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

1. Company Overview

GLLFL is registered with the Reserve Bank
of India as a Non-Banking Financial
Company - Investment and Credit
Company (NBFC - ICC) vide RBI
registration number N-13.01171 dated 12

February, 1999. Further, as per the Master
Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023, the
Company is categorised as a Base-layer
NBFC, considering it does not avail public
funds and does not have any customer
interface.

2. Financial Highlights

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

3. Brief Description of the
Company's Working During the
Year

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

In alignment with its strategic transition
toward a fintech-oriented NBFC

framework, the Company undertook
focused investments in technology

integration, platform scalability, and
regulatory compliance. The Company also
made meaningful progress on two major
upcoming digital platforms -Ashapurti
Loans and Bade Bhaisab—which are
expected to serve as significant catalysts
for growth in the secured/unsecured
lending and personal finance verticals.

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

4. Business Outlook

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

The core focus for the coming years
includes

_a) Expansion of Payment Gateway
' Operations

GLLFL aims to scale its flagship
platform, India Online Pay, by
onboarding more merchants,
Fintechs, and E-commerce partners.
With digital payments growing
steadily across India, the company

expects a significant increase in
transaction volumes and recurring
revenue from service charges.

b) Launch of Digital Lending Platforms

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

c) Technology & Compliance Investment

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

5. Dividend

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

6. Fixed Deposit

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

7. Transfer To Reserves

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

8. Share Capital, Debt Structure
and its Listing

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

^a) Authorised Capital

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

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

^b) Issue of equity shares with

differential rights

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

Debentures) Rules, 2014.

c) Issue of sweat equity shares

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

d) Issue of employee stock options

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

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

Your Company has not made any
provision of money for the purchase
of, or subscription for, shares in the
Company, to be held by or for the
benefit of the employees of the
Company and hence the disclosure as
required under Rule 16(4) of the

Companies (Share Capital and
Debentures) Rules, 2014, is not
required.

f) Listing with the stock exchanges

Your Company's equity shares are
listed on the Bombay Stock Exchange
Limited ("BSE”).

9. Subsidiaries, Joint Ventures or
Associate Companies

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

10. Meetings

a) Board Meeting

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

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

b) Committee Meetings

The Committee meet at regular
intervals inter-alia to discuss, review
and consider various matters which

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

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

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

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

During the Financial Year under
review, pursuant to the provisions of
Section 149, 150 152 and 161 read
with Schedule IV of the Companies

includes business performance,
strategies, policies and regulatory
updates and impact.

Act, 2013, the Companies
(Appointment and Remuneration of
Managerial Personnel) and based on
the recommendation of the Nomination
and Remuneration Committee ("NRC”),
Mr. Jaspal Singh Sidhu (DIN:01794747)
was appointed as an Additional
Executive Director of the Company, for
a term of 5 (five) consecutive years with
effect from December 05, 2024 to
December 04, 2029 (both days

inclusive), subject to approval of
Members of the Company.

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

b) Appointment of Ms. Neha Kargeti
(DIN: 10940282) as an Additional Non
- Executive Independent Director of
the Company

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

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

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

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

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

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

^e) Directors liable to retire by rotation

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

The Board recommends

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

^f) Change in KMP

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

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

The Company has in place a policy for
remuneration of Directors, KMPs and
Senior Management as well as a
well-defined criterion for the selection
of candidates for appointment to the
said positions, which has been

approved by the Board. The Policy
broadly lays down the guiding
principles, philosophy and the basis
for payment of remuneration to the
Executive and Non-Executive
Directors (by way of sitting fees and
commission), KMPs and Senior
Management. The criteria for the
selection of candidates for the above
positions cover various factors and
attributes, which are considered by
the NRC and the Board of Directors
while selecting candidates.

The policy on remuneration of
Directors, KMPs and Senior
Management is hosted on the website
of the Company at
https://gNfl.com:3001/uploads/1734
171581720-Nomination%20and%20R
emuneration_GLLFL.pdf

h) Declaration by Independent Director(s)

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

the Company have confirmed that
they have registered themselves with
the databank maintained by the
Indian Institute of Corporate Affairs.

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

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

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

i) Board Evaluation

Nomination and Remuneration
Committee has laid down the criteria
for evaluation of performance of the
Board, its committees and the
directors. In compliance with Sections
134, 178 and Para II, V and VIII of
Schedule IV of the Act and Regulation
17 of Para A of Part D of Schedule II of

the Listing Regulations, the Board of
Directors, as per the process
recommended by the Nomination and
Remuneration Committee, has
evaluated the effectiveness of the
Board, its committees and Directors.
The evaluation process invited
responses to a structured
questionnaire, which was largely in
line structured questionnaire, which
was largely in line with the SEBI
Guidance Note on Board Evaluation,
for each aspect of the evaluation. All
the results were satisfactory.

j) Mode of Evaluation

Board assessment is conducted
through a structured questionnaire.
All the Directors participated in the
evaluation process. Further, a
meeting of the Independent Directors
was conducted to review the
performance of the Board as a whole

The above criteria are broadly based
on the Guidance Note on Board
Evaluation issued by the Securities
and Exchange Board of India on 5th
January, 2017.

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

k) Familiarization Programme for
Independent Directors

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

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

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

i. Corporate Governance:

Roles and responsibilities of
the Board and its Committees.

ii. Risk Management:

Key risks and mitigation
strategies.

iii. Regulatory Compliance:

Legal obligations and
frameworks.

iv. Company Culture:

Organizational values and
employee engagement

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

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

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

12. Auditors and Auditors' Report

Statutory Auditors

In terms of provisions of Section 139 of
the Companies Act, 2013, the Members of
the Company at 40^th Annual General
Meeting ("AGM") of the Company held on
December 30, 2024 had appointed M/s
Sunil Vankawala & Associates, Chartered
Accountant (Firm Registration
No.110616W) as Statutory Auditors of the
Company for a period of two years to hold
office until the conclusion of 42^nd AGM of
the Company.

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

Statutory Audit Report

During the FY 2024-25 there was no fraud

occurred, noticed and/or reported by the
Statutory Auditors under Section 143(12)
of the Act read with the Companies (Audit
and Auditors) Rules, 2014 (as amended
from time to time).

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

comments from the Board under Section
134(3)(f)(i) of the Companies Act, 2013.

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

The following are the qualifications as
stated in the auditor's report along with
the Management explanations:

Secretarial Auditors

Pursuant to the provisions of section 204
of the Act and the Companies
(Appointment and Remuneration of

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

Further Board of directors of the company
based on the recommendation of Audit
Committee, has approved the

re-appointment of M/s H. Maheshwari &

Associates, Practicing Company

Secretary, as a Secretarial Auditor of the

Company at their meeting held on August
14, 2025, subject to the approval of the
Members of the Company at the ensuring
Annual General Meeting ("AGM”) of the
Company for a period of Five (5) years
commencing from Financial Year 2025-26
to Financial Year 2029-30.

Secretarial Audit Report

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

Cost Auditor & Cost Audit Report

Cost Audit is not applicable to your
Company.

Internal Auditors

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

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

Pursuant to Section 138(1) of the
Companies Act, 2013 and based on the
recommendation of Audit Committee, Board
of directors has approved the
re-appointment of M/s NH Variava & Co
(FRN: 153265W), as the Internal Auditor of
the Company at their meeting held on
March

28, 2025, for a period of Three (3) years
commencing from FY 2025-26 to FY
2027-28.

13. Internal Financial Controls

The Company has in place adequate
internal financial controls commensurate
with its size, scale and complexity of its
operations with reference to its financial
statements. These have been designed to
provide reasonable assurance about
recording and providing reliable financial

providing reliable financial information,
ensuring integrity in conducting business,
accuracy and completeness in
maintaining accounting records and
prevention and detection of frauds and
errors.

The Company has policies and
procedures in place for ensuring proper
and efficient conduct of its business, the
safeguarding of its assets, the prevention
and detection of frauds and errors, the
accuracy and completeness of the
accounting records and the timely
preparation of reliable financial
information. The internal control system is
supplemented by extensive internal
audits, regular reviews by the
management and standard policies and
guidelines which ensure reliability of
financial and all other records as required
under Companies Act 2013.

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

The Company believes that internal
control is a necessary prerequisite of
Governance and that freedom should be
exercised within a framework of checks
and balances. The Company has a

well-established internal control
framework, which is designed to
continuously assess the adequacy,
effectiveness and efficiency of financial
and operational controls. The financial
control framework includes internal
controls, delegation of authority
procedures, segregation of duties, system
access controls and document filing and
storage procedures.

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

14. Whistle Blower Policy / Vigil
Mechanism

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

During the year under review, there were no

16. Compliance with the maternity
Benefit Act, 1961

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

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

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

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

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

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

17. Policies

The Board of Directors of your Company,
from time to time have framed and revised
various Polices as per the applicable Acts,
Rules, Regulations and Standards for
better governance and administration of
the Company. The Policies are made
available on the website of the Company
at

https://www.gllfl.com/code-of-conduct-p

olicies

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

18. Dematerialization of Shares /
Depository System

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

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

19. Registered Office

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

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

20. Corporate Governance
Report and Certificate

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

21. Management Discussion and
Analysis Report

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

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

There have been no material changes and
commitments affecting the financial
position of the Company which have
occurred between the end of the Financial
Year of the Company to which the
financial statements relate and the date of
this report.

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

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

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

Your Company believes that listing on a
recognized stock exchange fosters

transparency, improves corporate
governance, and provides a strong
platform for future growth.

24. Compliance with Secretarial
Standards

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

25. Extract of The Annual Return

In accordance with Section 92(3) read
with Section 134(3)(a) of the Act and the
Companies (Management and
Administration) Rules, 2014, the Annual
Return of the Company as of March 31,
2025, in e-Form MGT-7, is available on the
Company's website at

https://www.gllfl.com/

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

26. Listing Fees

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

27. Website Of The Company

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

28. Particulars Of Loan, Guarantee
And Investment

During the year the Company has provided
loans, advances in

29. Particulars of Contracts and
Arrangements with Related
Parties

The Board of Directors have adopted the
Policy on Materiality of Related Party
Transactions and Dealings with Related
Party Transactions as per the applicable
provisions of the Act and the Listing
Regulations and the same is available on
the website of the Company at
https://www.gllfl.com/code-of-conduct-
policies
the nature of loans, provided guarantee
and security to companies, firms, Limited
Liability Partnerships or any other parties
are as follows:

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

30. Particulars of Employees

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

Further, statement containing details of
employees as required in terms of Section
197 (12) of the Act read with Rule 5(2) and
Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014, is available for
inspection at the Registered & Corporate
Office of the Company during working
hours. As per second proviso to Section
136(1) of the Act and second proviso of
Rule 5 of the aforesaid rules the Annual
Report has been sent to the Members
excluding the aforesaid exhibit. Any
Member interested in obtaining a copy of
the such information may write to the
Company Secretary at the Registered &
Corporate Office of the Company or at
cs@gllfl.com .

31. CEO & CFO Certificate

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

32. Other Disclosures

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

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

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

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

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

There were no proceeding
initiated/pending against your Company
under the Insolvency and Bankruptcy
Code, 2016.

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

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

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

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

34. Directors' Responsibility
Statement

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

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

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

c) the directors had taken proper and
sufficient care for the maintenance
of adeguate accounting records in
accordance with the provisions of
the Act for safeguarding the assets
of the Company and for preventing
and detecting fraud and other
irregularities;

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

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

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

35. Acknowledgements

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

For and on Behalf of the Board

Place: Mumbai
Date: 28-08-2025

Divya Singh Kushwaha
Managing Director & Chairman
DIN:07286908

GOLDEN

LEGAND