Golden Legand Leasing & Finance Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Particulars		Standalone
	F.Y. 2023-24	F.Y. 2024-25
Revenue from operations	6,46,387	9,34,37,981
Other income	—	—
Total Income	6,46,387	9,34,37,981
EBITDA	(1,29,63,689)	32,41,106
EBITDA Margin (%)	(2005.56%)	3.47%
Finance Cost	4,17,571	46,17,205
Earnings before Depreciation, Exceptional Item and Tax	(1,33,81,261)	(13,76,099)
Profit/(Loss) before Tax	(1,33,81,261)	(13,76,099)
Depreciation/Amortization	39,23,330	2,48,12,564
Exceptional Items*	—	—
Profit /(Loss) Before Tax from continuing operations	(1,73,04,591)	(2,61,88,663)

Tax expenses	25,21,776	41,92,876
Net Profit /(Loss) for the year from continuing operations	(1,47,82,815)	(2,19,95,787)
Net Profit/(loss) from
discontinued operations
Profit /(Loss) for the period	(1,47,82,815)	(2,19,95,787)
Earnings per share
Basic	(0.99)	(1.48)
Diluted	(0.99)	(1.48)

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:

Sr.No.	Date of Meeting	Sr.No.	Date of Meeting
1.	May 30, 2024	6.	December 20, 2024
2.	August 14, 2024	7.	January 17, 2025
3.	November 08, 2024	8.	February 14, 2025
4.	November 18, 2024	9.	March 28, 2025
5.	December 05, 2024

During the year under review, the following Committees met on the indicated below:

rmr“ ~ . . . .. _ . .
Sr. No.	Audit Committee	Nomination & Remuneration Committee	Stakeholder Relationship Committee
1.	May 30, 2024	May 30, 2024	May 30, 2024
2.	August 14, 2024	August 14, 2024	August 14, 2024
3.	November 08, 2024	November 08, 2024
4.	December 05, 2024	December 05, 2024
5.	December 20, 2024	February 14, 2025
6.	January 17, 2025	March 28, 2025
7.	February 14, 2025
8.	March 28, 2025

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.

Sr. No.	Qualifications made by Statutory Auditor	Explanations by the Board
a)	There was no system of obtaining periodical	The Management is actively implementing
	confirmation of balances relatin to trade	corrective measures including:
	receivables, trade payables, loans and	¦	Introducing a structured process for
	advances, borrowings and current liabilities. The effect of the same on the result for the	¦	obtaining periodic balance confirmation. Strengthening internal controls and record
	period is not ascertainable.	¦	management systems. Conducting a thorough review of all
			balances to identify and resolve discrepancies.
b)	The Company has not done any	The Company is taking steps to ensure full
	retrospective adjustment of prior period errors and omissions by restating the comparative amounts for prior period presented or, where the errors relate to the period (s) before the earliest prior period presented,	compliance with the retrospective adjustment requirements of Ind AS-8, Including: ¦ Conducting a detailed review of prior period errors and omissions to quantify their impact. ¦ Engaging external consultants or expert, if required to assist in restating the
			comparative financial information and

restating the opening balance of assets,	adjusting opening balances as per the
liabilities and equity for that period. This is in	standard.
contravention to Indian accounting standard	¦ Strengthening internal controls to prevent
(Ind AS) 8 (Accounting Policies, Changes in	recurrence of similar errors in the future.
Accounting Estimates and Errors).	¦ The management remains committed to adhering to the principles of transparency and reliability in the financial reporting. Any adjustment to prior periods identified during the review will be disclosed appropriately in future financial statements.

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:

Sr. No.
	Qualifications made by Secretarial Auditor	Explanations by the Board
a)	The Company was in suspension mode until January 24, 2025 and accordingly could not complied with SEBI (Prohibition of Insider Trading) Regulations 2015 with respect to periodic compliances and some event based compliances Viz. Maintenance and filing of report with respect to structural digital database as required to be maintained as per regulation 5 of SEBI (Prohibition of Insider Trading Regulations) 2015.	The Company was under suspension from trading on the stock exchange until January 24, 2025, due to which certain periodic and event-based compliances under the SEBI (Prohibition of Insider Trading) Regulations, 2015 could not be undertaken during the said period. Upon revocation of the suspension, the Company duly complied with all applicable provisions under the said Regulations, including the maintenance of a Structured Digital Database as mandated under Regulation 5.

The database, containing details of persons with whom unpublished price sensitive information is shared, is maintained in the prescribed format, with timely filing of required reports, and is periodically reviewed to ensure accuracy, completeness, and adherence to the regulatory framework.

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

complaints received under the above
mechanism nor was any employee denied
access to the Audit Committee. The Audit
Committee reviews the functioning of the
Vigil Mechanism/Whistle Blower Policy
once a year.

The Whistle Blower Policy is uploaded on
the website of the Company and can be
accessed at

https://www.gllfl.com/code-of-conduct-pol
icies

15. Compliance with The Sexual
Harassment of Women at
Workplace (Prevention,

Prohibition and Redressal)
Act, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted
a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment at
workplace in line with the provisions of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 and Rules framed thereunder. Internal
Complaints Committee ("ICC") is in place for
all works and offices of the Company to
redress complaints received regarding
sexual harassment.

The following is the status of complaints
received and disposed of during the
financial year ended March 31,2025:

Particulars	Number
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than 90 days	Nil

The Company remains committed to
providing a safe and respectful workplace
for all employees.

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.

Particulars	Opening Balance	During the Year	Closing
			Balance
Aesthetic Decor	2.20	2.20	Nil
Aggarwal Impex	5.00	5.00	Nil
Bahar Traders	69.55	Nil	69.55
Dhairya Shah	Nil	28.50	28.50
Global Payment	2.95	2.95	Nil
Manoj B Punamiya	102.50	Nil	102.50
Niraj Variava	0.36	0.85	1.21
Rakesh Sharma	3.62	3.62	Nil
Sanskrut Jewel Resi	6.24	Nil	6.24
Sunil Kumar Singh	5.46	5.46	Nil
Synergy Cosmetics (Exim) Ltd.	1,124.93	Nil	1,124.93
Total	1,326.31	52.09	1,332.93

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
[email protected] .

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

---

Mar 31, 2024

Your directors here by present the 40^th Annual Report on business and operations of the Company together
with the Audited statements of Accounts for the financial year ended on 31st March 2024.

FINANCIAL SUMMARY

Summary of the Company''s financial performance for F.Y. 2023-24 as compared to the previous financial year
is given below: Amount in Lakhs

Particulars	31.03.2024	31.03.2023
Total Income	6.46	30.84
Total Expenses	179.50	42.75
Profit/(Loss) before Tax	(147.82)	(11.91)
Tax Expense	-	-
Profit for the period	(147.82)	(11.91))
Earnings per share (Basic)	(0.99)	(0.08)

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF THE COMPANY''S AFFAIR:

The Company is primarily engaged in business of payment gateway services. The service charge on payment
gateway transactions is the key income generator, likely linked to transaction volumes processed through the
platform the above-mentioned business was performed during the year under review.

DIVIDEND:

Considering the financial year position and profits, your Directors have not recommended any dividend for the
financial year under review.

TRANSFER TO RESERVES:

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

SHARE CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs. 14,87,00,000/-divided into 1,48,70,000 equity
shares of RslO/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year the Company has provided loans, advances in the nature of loans, provided guarantee and
security to companies, firms, Limited Liability Partnerships or any other parties are as follows:

Particulars	Opening Balance (in Lakhs)	During the Year	Closing Balance
Aesthetic Decor	NIL	2.2	2.2
Aggarwal Impex	NIL	5	5
Bahar Traders	69.55	NIL	69.55
Global Payment	NIL	2.9	2.9
Manoj B Punamiya	102.5	NIL	102.5
Neha Kagreti	NIL	3.5	3.5
Niraj Variava	NIL	0.36	0.36
Rakesh Sharma	6.62	3.0	3.62
Sanskrut Jewel Resi	14.95	8.7	6.23

Sunil Kumar Singh	4.06	1.4	5.46
Synergy Cosmetics (Exim) Ltd.	1151.93	27	1124.93
TOTAL	1349.61	54.06	1326.25

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of the business. There are no materially significant related party transactions made
by the company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between
the end of financial year to which the financial statements relate and the date of the Directors'' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY''S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts
or tribunals during the year, which may impact the going concern status or company''s operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board of the Company comprises (5) Directors viz., two (2) executive directors,
three (3) nonexecutive independent directors including (2) women directors.

APPOINTMENT OF EXECUTIVE DIRECTOR:

MR. Jaspal Singh sidhu (DIN: 01794747) was appointed on 05.12.2024 as an Additional Director of the Company
and are hereby appointed as an Executive Director of the Company to hold office for five consecutive years for
a term up to 04.12.2029

RETIREMENT BY ROTATION:

In accordance with the applicable provisions of Section 152 of the Act, Mr. LALIT SINGH (DIN: 07282811) an
executive director of the Company, being longest in office since their last appointment, retires by rotation at
the forthcoming AGM of the Company. Being eligible, Mr. Singh offered themselves for re-appointment as a
director. A resolution seeking their re-appointment along with the brief particulars as required under the
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations forms part of the Notice convening the 40th AGM of the Company.
None of the Directors is disqualified from being appointed as ''Director'', pursuant to Section 164 of the Act or
under any other applicable laws.

DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors of the Company, pursuant to the provisions of Section 149 of the Act and SEBI 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 SEBI 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 SEBI 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 2023-24, the independent directors had no pecuniary relationships or
transactions with the Company, except as disclosed in the Corporate Governance Report which forms part of/
this 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 SEBI Listing Regulations. On an annual
basis, all the Board Members and senior management personnel have affirmed compliance with the Code of
Conduct.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Six (6) meetings of the Board were held. The maximum interval between any
two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. Detailed
update on the Board, its composition, governance of committees, number of meetings held during the financial
year 2023-24 and attendance of the Directors thereat, is provided in the Corporate Governance Report, which
forms part of this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out
an evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors
were also carried out and the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy decisions for the
benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required
pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the
Company for the Financial year is not given.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

We have well-documented policies and procedures, which cover all financial and operational functions,
thereby ensuring an adequate system of internal controls in place. These aid in providing a reasonable
assurance regarding maintenance of proper accounting controls to ensure that financial reporting is reliable,
operations are monitored, assets are protected from unauthorized use or losses and regulations are well
complied with. As always, our processes and controls are in alignment with the best global practices.

AUDITORS AND AUDITORS'' REPORT:

M/s. Sunil Vankawala & Associates (Finn Registration No.: II06I6W), were appointed as the Statutory
Auditors to fill the casual vacancy in the office of Company’s Statutory Auditor caused due to resignation of the
existing Statutory Auditors, M/s. Goenka Mehta & Associates, Chartered Accountants (Firm Registration No.
I29445W) and they shall hold the till the conclusion of this Annual General Meeting to be held in the year 2024;

The observations made by the Auditors’ in their Auditors’ Report and the Notes on Accounts referred to in the
Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' 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. H. Maheshwari &\

Associates Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial
Audit report in the prescribed Form is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No.	Qualifications made by Secretarial Auditor	Explanations by the Board
a)	Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company.	The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.
b)	Updating of website with regard to various policies is pending	The company will take necessary steps to update website with regard to various policies which are pending.
c)	The company has not complied with certain regulation of SEBI (LODR) Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results.	The company will take necessary steps to comply with the same.
d)	The company has not maintained the attendance register for Board and committee meeting	The company will take necessary steps to maintain the attendance register for board and committee meetings.
e)	Statutory Registrar as per companies Act 2013 is yet to be updated.	The company will take necessary steps to update Statutory Register as per companies Act 2013.
f)	Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.	The company will ensure to file all relevant documents in time with ROC and other authorities as when required.

INTERNAL AUDITOR:

Pursuant to Section 149, M/s N H VARIAVA & Co. Chartered Accountants (Registration N0.153265W)
represented by Mr. Niraj Variava (Membership No. 146176) as an Internal Auditor of the Company for the
Financial Year 2023-24.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on
31st March 2024 is available on the website of the Company at www.ellfl.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes
discussion on matters as required forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Corporate Governance. Report on Corporate
Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the
provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the manufacturing activities. /

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. \

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 have been followed
along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as 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 or loss of the Company
for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

e) Directors have prepared the accounts on a "going concern basis".

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has
adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has not received any sexual harassment related complaints during the year 2023-24.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company encourages an open and transparent system of working and dealing amongst its stakeholders
and accordingly, has framed a robust vigil mechanism in the form of Whistle Blower policy. This policy enables
its directors and employees of the Company or any other person who avails the mechanism framed under this
policy to report concerns about unethical or improper practices or alleged wrongful conduct, actual or
suspected fraud etc., without any fear of discrimination or victimization of any kind. This policy protects such
directors and employees from unfair or prejudicial treatment by anyone within the Company. It also provides
direct access to the chairman of the Audit committee. Details of vigil mechanism/whistle blower policy are
included in the Corporate Governance Report, forming part of this Report. The policy is available on the website
of the Company at www.gllfl.com

In order to enhance the knowledge amongst the employees about the Whistle Blower policy, an awareness
programme was undertaken by the Company and an annual affirmation in this regard was obtained from the
employees.

During the financial year 2023-24, no complaints under this mechanism have been reported.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board''s Report the ratio of
the remuneration of each director to the permanent employee''s remuneration. However, since there is no
permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal
Level. Hence, no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

OTHER DISCLOSURES:

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued any sweat equity shares during the year.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance
of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT:

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
For, GOLDEN LEGAND LEASING AND FINANCE LIMITED

PLACE: MUMBAI
DATE: 05.12.2024

DIVYA SINGH KUSHWAHA
Managing Director & Chairman
DIN:07286908

---

Mar 31, 2014

Dear Members,

The Directors here by present the 30th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 158695/-.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

The Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

CHANGE IN BOARD OF DIRECTORS:

MR. ULLASHKUMAR PARIKH, Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR. ANAND TRIVEDI and MR. AMISHKUMAR DANTARA who was appointed directors of the Company whose period of office will be liable to retire by rotation and be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019.

CHANGES IN CAPITAL STRUCTURE:

* Issued and Paid-uo Share Capital

The Company in its Board Meeting held on 06.01.2014 converted and allotted 9870000 convertibles fully paid warrant in to equal number of equity shares of Rs.10/- each per share on preferential basis to other then promoters. Accordingly, after said allotment, the issued and paid-up share Capital of the Company stood at Rs.14,87,00,000 comprising of 1,48,70,000 equity share of Rs.10/-(Rupees Ten Only) each.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

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 For, GOLDEN LEGAND LEASING AND FINANCE LIMITED

PLACE: MUMBAI DATE: 26.08.2014 (ULLASHKUMAR PARIKH) CHAIRMAN

---

Mar 31, 2013

The Directors here by present the 29th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 358216.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

CHANGE IN BOARD OF DIRECTORS:

MR ANAND RAMANLAL TRIVEDI, Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR. AMISHKUMAR DANTARA who was appointed as an additional directors of the Company by the Board of Directors with effect from 10.05.2013 be and are hereby appointed as a Director of the Company whose period of office will be liable to retire by rotation.

MR. HITESHBHAI PATEL was resigned as a Director of the Company with effect from 10.05.2013.

CHANGES IN CAPITAL STRUCTURE:

Authorized Share Capital

During the year under review, Company in Extra Ordinary General Meeting (EOGM) held on 5th January, 2013 has increased the Authorized Share Capital of the Company from Rs. 5 Crore to Rs. 15 Crore. Thus, at present the Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided in to 1,50,00,000 (One Crore Fifty Lakhs) shares of Rs. 10/-(Rupees Ten) each.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

During the year under review, Company in Extra Ordinary General Meeting (EOGM) held on 5th January, 2013 to issue, offer and allot 10000000 (One Crore) Warrants on preferential basis convertible into 10000000 (One Crore) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each for an aggregate amount upto Rs. 10,00,00,000/- (Rupees Ten Crore only) at a price of Rs. 10/- (Rupees Ten Only) each per Warrant to Non promoters as may be permitted under the applicable Rules and Regulations, in one or more tranches, and upon such terms and conditions as may be deemed appropriate by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self? explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

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

For, GOLDEN LEGAND LEASING AND FINANCE LIMITED

PLACE: MUMBAI

DATE: 30.08.2013 Sd/-

(ULLASHKUMAR PARIKH)

CHAIRMAN

---

Mar 31, 2012

Dear Shareholders,

The Directors here by present the 28th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 158009.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

CHANGE IN BOARD OF DIRECTORS:

MR ULLASHKUMAR JAYANTILAl PARIKH, Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR. ANAND TRIVEDI and MR. HITESHBHAI PATEL who were appointed as an additional directors of the Company by the Board of Directors with effect from 01.08.2011 be and are hereby appointed as a Director of the Company whose period of office will be liable to retire by rotation.

MR. GOPAL RAMKISHORE SHARMA and MR. KRISHNA NARYAN BHAGWAT PRASAD TIWARI were resigned as a Director of the Company with effect from 01.08.2011.

CHANGES IN CAPITAL STRUCTURE:

- Authorized Share Capital

During the year under review, Company in Extra Ordinary General Meeting held on 5th July, 2012 has increased the Authorized Share Capital of the Company from Rs. 3 Crore to Rs. 5 Crore. Thus, at present the Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) equity share of Rs.l0/-(Rupees Ten Only) each.

- Issued and Paid-up Share Capital

During the year under review, the Company has issued Bonus shares in the Proportion of 1 Bonus shares for every 1 Equity Share held by the Company on 18.07.2012 (Record Date) and increased the Paid-up Capital of the Company by issuing 25,00,000 new Equity shares. After said allotments, the issued and paid-up share Capital of the Company stood at Rs.5,00,00,000/- (Rupees Five Crore Only), comprising of 50,00,000 (Fifty Lacs) equity share of Rs,10/-(Rupees Ten Only) each.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Ciause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(l)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as 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 or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

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

For, GOLDEN LEGAND LEASING AND FINANCE LIMITED

PLACE: MUMBAI

DATE: 03.08.2012 (ULLASHKUMAR PARIKH)

CHAIRMAN

---

Mar 31, 2010

The directors have pleasure in presenting the Annual Report together with the Audited Annual Accounts for the year ended on 31st March 2010.

(Rs In Lacs)

Financial Results 2009-2010 2008-2009

Total Income 0.00 1.00

Profit/ (Loss) Before Depreciation & Tax (0.65) 0.03

Less : Depreciation 0.00 0.00

Net Profit/(Loss) Before Tax (0.65) 0.03

Less :Provision For Taxation 0.00 0.01

Net Profit/(Loss) After Tax (0.65) 0.02

(1) Operations

Your directors inform that the company has incurred Loss of Rs 64,757 during the year. The company is confident to achieve higher sales in the coming years. Your Directors do not recommend dividend for the year to strengthen the position of the company.

(2) Directors

In accordance with the Companies Act, 1956 and Article of Association of the Company, Mr. Gopal Sharma and Mr. Krishna Tiwari, directors of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

(3) Auditors

M/s. J & K Agrawal & Co. Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting and show their unwillingness to continue office. The Board of Director has recommended that M/s Arvind A.Thakkar & Co. Chartered Accountants, Ahmedabad to be appointed as Auditors of the Company and hold office from this Annual General Meeting to Next Annual General Meeting.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

(4) Fixed Deposits

The Company has not accepted any Public Deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

(5) Employees:

There were no employees coming within the ambit of section 217(2A) of the Companies Act, 1956.

(6) Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoings:

Since the company is not engaged in any manufacturing activities, furnishing of details of conservation of energy & technology absorption are not applicable.

Foreign Earning : Nil

Foreign Outgoing : Nil

(7) Directors Responsibility Statement:

As required under sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

(i) That in preparation of the Annual accounts, the applicable accounting standards had been followed.

(ii) that 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 affairs of the Company at the end of the financial year and of the financial year and of the loss of the Company for the year.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) that the Directors had prepared the Annual Accounts on a going concern basis.

(8) Acknowledgements.

The Directors place on record their appreciation of continued support, Co-operation, assistance during the year by suppliers, customers, banks and staff members & look forward for their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS, GOLDEN LEGAND LEASING AND FINANCE LIMITED

Date : 04.09.2010 Place : Mumbai Sd/- Director