To,

The Members,

Your Director have pleasure in presenting their 42nd Annual Report on the business and operation of the company and the accounts for the financial year Ended 31st March 2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand-alone financial statements of the company.

2. Reserve & Surplus :

Out of the total profit of Rs 71,65,193/- for the fiscal year, NIL amounts are proposed to be transferred to the General Reserve.

3. Operations & State of Affairs of the Company :

During the year, the Company had not ventured into any new business and had not carried out any business activities. New business avenues are still under consideration.

4. Change in the nature of business, if any :

There is no change in the nature of business.

5. Share Capital : \

During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares and any Employee stock Option. The Authorized Share Capital of the Company is Rs. 6,00,00,000.00 (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

Your Company has not declared any interim dividend during the financial year under review and considering the financial position of the Company and future orientation, the Board did not recommend any final dividend for the financial year ended March 31, 2025.

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

The constitution of board and key managerial personnel during the year is as follows:

9. Committees and its Composition

Your Company in accordance to Section 177, 178 and other applicable provisions of the Companies Act, 2013 have constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in accordance to scale based regulation master direction issued and amended by RBI from time to time for base layer NBFC.

The Composition of such committees are as follows:

Nomination and Remuneration Committee :

Stakeholders Relationship Committee :

10 .Directors

A) Changes in Directors and Key Managerial Persons:

The Key Managerial Personnel of the Company within the meaning of clause (51) of Section 2 of the Companies Act, 2013 has not undergone any changes during the financial year under review.

B) Declaration by an Independent Director(s) and reelection, if any:

In accordance to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Director appointed by the members of the Company being Ms. Usha Patel, has given Declaration to the effect that she meets all the criteria of Independence as per sub-section (6) of Section 149 of the Companies Act, 2013 at the first meeting of the Board in which she participated as a Director, at the first meeting of the Board in every financial year and thereafter whenever there was any change in the circumstances which may affect her status of Independence.

C) Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

D) Policy on director's appointment and remuneration :

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at www.gsbgroup.co.in

E) Disclosure of remuneration of employees covered under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

None the employees of the Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore & Two lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakhs & Fifty Thousand or more per month.

11. Meetings :

Board Meetings

During the Financial Year 2024-24, the Company held 7 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Annual General Meeting : _ WV

The 42nd Annual General Meeting of the company shall be held on Saturday, 13th September, 2025 at 02:30 p.m. online

Extra Ordinary General Meeting :

As per Section 100 of Companies Act, 2013, Company had not held any Extra Ordinary General Meeting for the financial year 2024-24.

12. Deposit :

The Company has neither accepted nor renewed any deposits during the year under review.

13. Statutory Auditors :

The Company had decided to re- appoint M/S Suvarna & Katdare [Firm Registration No.: 125080W] as the Statutory Auditor of the company from the conclusion of the 41st Annual General Meeting till the financial year ended 31st March, 2029.

14. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

15 .Fraud Reported by Auditors other than those which are Reportable to the Central Government under Section 143(12) of the Companies Act, 2013:

There were no frauds reported by the Auditor under sub-section (12) of Section 143 of the Companies Act, 2013 during the period under review.

16. Secretarial Audit and Secretarial Audit Report :

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. JK and Associates., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-24. The Secretarial Audit Report is part of the Annual Report.

17. Disclosure as Maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013:

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and hence it is not required to maintain any cost records and accordingly such accounts and records are not maintained by the Company.

18. Cost Auditor:

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and hence it is not required to appoint cost auditor for the financial year 2024-25.

19. EXTRACT OF ANNUAL RETURN :

www.gsbgroup.co.in

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Company has not made any Loans and Investments and Guarantees in relation to section 186 of the Companies Act, 2013 during the fiscal year.

The company has not entered in to any related party transactions during the year as specified under section 188 of the companies Act 2013. Therefore no AOC-2 is attached.

The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under review.

Conservation of energy is of utmost significance to the Company. The operations of the Company are not energy intensive, however every effort is made to ensure optimum use of energy by using energy efficient computers, process and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

A) Conservation of Energy :Nil

B) Technology Absorption : Nil

C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil

26. Details of policy developed and implemented by the company on its corporate social responsibility initiatives :

The provisions of Corporate Social Responsibility is not applicable to the Company for the financial year under review.

27. Internal financial control:

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.

28. Establishment of vigil mechanism:

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Company's website at www.gsbgroup.co.in

29. Material changes and commitments, if any, 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:

During the period under review following material changes took place within the Company namely,

There has been a reclassification of promoter shareholder to public shareholder namely Ms. Radhika Maheshwai as per Regulation 31A of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2014.

Pursuant to Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 the shareholders of the Company have received an Open Offer through M/s. Swaraj Shares and Securities Private Limited ("Manager to the Open Offer”) on behalf of Mr. Vivek Kumar Singhal (Acquirer 1), Mr. Kshitij Agarwal (Acquirer 2), M/s Nivesh Mandi Private Limited (Acquirer 3) and M/s. Stock Mandi (Acquirer 4) (hereinafter collectively referred to as "Acquirers”).

The Open offer was triggered due to execution of Share Purchase Agreement dated Friday, November 29, 2024 between Acquirers and Mr. Ramakant Biyani (Selling Shareholder 1), Ms. Neelam Biyani (Selling Shareholder 2), and M/s. GSB Securities Private Limited (Selling Promoter Shareholder 3), wherein it was agreed between the Acquirers to purchase 33,14,820 shares representing 55.25% of the voting share capital of the Company.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

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

31. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that?

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The directors had 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 of the state of affairs of the comp

any 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 this 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; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Company has adopted best corporate governance practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of integrity in decision making.

The Management Discussion and Analysis report for the year under review has been annexed to the Directors' report.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors i.e. SS-1 and Meeting of Shareholders i.e. SS-2, issued by the Institute of Company Secretaries of India and approved by Central Government under sub-section (10) of Section 118 of the Companies Act, 2013.

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institution along with the reasons thereof is not applicable.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. Audit Trail:

As per the proviso to sub-rule (1) of rule 3 of the Companies (Accounts) Rules, 2014, the accounting software used by the Company for maintaining its books of accounts has a feature of recording audit trails for each and every transaction, creating an edit log of each change made in the books of accounts along with the data when such change were made and the audit trail cannot be disabled, and pursuant to sub-rule (g) of rule 11 of the Companies (Audit and Auditors) Rules, 2014, the Board hereby declares that audit trail (edit log) facility has been operated throughout the year for all transactions and the audit trail feature has been preserved and not tampered with by the Company as per the statutory requirements for record retention.

39. Appointment of Designated Person:

Pursuant to sub-rule (4) of rule 9 of the Companies (Management and Administration) Rule, 2014, every Company shall be responsible for furnishing and extending co-operation for providing information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company, in accordance to the same and sub-rule (5) of the aforementioned rule the Company may designate a person a person to fulfil the obligation under this rule.

However the Company is yet to formally designate someone through a duly convened Board meeting hence in accordance to sub-rule (6) of rule 9 of the Companies (Management and Administration) Rule, 2014, Ms. Renu Choudary the Company Secretary and Compliance Officer of the Company is deemed to be the designated person.

40. ISIN of the Company:

Your Company being a listed NBFC, had already procured ISIN for its equity shares namely: INE777C01011.

41. RBI Guidelines:

Your Company being registered with Reserve Bank of India ("RBI”) as Base Layer Non-Deposit Accepting Non-Banking Financial Company has complied with and continues to comply with all the applicable laws, rules, circulars and regulations including Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Direction, 2023 ("RBI Master Direction”), as amended from time to time.

42. Acknowledgements:

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.