Arrangements with Related Parties

The Board of Directors have adopted the Policy on Materiality of Related Party Transactions and Dealings with Related Party Transactions as per the applicable provisions of the Act and the Listing Regulations and the same is available on the website of the Company at https://www.gllfl.com/code-of-conduct- policies

There were no materially significant Related Party Transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 19 to the Audited Financial Statement of Company forming part of this Annual Report.

30. Particulars of Employees

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided at Annexure II to this Boards Report.

Further, statement containing details of employees as required in terms of Section 197 (12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered & Corporate Office of the Company during working hours. As per second proviso to Section 135(1) of the Act and second proviso of Rule 5 of the aforesaid rules the Annual Report has been sent to the Members excluding the aforesaid exhibit. Any Member interested in obtaining a copy of the such information may write to the Company Secretary at the Registered & Corporate Office of the Company or at cs@gllfl.com .

31. CEO & CFO Certificate

Compliance Certificate in terms of Regulation 17(8) of the Listing Regulations on the audited financial statements and other matters prescribed therein, submitted to the Board of Directors by the CEO and CFO of the Company, for FY ended March 31,2025, is a forming part of corporate Governance report.

32. Other Disclosures

During the year under Report, there was no change in the general nature of business of the Company.

No material changes and commitments affecting the financial position of your Company have occurred between the end of year under review and date of this Boards Report.

There was no revision in financial statements and Boards Report of the Company during the year under review.

During the year under Report, no funds were raised through preferential allotment or gualified institutional placement.

During the year under review, no orders have been passed against your Company by any regulator(s) or court(s) or tribunal(s) which would impact the going concern status and / or the future operations of your Company.

There were no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2015.

During the year under review, there has been no instance of one-time settlement with any Bank(s) or Financial Institution(s).

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

The operations of the Company are not energy intensive nor does they require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company.

During the year under review, your Company did not have any foreign exchange earnings and foreign currency expenditure.

34. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) being a listed Company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

35. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

Place: Mumbai	Divya Singh Kushwaha
Date: 28-08-2025	Managing Director & Chairman
	DIN:07286908