Equity Analysis

Dear Members,

The Board of your Company is delighted in presenting its 36^th Annual Report. The Report is being presented along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

Your Company is a Non-Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14 00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.

During the Financial Year (F.Y.) Total Revenue from operations of your Company increased by 66.93%, from Rs. 65,84,200.41 in F.Y. 2023 to Rs. 1,09,91,304.64 in FY 2024. The Company incurred Profit before tax (PBT) of Rs. 18,85,586.83 as against previous year's Loss Before Tax (PBT) of Rs. (21,12,929.82).

Your directors are putting in their best efforts for exploring more business opportunities so as to increase the growth and profitability of the Company in the years to come.

A detailed discussion on the business performance and future outlook has been given in ‘Management Discussion and Analysis' (MDA).

The Authorized Share Capital of the Company increased from existing Rs. 6,00,00,000/- (Rupees Six Crores) consisting of 60,00,000 (Sixty Lakh) equity shares of Rs.10/- (Rupees Ten Only) each to INR 12,00,00,000/- (Rupees Twelve Crores Only) consisting of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupee Ten) each by inserting 60,00,000 Equity Shares of INR 10 each vide resolution passed on May 17, 2024 through Extra-ordinary General Meeting.

Pursuant to approval of the members of the Company, at their Extra-ordinary General Meeting held on May 17 2024, clause V of the MOA was amended to reflect the increase in authorized share capital of the Company from Rs. 6,00,00,000/- (Rupees Six Crores) divided into 60,00,000 (Sixty Lacs Only) Equity Shares of Rs.10/- each to Rs. 12,00,00,000/-(Rupees Twelve Crores) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- and consequent amendment in the Capital Clause of the Memorandum of Association of the Company and Article of Association of the Company.

In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated Financial Statements read with IND AS - 28 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are not applicable to your Company hence no information is being provided.

During the year under review, there was no change in the nature of Business.

Your Company do not have any Subsidiaries, Joint Venture and Associates Companies. Accordingly, no information is provided in respect of changes therein.

The Company does not have any subsidiary including Material Subsidiary.

The Company has an optimum combination of executive, non-executive and independent directors, including a woman director. As on March 31, 2024, the Board is comprised of 7 (seven) directors, with 5 (five) non-executive independent directors, and 1 (One) Managing Director and 1 (one) Executive director.

Mrs. Saroj Gupta is the Chief Financial Officer of the Company. Mrs. Khushambi is the Company Secretary of the Company.

Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Ms. Divya Malini Gupta (DIN: 00006225), Director of the Company, being liable to retire by rotation, at the 36^th Annual General Meeting of the Company and being eligible, was re-appointed.

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015. During the Year under review, there was no change in board composition of the Company except the following: -

Mr. Anil Kumar Goel resigned from the post of Executive Director of the Company w.e.f. the close of the business hours of April 11, 2024 due to advance age and health issues. Mr. Ashok Das Kumar resigned from the post of Chief Financial Officer of the Company w.e.f. the close of the business hours of March 01, 2024 due to health complications of his mother. Mrs. Saroj Gupta has appointed as Chief Financial Officer of the Company w.e.f. March 09, 2024. The board approve the appointment of Mr. Rajan Gupta in the category of Executive Director in the Board of Director at their meeting held on April 18, 2024 which was regularize by the Shareholders of the Company at the 1^st Extra-ordinary General Meeting of the Company held on May 17, 2024. Hence, the appointment of Mr. Rajan Gupta as an executive director for the term of three years from April 18, 2024 to April 17, 2027. Mr. Yash Saraswat was appointed in the category of additional independent director in the meeting of Board held on March 09, 2024 and regularize by the Shareholders of the Company at the 1^st Extra-ordinary General Meeting of the Company held on May 17, 2024. Hence, the appointment of Mr. Yash Saraswat as an independent director for the term of five years from March 09, 2024 to March 08, 2029. Mr. Nitin Batri was appointed in the category of additional independent director in the meeting of Board held on March 19, 2024 and regularize by the Shareholders of the Company at the 1^st Extra-ordinary General Meeting of the Company held on May 17, 2024. Hence, the appointment of Mr. Nitin Batri as an independent director for the term of five years from March 19, 2024 to March 18, 2029.

The Board has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and in the opinion of the Board they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

During F.Y. 2023-2024, the Board meetings 13 (Thirteen) i. e. April 03, 2023; April 10, 2023; May 23, 2023; May 30, 2023; June 16, 2023; July 18, 2023; August 12, 2023; September 06, 2023; October 04, 2023; November 09, 2023; January 25, 2024; March 09, 2024 and March 19, 2024.

The necessary quorum was present for all the meetings.

The Company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during the FY 2023-24. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director appraised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board takes on record the actions taken by the Company on all its decisions periodically.

For details, please Refer Report on Corporate Governance of the Financial Year 2023-24.

The Nomination and Remuneration ("NR") Committee has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairman, each Director (including Executive, Non- Executive and Independent Directors), of the Board as a whole and its Committee.

As per laid down procedure, the Independent Directors held a separate meeting to review the performance of the Chairman of the Company after considering the views of Executive and Non- Executive Directors. The Independent Directors also reviewed performance of every Executive and Non-Executive Director of the Board. The performance evaluation of each Independent Director was done by the entire Board (except the Independent Directors being evaluated).

The performance of each committee has been evaluated by its members and found to be highly satisfactory. On the basis of this exercise, the NR Committee and the Board, after recognizing the important contribution being made by each Independent Director has decided that all Independent Directors should continue to be on the Board.

Your Company has set up a Nomination and Remuneration (‘NR') Committee pursuant to Section 178 of the Act which has formulated a Policy for Directors' Appointment and remuneration for Directors, KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and Independence of a Director including making Payments to Non- Executive Directors, if any.

Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof, Remuneration details of the Employees, KMPs and Directors along with the details of the Ratio of the Remuneration of each Director to the Median Employee's Remuneration Forms Part of the Report and are attached as Annexure I.

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is to the best to their knowledge and belief and according to the information and explanations obtained by them:

a. that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to Material Departures;

b. that Appropriate Accounting Policies have been Selected and applied consistently and Judgments and Estimates that are reasonable and Prudent have been made so as to give a true and fair view of the State of Affairs as at March 31, 2024 and of the Profit of your Company for the Financial Year ended March 31, 2024;

c. that Proper and Sufficient care has been taken for the Maintenance of adequate accounting Records in accordance with the Provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. that the Annual Accounts for the Financial Year ended March 31, 2024 have been prepared on a going concern basis;

e. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

At G.K. Consultants Limited, it is our firm belief that the essence of Corporate Governance lies in the phrase ‘Your Company'. It is ‘Your' Company because it belongs to you the shareholders. The Chairman and Directors are ‘Your' fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes ‘Your' long-term value.

The Company believes that the Code of Corporate Governance is an excellent tool to secure the Corporate Excellence in the country. Hence the Company is in full Compliance with the Norms and disclosures that have to be made on Corporate Governance as per the Requirements of Schedule V(C) of Listing Regulations.

The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed. The Code is available on the website of your Company www.gkconsultantsltd.com.

A Report on Corporate Governance along with 'Certificate on its compliance is annexed hereto as

A detailed chapter on ‘Management Discussion and Analysis' (MDA), pursuant to Regulation 34 and Schedule V(E) of Listing Regulations, is annexed hereto as Annexure III and forms part of this Annual Report.

During the year under review, the Company has not transferred any amount to General Reserves.

Your Company has created a general provision of Rs. 222.05 thousand at 0.40% of the outstanding standard assets as per notification no. RBI/2014-15/299 dated 10th November, 2014 issued by RBI for all NBFCs.

To conserve funds for undertaking future activities, your Board has decided to not to recommend any Dividend for the Financial Year under review.

During the year under review, as there was no amount due to transfer in IEPF, accordingly no amount has been transferred to IEPF.

During the year under review, the Company did not accept any deposit from public accordingly no information is required to be appended to this Report in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1977.

As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year i.e. 31 March, 2024, there have been no material changes between the closing of the financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual Report.

Details of Loans and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. However, during the FY 2023-24 your Company has not provided any guarantee pursuant to provisions of Section 186 of the Act.

During the financial year, all the related party transactions entered by the Company were normal business transactions in the ordinary course of business and on arm's length basis and there were no transactions requiring approval of the Shareholders. However, prior approval of the Audit Committee was sought for entering into the Related Party Transactions as required under Companies Act, 2013 read with rules made thereunder and Regulation 23 (2) of Listing Regulations. Further, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals given are also placed before the Audit Committee for its review on a quarterly basis.

During FY 2023-24, there were material related party transactions in terms of Regulation 23 of the SEBI Listing Regulations, 2015. Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure

IV and forms part of this Annual Report.

The Company has adopted a policy on materiality of related party transactions and dealing with Related Party Transactions and the same is disclosed on the website of the Company, viz., www.gkconsultantsltd.com, under the heading "Investor".

Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy enables the Employees, Directors and other stakeholders to raise their concern. There was no incident when the access to the Audit Committee was denied to any employees with respect to Vigil Mechanism.

The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of the Company, www.gkconsultantsltd.com, under the heading "Investor".

The Audit Committee of your Company comprises of the following Directors:

During the year under review, Ms. Preety Tosh resigned from the directorship on the close of the business hours of June 16, 2023 and Ms. Geeta Hans has been inducted as a Member of the Committee w. e. f. September 09, 2023.

The details of Audit Committee and its terms of reference etc. have been given in the Corporate Governance Report annexed to this Report.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.

M/s. Vinod Kumar Gupta & Associates, Chartered Accountants (Firm Registration No.002377C), was appointed as the Statutory Auditor of the Company, for term of 5 (Five) consecutive years, at the Annual General Meeting held on December 30, 2020. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. G Rishabh & Co., (CP No 26699) a sole Proprietor of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Board of Directors of your Company has appointed M/s Ayesha Gupta & Co., Chartered Accountants, as internal auditors of the Company pursuant to the provision of Section 138 of the Companies Act for the financial year 2023-2024.

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the Company.

The observations of Auditors in their Report, read with the relevant notes to accounts are self- explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i).

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure - IV. The Secretarial Audit Report for FY 2023-24 also does not bear any adverse comments or observations that require any explanation pursuant to Section 134(3)(f)(ii).

Your Company has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

To strengthen the internal control system in providing finance to parties, your Company has got itself registered with CIBIL.

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meeting of the Board of Directors" and "General Meeting", respectively, have been duly followed by the Company.

In compliance with the SEBI regulation on prevention of insider trading, your Company had instituted a Comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders. The said Code has laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on consequences of non-compliances.

Further your Company has put in place a Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information. Both the aforesaid Codes are in lines with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Your Company is not required to prepare any Business Responsibility Report (BRR), hence the same is not provided along with this Report.

The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock Exchange of India Ltd (BSE). The Company has paid the applicable listing fees to the Stock Exchange within the stipulated time for the financial year 2023-24.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to perform on a continual basis.

The details forming part of Annual Return pursuant to Sections 92 of the Companies Act, 2013 will be made available at the website of the Company at www.gkconsultantsltd.com, under the heading "Investor".

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

Although the equipment's used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment's purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

There is no capital investment on energy conservation equipment during the FY 2023-24.

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

The Company is a NBFC and not engaged in manufacturing activity and hence, Absorption of Technology is not applicable on your Company.

However, the Company strives to save the energy resources as a part of good corporate practice.

- Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company's operations in future.

- Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company.

- Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

- Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, Board of Directors or the Central Government.

- Revision of the previous year's financial statements

- Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 - One-time settlement with any bank or financial institution

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2023- 24.

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2024 forms part of this Annual Report.

Electronic copy of the Annual Report for FY 2023-24 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company's Registrar and Share Transfer Agent. As per the Circulars issued by Ministry of Corporate Affairs shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Beetal Financial & Computer Services Private Limited, Company's Registrar and Share Transfer Agent.

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Government authorities, Banks and Vendors.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders. Your Board is also thankful to the auditors of the Company for their advice and guidance.