GSL Securities Ltd

AGM details and communications

• 32nd AGM on 7 September 2026 at 10:00 AM at the Registered Office, Tardeo, Mumbai.
• Integrated Annual Report 2025-26 and AGM notice accessible via provided web link.
• Letters sent to shareholders with unregistered email addresses per regulator guidance.
• Shareholders advised to register email with Depository Participant or RTA for future communications.
• Web link to Integrated AR is provided in the notice.

AGM Details

• Date and time: 07 September 2026 at 10:00 AM.
• Mode: Physical AGM at Registered Office with remote e-voting facility.
• Book closure: 01 Sep 2026 to 07 Sep 2026 (inclusive).
• Voting rights cutoff: members on Aug 31, 2026 eligible to vote.

Ordinary Business

• Adoption of Audited Financial Statements for year ended 31 Mar 2026.
• Reappointment of Mrs. Shailja Bagrodia by rotation.

Special Business

• Item 3: Reappointment of Santkumar Bagrodia as MD for one year (Oct 2026–Sep 2027).
• Remuneration up to Rs 9 Lakh per annum; terms flexible within Schedule V.
• Advance salary payments authorized per policy.

Director Changes

• Shailja Bagrodia to retire by rotation and seek reappointment.
• Santkumar Bagrodia reappointed as Managing Director for one year.

Voting/Outcome

• Resolutions deemed passed on AGM date subject to requisite votes.

Financial highlights

• Total income for 2025-26: Rs 5.59 lakh; 2024-25: Rs 1.68 lakh.
• Net loss after tax: Rs 31.38 lakh vs Rs 16.46 lakh prior year.
• EPS: Rs -0.73 for 2025-26; Rs -0.51 prior year.
• Profit before tax: Rs -31.37 lakh; deferred tax 0.01 lakh; earlier year tax -7.94.
• Other comprehensive income: Rs 28.86 lakh; total comprehensive income: Rs -2.52 lakh.
• Revenue from operations: Nil; other income contributes Rs 5.59 lakh.
• Total expenses: Rs 36.96 lakh; employee benefits Rs 16.92 lakh; other expenses Rs 20.04 lakh.
• Cash and cash equivalents at year-end: Rs 382.65 lakh.
• Return on net worth for 2025-26: -4.03% (negative).
• Contingent liabilities: NIL.

Capital structure & dividends

• Authorized share capital: Rs 5.25 crore; issued capital: Rs 4.2751 crore; paid-up: Rs 4.2751 crore.
• Preferrential allotment: 10,25,100 shares at Rs 31.50 premium; Rs 4,25,41,650 raised.
• Shares outstanding: 42,75,100; equity share capital: Rs 4.2751 crore.
• Listed on BSE from 16 Feb 2026; listed on Calcutta Stock Exchange from 24 Feb 2026.
• Delisting from Calcutta Stock Exchange approved 30 Jun 2026; effective 1 Jul 2026.
• Dividend: no dividend declared for 2025-26; policy not applicable for NBFC.
• Annual listing fee paid to BSE for 2026-27.
• Promoter holdings (as of Mar 31, 2026): Shailja Bagrodia 9.44% (4,03,700 shares); Sant Kumar Bagrodia 8.29% (3,54,400); Nalini Stock Brokers 7.50% (3,20,500).

Significant corporate actions

• 32nd AGM scheduled for 7 Sept 2026 at Mumbai; ordinary and special business as notice.
• Ordinary business: adopt audited financial statements; appoint director by rotation.
• Special business: re-appoint Santkumar Bagrodia as MD for one year (Oct 1, 2026–Sep 30, 2027).
• MD remuneration: Rs 9 lakh per annum; terms within Schedule V and NRC approval.
• Advance salary and ROC filings authorized by Board; terms subject to Board and NRC decisions.
• Explanatory statement accompanies AGM notice; resolutions subject to member approvals.

Governance & board

• Board as of Mar 31, 2026: Santkumar Bagrodia (MD, Chairman); Shailja Bagrodia (Director); Machhindranath Patil (Independent); Suvarna Shinde (Independent).
• Board meetings: 5 held; all Directors attended 5/5 meetings.
• Audit Committee: Chair Machhindranath Patil; members Shailja Bagrodia, Suvarna Shinde; 4 meetings.
• Nomination & Remuneration Committee: Chair Patil; members Shailja Bagrodia, Suvarna Shinde; 1 meeting.
• Stakeholders Relationship Committee: Chair Patil; members Shailja Bagrodia, Suvarna Shinde; 1 meeting.
• Independent Directors: 2; online proficiency registration completed; no disqualifications.

Audit & internal controls

• Statutory auditors: M/s V R S K & CO LLP; no qualifications; independence confirmed.
• Secretarial auditor: Shiv Hari Jalan; Annexure A; no qualifications.
• Internal auditor: Akshaya Poddar; no material weaknesses reported.
• NBFC RBI registration under RBI Act; reserve fund under 45-IC maintained.
• Auditor remuneration: Audit Fees Rs 0.59 lakh; Certification Rs 0.65 lakh; total Rs 1.24 lakh.

Related party transactions

• Remuneration to directors: MD Rs 9.00 lakh; CFO Rs 2.74 lakh; CS Rs 1.93 lakh (FY2025-26).
• Loans taken/repaid: MD Rs 4.20 lakh; Shailja Rs 1.50 lakh; equal repayments.
• End-year related-party balances: Nil.

Outlook & risks

• NBFC focus on investments; no manufacturing activity.
• Outlook: progress-focused growth; expects Indian equities to grow over 2-3 years.
• Risks: regulatory changes and stock market volatility; prudent risk management emphasized.
• Internal controls monitored by Audit Committee; governance aligned with company size.

Dematerialisation processing

• Requests for dematerialisation during quarter ended 30 Jun 2026 were processed and confirmed to depositories.

Listing confirmation

• Securities dematerialised have been listed on the exchanges where the earlier issued securities are listed.

Physical certificate handling

• Physical certificates for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within timelines.

Delisting from CSE

• CSE approved voluntary delisting of GSL Securities Limited, effective 1 July 2026.
• Equity shares will continue to be listed on BSE after delisting from CSE.
• CSE notice dated 30 June 2026 confirms delisting with effect from 01 July 2026.

Financial Performance 📊

• Total income for Q3 FY26 was INR 0.24 lakh, up from INR 0.00 lakh YoY.
• Total expenses for Q3 FY26 were INR 21.49 lakh, up from INR 2.92 lakh YoY.
• Net loss after tax for Q3 FY26 was INR 27.26 lakh, compared to INR 3.26 lakh loss YoY.
• Other comprehensive income for Q3 FY26 was INR 10.64 lakh, reducing total comprehensive loss to INR 16.62 lakh.
• EPS (basic and diluted) for Q3 FY26 was negative INR 1.64 per share.
• No current income tax provision; deferred tax recognized on depreciation timing difference.

Capital & Fundraising 📍

• Paid-up equity share capital increased to INR 427.51 lakh from INR 325.00 lakh due to preferential issue.
• Preferential issue raised INR 4.25 crore; entire amount unutilized as of Dec 31, 2025.
• Funds from preferential issue earmarked for working capital and general corporate purposes.

Audit & Approvals 🗓️

• Limited review by V R S K & Co. LLP found no material misstatements in financials.
• Board approved unaudited Q3 and nine months ended Dec 31, 2025 financials on Feb 6, 2026.