GSL Securities Ltd Auditor Reports

To,

The Members,

GSL Securities Limited,

Your Board of Directors ("Board") is pleased to present 31^st (Thirty First) Annual Report of GSL Securities Limited ("Company") along with the Audited Financial Statement of Accounts and the Auditors Report for the financial year ended 31^st March, 2025.

1) Financial Highlights

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

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Total Income	1.68	83.60
Total Expenditure excluding depreciation	26.05	28.36
Profit before Tax and Depreciation	(24.37)	55.24
Less: Depreciation	0.01	0.03
Profit / (Loss) before tax	(24.38)	55.21
Exceptional Items	0.00	0.00
Less: Current Tax	0.00	8.61
Taxation of earlier year	(7.94)	0.00
Deferred Tax	0.02	0.02
Profit / (Loss) after tax	(16.46)	46.58
Add /(Less): Other Comprehensive Income	29.31	(21.16)
Total Comprehensive Income	12.85	25.42
Earnings Per Share (Basic and Diluted)	(0.51)	1.43

2) Results from Operations

During the year under review, your Company recorded a total revenue of Rs. 1.68 lakhs, compared to Rs. 83.60 lakhs in the previous financial year. The Company incurred a net loss of Rs. 16.46 lakhs, as against a net profit of Rs. 46.58 lakhs in the preceding year. The Earnings Per Share (EPS) for the year stood at Rs. (0.51).

3) Dividend

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

4) Transfer to Reserves

During the year under review your Company has not transferred any amount to the Statutory Reserve fund as required pursuant to Section 45-IC of the RBI Act, 1934.

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 31^st March, 2025, after all appropriation and adjustments, was Rs. 181.88 lakhs.

5) Financial Statements

The Financial statement of your Company for the year ended March 31, 2025 are prepared in accordance with the Indian Accounting Standard ("IND AS"), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013, rules framed thereunder and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) and forms part of this Annual Report.

6) Share Capital

As at March 31, 2025, the Authorized Share Capital of the Company is Rs. 5,25,00,000 divided into 52,50,000 equity shares of Rs.10/- each.

The paid-up Equity Share Capital as on 31^st March, 2025 is Rs. 3,25,00,000 divided into 32,50,000 equity shares of Rs.10/- each.

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

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

8) Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys 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 companys operations in future.

9) Subsidiaries Company/ Associates Company /Joint Ventures Company

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

10) Change in the nature of business, if any

There was no change in the nature of Business of your Company during the year under review affecting the financial position of the Company.

11) Deposits

During the year under review, Your Company did not invite or accept any deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review of the previous financial year.

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

The details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements forming part of Annual Report. Your Company has not given any loan, provided and guarantee or security under Section 186 of the Act during the year under review.

13) Related Party Transactions

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

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

14) Extract of the Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at https://www.gslsecurities.com.

15) a) Conservation of Energy, Technology Absorption

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

b) Foreign Exchange Earning & Outgo

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

16) Directors and Key Managerial Personnel:

Mr. Santkumar Bagrodia (DIN: 00246168) was re-appointed as an Managing Director of the Company at the Annual General Meeting held on September 29, 2022, for a tenure of three years, effective from October 01, 2022, to September 30, 2025. He is eligible for re-appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors, at its meeting held on August 02, 2025, approved the re-appointment of Mr. Santkumar Bagrodia as a Managing Director for a further period of one year, from October 01, 2025, to September 30, 2026, subject to the approval of the Members by way of a special resolution.

The profile of Mr. Santkumar Bagrodia, including his experience, attributes, skills, and details of other directorships and committee memberships, is provided in the annexure to the Notice of the Annual General Meeting.

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

17) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and read with Rules made thereunder and Articles of Association of the Company, Mr. Santkumar Bagrodia (DIN 00246168), Managing Director, retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the said re-appointment of Mr. Santkumar Bagrodia at the 31^st AGM and his brief profile is provided in the Notice convening the said AGM of the Company.

18) Board of Directors and its Meeting

The composition of Board of Directors as on March 31, 2025 is stated below:

Name of Directors	Date of Appointment	Date of Cessation
1 Mr. Santkumar Bagrodia	29/03/1994	--
2 Mrs. Shailja Bagrodia	29/03/1994	--
3 Mr. Machhindranath Krishna Patil	31/07/2018	--
4 Mrs. Suvarna Vitthal Shinde	07/11/2019	--

Meeting of Board and Attendance

The Board has met Four (4) times during the year. The meeting of Board of Directors was held on May 21, 2024, August 12, 2024, November 13, 2024 and February 08, 2025. The requisite quorum was present at all the Meetings held during the year. The gap between two Meetings of Board did not exceed the gap as required under the Act, Rules and circulars made therein.

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

Name	Category	No of Meeting entitled to attend	No. of Board Meetings attended during the year 2024-25	Whether attended last AGM held on September 30, 2024
Mr. Santkumar Bagrodia	Promoter and	4	4	Yes
	Executive Director
Mrs. Shailja Bagrodia	Promoter and Non-	4	4	Yes
	Executive Director
Mr. Machhindranath	Non - Executive	4	4	Yes
Krishna Patil	Independent Director
Mrs. Suvarna Vitthal	Non - Executive	4	4	Yes
Shinde	Independent Director

19) Committees of the Board

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

During the financial year the Company has three (3) Board Level Committees: A) Audit Committee; B) Nomination and Remuneration Committee; C) Stakeholders Relationship Committee;

Meeting of Audit Committee and Attendance

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

The Composition of the Audit Committee as on March 31, 2025 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, the Audit Committee has met four (4) times. The meetings of Audit Committee were held on May 21, 2024, August 12, 2024, November 13, 2024 and February 08, 2025. The details of attendance of members of Audit Committee in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	4	4
Suvarna Vitthal Shinde	4	4
Shailja Bagrodia	4	4

There are no instances where the Board had not accepted the recommendations of the Audit Committee.

Meeting of Nomination & Remuneration Committee and Attendance

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

The Composition of the Nomination & Remuneration Committee as on March 31, 2025 is as follows: Chairman: Mr. Machhindranath Patil Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, One (1) Nomination & Remuneration Committee Meeting was held on on August 12, 2024. The requisite quorum was present at the Meeting held during the year.

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

Name of the Member	No of Meeting entitled to	No of Meeting attend
	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, 2025 is as follows:

Chairman: Mr. Machhindranath Patil

Members: Mrs. Shailja Bagrodia and Mrs. Suvarna Shinde

During the Financial Year 2024-25, One (1) Stakeholders Relationship Committee Meeting was held on February 08, 2025. The details of attendance of members of Stakeholder Relationship Committee in their meeting are as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	1	1
Suvarna Vitthal Shinde	1	1
Shailja Bagrodia	1	1

Meeting of Independent Directors

Mr. Machhindranath Krishna Patil and Mrs. Suvarna Vitthal Shinde are the Independent Directors on the Board of the Company. During the Financial Year 2024-25, One (1) Meeting of Independent Director was held on February 08, 2025.

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

Name of the Member	No of Meeting entitled to attend	No of Meeting attend
Machhindranath Krishna Patil	1	1
Suvarna Vitthal Shinde	1	1

20) Declaration by Independent Directors

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

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

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors 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, 2025, have informed the Company, that they have passed the online proficiency test prescribed under the Act.

21) Familiarization Programs of Independent Directors

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

22) Directors 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, 2025 and state that:

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

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

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

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

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

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

23) Risk Management Policy

The Companys 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 groups 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.

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

25) Companys 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 Companys nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as Executive and Non - executive Directors, Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the Annual General Meeting of the shareholders. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programs for Directors and the senior management. The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board,

Committees and of individual Directors.

26) Auditors and Audit Report

i) Statutory Auditors:

Pursuant to provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. V R S K & Co. LLP, Chartered Accountants, (Firm Registration No. 111426W), were appointed as statutory auditors for a term of five consecutive years to hold office from the conclusion of 30^th AGM up to the conclusion of the 35^th 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 31^st March 2025.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of India.

Auditors Report:

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

. ii) Secretarial Auditor/Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Board appointed Mr. Shiv Hari Jalan, Practicing Company Secretary (FCS No. 5703 C.P. No. 4226) to undertake the Secretarial Audit of the Company for the financial year 2024-25 ("FY25"). The Secretarial Audit Report for the FY25 is annexed as "Annexure A" and forms an integral part of this Report.

Observation of Secretarial Auditor

The Company has settled all outstanding dues with CSE on 17/02/2025 by paying listing fees for multiple financial years in a consolidated manner as a revocation fee amounting to 5,76,696/-. As a result, the suspension of trading in the Companys securities on CSE has been revoked, and the listing status has been regularized

Reply on observation

The Company has duly settled all outstanding dues with the Calcutta Stock Exchange (CSE) by remitting a consolidated revocation fee of 5,76,696/- on 17/02/2025, covering listing fees for multiple financial years. Consequently, the suspension of trading in the Companys securities has been revoked, and the listing status stands regularized.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

27) Internal Control Systems and their Adequacy

Mr. Akshaya Poddar, Chartered Accountant is appointed as the Internal Auditors of the company for the Financial Year 2024-25.

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

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

28) Corporate Social Responsibility

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

29) Vigil Mechanism

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

30) Particulars of Employee

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

The information required under Section 197 of the Act read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in "Annexure B".

31) Management Discussion and Analysis Report

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

32) Business Responsibility and Sustainability Report

In pursuance to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization (calculated as on March 31 of previous financial year) shall provide Business Responsibility Report for the financial year 2024-25. The Company does not fall under the list of top thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable to the Company.

33) Corporate Governance

The regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on 31^st March, 2025. Hence, the Corporate Governance Report is not applicable to your company and is not included in this Report.

34) Code of Conduct for Prohibition of Insider Trading

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

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

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

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby discloses the following details for the financial year 2024 25:-

Particulars	Number
1 Number of Complaints filed during the financial year	Nil
2 Number of Complaints disposed of during the financial year
	Nil
3 Number of Complaints pending for more than ninety days
	Nil

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

As per Section 2(b) of the Maternity Benefit Act, 1961, the provisions of the Act apply to every shop or establishment in which ten or more persons are, or were, employed on any day during the preceding twelve months.

During the year under review, the Company has not employed ten or more employees at any point during the preceding twelve months. Accordingly, the provisions of the Maternity Benefit Act, 1961, are not applicable to the Company.

37) General Disclosures:

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

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

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

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

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

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

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

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

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

38) Secretarial Standards

During the year under review, the company has complied with the provisions of applicable Secretarial Standard issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.

39) Listing with stock exchanges

The Companys equity shares are listed on BSE Limited (BSE) under the script code 530469. The Company confirms that it has duly paid the Annual Listing Fees to BSE for the financial year 2024- 25.

The Companys equity shares are listed on the Calcutta Stock Exchange (CSE). The Company has duly settled all outstanding dues with CSE by making a consolidated payment of 5,76,696/- towards listing fees for multiple financial years as revocation fees.

Pursuant to the aforesaid payment, the suspension of trading in the Companys securities on the

Calcutta Stock Exchange has been revoked. Consequently, the listing status of the Companys equity shares on CSE stands regularized and is now in compliance with applicable listing requirements.

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

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

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

The aim/ object of Delisting from CSE is to save/ reduce the recurring expenditure on listing fees payable to CSE where there is no trading of the Equity Shares, minimizing financial and administrative burdens associated with multiple compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and streamlining compliance procedures and focusing on a single, active nationwide exchange to better serve investor interests. The Equity Shares of the Company will continue to remain listed on BSE Limited, ensuring nationwide accessibility and liquidity for investors. Hence, the Delisting from CSE will not adversely affect investors, as they will continue to have full access to trade and deal in the Companys Equity Shares on BSE.

42) Acknowledgement

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

	On behalf of the Board of Directors
	For GSL Securities Limited
	Sd/-	Sd/-
	Santkumar Bagrodia	Shailja Bagrodia
Place: Mumbai	Managing Director	Director
Date: 02.08.2025	DIN: 00246168	DIN: 00246710

#DREnd#

#SARStart#

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members of GSL Securities Limited 25/26, 1^st Floor, Tardeo AC Market Building, Tardeo Road, Mumbai 400 034.

I, Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Company Secretary in practice have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by GSL Securities Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. Based on my verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External	Commercial
Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act):-
(a) Securities and Exchange Board of India (Substantial Acquisition of	Shares and
Takeovers) Regulations, 2011;
(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
(c) Securities and Exchange Board of India (Issue of Capital and	Disclosure
Requirements) Regulations, 2018; (Not applicable to the company during the review
period)
(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021; (Not applicable to the company during the review period)
(e) Securities and Exchange Board of India (Listing Obligations and	Disclosure
Requirements) Regulations, 2015;

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

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

period)

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

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

applicable to the company during the period under review)

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

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

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

(Not applicable to the company during the review period)

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

Regulations, 2018;

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

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

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

(c) Income Tax Act, 1961;

(d) The Sexual Harassment of women at workplace (prevention, prohibition and Redressal) Act,

2013 and rules made thereunder;

(e) Maternity Benefits Act, 1961 and rules made thereunder;

(f) Professional Tax Act, 1975;

(g) Equal Remuneration Act, 1976;

(h) Negotiable Instruments Act, 1881;

(i) The Bombay Shops and Establishments Act, 1948;

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following observations:

The Company has settled all outstanding dues with CSE on 17/02/2025 by paying listing fees for multiple financial years in a consolidated manner as a revocation fee amounting to 5,76,696/-. As a result, the suspension of trading in the Companys securities on CSE has been revoked, and the listing status has been regularized.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the period under review there has been no changes in the composition of the Board of Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance in accordance with the provisions of Companies Act, 2013 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken unanimously.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company had no specific actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

Place: Mumbai	For Shiv Hari Jalan & Co.
Date: 02.08.2025	Company Secretaries
UDIN: F005703G000885417	FRN: S2016MH382700
	Sd/-
	Shiv Hari Jalan
	Proprietor
	FCS No: 5703
	C.P.NO: 4226
	PR No. 1576/2021

This report is to be read with my letter of even date which is annexed as Annexure ‘A and forms an integral part of this report.

	‘Annexure A
To,
The Members of
GSL Securities Limited
25/26, 1st Floor,
Tardeo AC Market Building,
Tardeo Road, Mumbai 400 034.
My Report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of Company nor of the efficacy of effectiveness with which the management has conducted the affairs of the company.

Place: Mumbai	For Shiv Hari Jalan & Co.
Date: 02.08.2025	Company Secretaries
UDIN: F005703G000885417	FRN: S2016MH382700
	Sd/-
	Shiv Hari Jalan
	Proprietor
	FCS No: 5703
	C.P.NO: 4226

#SAREnd#

#MDStart#

MANAGEMENT DISSCUSSION AND ANALYSIS:

The Companys main object is Non-banking Finance activities consisting mainly of investments. The market for this activity offers high potential for growth in view of the growth expected in the Indian economy over the next few years. There have been a number of causes behind growth of Indian economy in last couple of years. A number of market reforms have been instituted by Indian government and there has been significant amount of Foreign Direct Investment made in India. Much of this amount has been invested into several businesses including knowledge process outsourcing industries. Indias foreign exchange reserves have gone up in last few years. All of these could help propel the country into high growth.

BUSINESS SCENARIO

Despite the current positive market sentiment, the management, considering the overall economic scenario and with the objective of safeguarding shareholders interests, has decided to park available funds in mutual funds. This decision is aimed at preserving capital while maintaining liquidity and flexibility.

Opportunities and Threats:

Business opportunities for investing companies are substantial, with new areas and emerging segments being actively explored. These developments present significant potential for growth and diversification.

However, the major challenges faced by investing companies include regulatory changes and volatility in the stock market. These risks require careful monitoring and strategic responses to safeguard investments and ensure sustainable returns.

Risk and Concerns:

Your companys performance to a large extent depends upon scenario of the capital markets, finance scenario, industry performance and the general economic outlook of the country. The volatility in the global equity and commodity market, rate of interest and GDP would affect the profitability of the Company.

Financial Performance:

During the year under review, your Company has registered a total revenue of Rs. 1.68 Lakhs as against Rs. 83.60 Lakhs for the previous corresponding year. Whereas the Net loss of the Company was Rs. 16.46 lakhs as against Net profit of Rs. 46.58 lakhs for the previous year. Earnings per share for the year was Rs. (0.51).

Segment wise or product-wise performance:

The company is engaged in the business of Investment in Capital Market and there was no production activity carried out during the financial year.

Outlook:

The focus for the forthcoming financial year for the Company will be continued delivery in progressing mode and grabbing the opportunities and trying to overcome challenges.

The outlook on the Indian economy looks promising this year and GDP growth expected on the back of high liquidity flowing into the Indian markets. We expect good growth in the Indian Equities over the next 2-3 years.

Internal Control systems and their Adequacy

Internal Control and Audit is an important procedure and the Audit Committee of your Company reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

Your Company has put in place an adequate Internal Control System to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. The reports are reviewed by the Audit Committee of the Board. Wherever deemed necessary, internal control system are strengthened and corrective actions initiated.

Material development in Human Resources/ Industrial Relations front, including number of people employed:

The Company was able to retain the talents despite of the hefty attrition rates in its peer companies. The Company continued to maintain cordial relations with its employees.

Disclosure to the Board:

The Senior Management shall make the disclosure to the Board relating to all material financial and commercial transactions, and where they have personal interest, that may have potential conflict with the interest of the Company at large.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS ALONG WITH DETAILED EXPLANATIONS THEREFOR

Details of key financial ratios 2024-25

Particulars	2024-25	2023-24	Variation (%)
			Increase/(Decrease)
			over previous
			Financial Year
Debtors Turnover Ratio	Not applicable since the company is not having any trade receivables
Inventory Turnover Ratio	Not applicable since the company is not having any inventories
Interest Coverage Ratio	Not applicable since the company not paying any interest
Current Ratio	11.23	75.06	There is substantial
			change in this ratio by
			-85.03% due to
			reduction in Current
			Assets and significant
			reduction in current
			liabilities.
Debt Equity Ratio	Not applicable	since the	company not having any
	borrowings

 

Operating Profit Margin (%)	0.00	-51.74	There is substantial
			change in this ratio by
			100% due to reduction
			in revenue.
Net Profit Margin (%)	-979.76	55.72	There is substantial
			change in this ratio by
			-1858.36% due to loss
			incurred during the
			year as compared to
			profit in previous year.

DETAILS OF CHANGES IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

The Return on Net Worth for the year was -2.83% as compared to 8.21% in the immediate previous financial year. There is significant change in net worth of the company due to loss during the year as compared to profit in the ensuing previous year.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis may be "forward looking statements" and have been issued as required by applicable Securities Laws and Regulations. There are several factors which would be beyond the control of Management and as such, may affect the actual results which could be different from that envisaged.

	On behalf of the Board of Directors
	For GSL Securities Limited
	Sd/-	Sd/-
	Santkumar Bagrodia	Shailja Bagrodia
	Managing Director	Director
	DIN: 00246168	DIN: 00246710
Place: Mumbai
Date: 02.08.2025

#MDEnd#

#ARStart#

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF GSL SECURITIES LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of GSL SECURITIES Limited (hereinafter referred to as "the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, and the

Standalone Statement of Profit and Loss including Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (collectively referred to as ‘Standalone Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements give the information required by the Companies Act, 2013 (hereinafter referred to as "the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2025, and its loss, total comprehensive profit, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the Standalone Financial

Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, Cash Flows and Changes in Equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Standalone Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the Standalone Financial Statements including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central

Government of India in terms of Sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the Company has not paid and provided remuneration to its directors during the year.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B.

h) With respect to the other matters to be included in the Auditors Report in accordance with the Rule

11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

i) The Company does not have any pending litigations which would impact its financial position other than those mentioned in notes to accounts.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investors Education and Protection Fund by the Company.

iv)(a) As per the information and explanation given to us by the management, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries;

a. As per the information and explanation given to us by the management, no funds have been received by the company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

b. On the basis of above representations, nothing has come to our notice that has caused us to believe that the above representations contained any material mis-statement. v) The Company has not declared or paid any dividend during the year.

vi) Based on our examination, which included test checks, and other generally accepted audit procedures performed by us, we report that the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for recordretention.

	For and on behalf of
	V R S K & CO. LLP
	(Formerly known as V R S K & CO.)
	Chartered Accountants
	Firm Regn No. 111426W/W100988
	Sd/-
	SURESH G. KOTHARI
Place : Mumbai	Partner
Dated : 27/05/2025	Membership No. 047625 UDIN:
	25047625BMIBRN4110

GSL SECURITIES LIMITED

ANNEXURE-A TO INDEPENDENT AUDITORS REPORT

The Annexure referred to in paragraph 1 under the ‘Report on Other Legal and Regulatory Requirements our report to the members of GSL SECURITIES LIMITED, (‘the Company) for the year ended on March

31, 2025. We report that :- i. In respect of its Property, Plant & Equipment:

(a) (A) The Company is maintaining proper records showing full particulars including quantitative details and situation of Property, Plant & Equipment; (B) The Company does not have intangible asset. (b) The Company has a regular program of physical verification of Property, Plant and Equipment which is, in our opinion, reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification;

(c) The Company does not have any immovable property, hence reporting under clause 3(i)(c) of the order is not applicable (d) As per the information and explanation given to us by the management, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and hence provisions of Clause 3(i)(d) of the Order are not applicable to the Company;

(e) As per the information and explanation given to us by the management, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder and hence provisions of Clause 3(i)(e) of the Order are not applicable to the Company.

ii. In respect of its inventories:

(a) As per the information and explanation given to us by the management, the Company does not hold any inventories and hence provisions of Clause 3(ii)(a) of the Order are not applicable to the Company; (b) As per the information and explanation given to us by the management, the Company has not availed any working capital facility from any banks or financial institutions on the basis of security of current assets and hence provisions of Clause 3(ii)(b) of the Order are not applicable to the Company.

iii. According to the information and explanations given to us, the Company is engaged in the business of granting of loans and accordingly the provisions of Clause 3 (iii)(a) to (e) of the Order are not applicable to the Company;

Further, the Company has not granted any loans or advances to any related party as defined in clause 76 of Section 2 of the Companies Act, 2013 and accordingly the provisions of Clause 3 (iii)(f) of the Order are not applicable to the Company

iv. According to the information and explanations given to us, there are no loans, investments, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Act are applicable and hence not commented upon. Clause 3(iv) of the Order is, therefore, not applicable to the Company for the year under audit.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits or amounts which are deemed to be deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed thereunder to the extent notified.

vi. According to the information and explanations given to us, the Company does not require maintaining cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Act. vii. (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, GST, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues applicable to it;

Further, according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, GST, sales tax, wealth tax, duty of customs, duty of excise, value added tax or cess and other statutory dues were outstanding, as at March 31, 2025, for a period of more than six months from the date they became payable;

(b) According to the information and explanations given to us, there are no dues of income tax, GST, sales tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute. viii. According to the information and explanations given to us, there are no transactions that are not recorded in the books of accounts and have been surrendered of disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and bank;

(b) According to the information and explanations given to us, the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority; (c) According to the information and explanations given to us, the Company has not availed any term loan facility and hence provisions of Clause 3(ix)(c) of the aforesaid Order are not applicable to the Company;

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the company; (e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures; (f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures;

x. (a) Based on our audit procedures and according to the information and explanations given to us by the management, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and hence provisions of Clause 3(x)(a) of the Order are not applicable to the Company;

(b) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence provisions of Clause 3(x)(b) of the Order are not applicable to the Company

xi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company noticed or reported during the year, nor have we been informed of any such case by the management. Clause 3(xi)(a) to (c) of the Order is, therefore, not applicable to the Company for the year under audit.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to the Company and hence provisions of Clause 3(xii) (a) to (c) of the Order are not applicable to the Company. xiii. The Company has not entered into the transaction with the related parties in compliance with the provisions of the Section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS)18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its business. We have considered, the internal audit reports issued to the Company during the year and covering the period up to March 31, 2025, in determining the nature, timing and extent of our audit procedures.

xv. The Company has not entered into any non-cash transactions with its directors or the persons connected with him and hence provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act,

1934 and accordingly the Company has obtained registration from the Reserve Bank of India.

xvii. According to the information and explanations given to us, the company has incurred cash loss of Rs.

16.47 Lacs during the year under audit and not incurred cash loss in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year, and hence provisions of

Clause 3(xviii) of the Order are not applicable to the Company. xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx. According to the information and explanations given to us, the Company need not spend any amount as required in the Section 135 of the said Act. Accordingly, provisions of Clause 3(xx) (a) and (b) of the Order are not applicable to the Company.

	For and on behalf of
	V R S K & CO. LLP
	(Formerly known as V R S K & CO.)
	Chartered Accountants
	Firm Regn No. 111426W/W100988
	Sd/-
	SURESH G. KOTHARI
Place : Mumbai	Partner
Dated : 27/05/2025	Membership No. 047625 UDIN:
	25047625BMIBRN4110

GSL SECURITIES LIMITED

ANNEXURE-B TO INDEPENDENT AUDITORS REPORT

The Annexure referred to in paragraph 2(f) under the ‘Report on Other Legal and Regulatory Requirements our report to the members of GSL SECURITIES LIMITED, (‘the Company) for the year ended on March

31, 2025.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Act

We have audited internal financial controls over financial reporting of GSL SECURITIES LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year then ended on that date.

Managements Responsibility for the Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities includes design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of business, including adherence to Companys policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and Guidance note require that we comply with ethical requirements and plan and perform audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone

Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide a reasonable assurance regarding the reliability of financial reporting and preparation of Standalone Financial Statements for external purpose in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For V R S K & CO. LLP
	(Formerly known as V R S K & CO.)
	Chartered Accountants
	Firm Regn No. 111426W/W100988
	Sd/-
	SURESH G. KOTHARI
Place : Mumbai	Partner
Dated : 27/05/2025	Membership No. 047625 UDIN:
	25047625BMIBRN4110