The Board of your Company is delighted in presenting its 37th Annual Report. The Report is beingpresented along with the Audited Financial Statements for the Financial Year ended March 31, 2025.
Particulars
For the year ended
March 31, 2025
March 31, 2024
Total Revenue from Operations
6155.49
10991.30
Total Expenses
5793.10
9105.72
Profit/(Loss) Before Tax
368.66
1885.59
Provisions for Taxes
-
Profit/(Loss) before Tax
Deferred tax
93.00
459.81
Earnings Per Share (Re.)
0.05
0.27
Your Company is a Non-Banking Financial Company registered with RBI vide Certificate ofRegistration No. B- 14.00143 dated 12.09.2001. The Company is regular in making compliances ofvarious rules and regulations made by RBI for NBFCs.
For the fiscal year ending March 31, 2025, the company achieved a revenue of ^6,155.49 thousands,compared to ^10,991.30 thousands in the previous year. Total expenses were reduced to?5,793.10thousands from ^9,105.72 thousands. As a result, Profit Before Tax (PBT) declined sharplyto ^368.66 thousands, down 80% from ?1,885.59thousands in FY 2023-24.
Earnings per share (EPS) correspondingly decreased to ?0.05 from ?0.27, underscoring the impact ofmargin compression.
Your directors are putting in their best efforts for exploring more business opportunities so as toincrease 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 ‘ManagementDiscussion and Analysis Report’ (MDAR).
During the year under review, the Authorized Share Capital of the Company increased from existingRs. 6,00,00,000/- (Rupees Six Crores) consisting of 60,00,000 (Sixty Lakh) equity shares of Rs.10/-(Rupees Ten Only) each to Rs. 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 EquityShares of Rs. 10 each vide resolution passed on May 17, 2024 through Extra-ordinary General Meeting.
PREFERENTIAL ALLOTMENT:
During the financial year 2024-25, the Company raised funds through the preferential allotment ofwarrants convertible into equity shares in accordance with the provisions of Section 62(1)(c) and otherapplicable provisions of the Companies Act, 2013, read with applicable rules and in compliance withthe SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
The Board of Directors, after obtaining the approval of shareholders in the Annual General Meetingheld on September 28, 2024, allotted 60, 00,000 convertible warrants on a preferential basis, eachcarrying a right to apply for and be allotted one equity share of face value ?10 each at a price of ^15.30per equity share (including a premium of ?5.30 per share), aggregating to ?9, 18, 00,000.
An amount equivalent to 25% of the issue price, was received upfront on the date of allotment ofwarrants in accordance with the applicable regulatory requirements. The balance 75% has been paid bythe warrant holders at the time of exercise of the option to convert the warrants into equity shares onFebruary 11, 2025.
The object of the preferential issue is to meet working capital.
The Company has complied with all applicable provisions of the Companies Act, 2013 and SEBIRegulations with respect to the aforesaid issue.
ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLE OFASSOCIATION (AOA)
Pursuant to the approval of the members at the Extra-ordinary General Meeting held on May 17, 2024,Clause V of the Memorandum of Association (‘Capital Clause’) was amended to increase the authorizedshare capital from ^6,00,00,000 (divided into 60,00,000 equity shares of ?10 each) to ^12,00,00,000(divided into 1,20,00,000 equity shares of ?10 each). Consequential amendments were made to both theMemorandum of Association and the Articles of Association.”
Further, at the Board Meeting held on May 30, 2025, the Board approved (subject to shareholderapproval at the forthcoming Annual General Meeting and requisite regulatory filings) the alteration ofthe Main Object Clause of the Memorandum. The proposed changes aim to authorize the Company toexpand into lending secured by movable and immovable assets—including gold, jewellery, vehicles,property, shares, debentures, and other financial instruments—and to conduct lending activities vialoans, advances, hire-purchase, leasing, and other modes with or without security, in accordance withapplicable regulations governing Non-Banking Financial Companies (NBFCs).
The proposed amendment is in line with the Company’s strategic objectives to diversify its lendingportfolio and extend its customer base. The alteration will be effected through a special resolution at theupcoming AGM and will be followed by filings with the Registrar of Companies and other relevantauthorities, in accordance with Sections 13 and 61 of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated FinancialStatements read with IND AS - 28 on Accounting for Investments in Associates, the auditedConsolidated Financial Statements are not applicable to your Company hence no information is beingprovided.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of Business.
PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
Your Company does not have any Subsidiaries, Joint Venture and Associates Companies. Accordingly,no information is provided in respect of changes therein.
MATERIAL SUBSIDIARIES
The Company does not have any subsidiary including Material Subsidiary.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2025, the composition of the Board is in conformity with the requirements of theCompanies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company has an optimum combination of executive, non-executive and independent directors,including a woman director.
The Board comprises 5 (Five) Directors, which includes:
• 1 (One) Managing Director (Executive Director),
• 1 (One) Non-Executive Non-Independent Director, and
• 3 (Three) Non-Executive Independent Directors, including 1 (One) Woman Director.
• Mrs. Saroj Gupta is the Chief Financial Officer of the Company.
• Mrs. Khushambi is the Company Secretary of the Company.
The composition of the Board reflects a balanced mix of professionalism, knowledge, and experiencein diverse fields, which enhances the quality of its deliberations and decision-making.
CHANGES IN KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013, read with theapplicable Rules made thereunder, as amended from time to time, and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the following changes tookplace in the composition of the Board during the year under review:
• Mr. Piyush Prakash, Non-Executive Independent Director, ceased to be a Director of theCompany upon completion of his tenure on September 29, 2024.
• Mr. Parameswaran Subramaniam, Non-Executive Independent Director, ceased to be aDirector of the Company upon completion of his tenure on September 29, 2024.
• Mr. Anil Kumar Goel, Executive Director, resigned from the Board with effect from the closeof business hours on April 11, 2024, due to advanced age and health issues.
• Mr. Rajan Gupta was appointed as an Executive Director at the Board Meeting held on April
18, 2024, and his appointment was regularized by the shareholders at the Extra-OrdinaryGeneral Meeting held on May 17, 2024, for a term of three years from April 18, 2024 to April17, 2027. He subsequently resigned from the post with effect from the close of business hourson August 22, 2024, due to personal reasons.
• Mr. Bakhshish Gupta was appointed as a Non-Executive Non-Independent Director at theBoard Meeting held on August 29, 2024, and his appointment was regularized by theshareholders at the Annual General Meeting held on September 28, 2024.
• Mr. Y ash Saraswat was appointed as an Independent Director at the Board Meeting held onMarch 09, 2024, and his appointment was regularized by the shareholders at the Extra-OrdinaryGeneral Meeting held on May 17, 2024, for a term of five years from March 09, 2024 to March08, 2029.
• Mr. Nitin Batri was appointed as an Independent Director at the Board Meeting held on March
19, 2024, and his appointment was regularized by the shareholders at the Extra-Ordinary
General Meeting held on May 17, 2024, for a term of five years from March 19, 2024 to March18, 2029.
• Mrs. Saroj Gupta, who was serving as the Chief Financial Officer (CFO), has been appointedas the Managing Director (MD) of the Company with effect from May 30, 2025, andconsequently, she ceased to act as CFO.
• Mr. Pradeep Kumar Misra was appointed as an Additional Director and Chief Financial Officer(CFO) with effect from May 30, 2025. His appointment as a Director is subject to regularizationat the ensuing Annual General Meeting.
• Mrs. Geeta Hans and Mrs Divya Malini Gupta resigned from the position of IndependentDirector and Managing Director respactively of the Company with effect from the close ofbusiness hours on May 30, 2025, due to personal reasons and other pre-occupations.
The Board places on record its appreciation for the valuable contributions made by the outgoingDirectors during their tenure and welcomes the newly appointed Directors to the Board.
DECLARATION OF INDEPENDENCE U/S 149(6)
The Board has received declarations from all the Independent Directors of the Company confirmingthat they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 ofthe Companies Act, 2013 and in the opinion of the Board they fulfill the conditions specified in the Actand the Rules made thereunder and are Independent of the management.
BOARD MEETINGS
During Financial Year 2024-2025, the Board met 9 Times i. e. April 18, 2024; May 30, 2024; August12, 2024; August 29 2024; October 15, 2024; October 22, 2024; October 28, 2024; February 11, 2025;February 14, 2025.
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 didnot exceed one hundred and twenty days during the FY 2024-25. The detailed agenda and notes thereonare sent to all the directors seven days in advance from the date of Board Meeting. The ManagingDirector appraised the Board on the overall performance of the Company at every Board Meeting. TheBoard reviews the performance of the Company and sets the strategy for future. The Board takes onrecord the actions taken by the Company on all its decisions periodically.
For details, please Refer Report on Corporate Governance of the Financial Y ear 2024-25.
ANNUAL EVALUATION - BOARD AND ITS COMMITTEES
The Nomination and Remuneration (“NR”) Committee has laid down proper criteria and procedure toevaluate 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 theperformance 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 andNon-Executive Director of the Board. The performance evaluation of each Independent Director wasdone 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 highlysatisfactory. On the basis of this exercise, the NR Committee and the Board, after recognizing theimportant contribution being made by each Independent Director has decided that all IndependentDirectors should continue to be on the Board.
Your Company has set up a Nomination and Remuneration (‘NR’) Committee pursuant to Section 178of 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-ExecutiveDirectors, if any.
Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof, Remunerationdetails of the Employees, KMPs and Directors along with the details of the Ratio of the Remunerationof each Director to the Median Employee’s Remuneration Forms Part of the Report and are attachedas Annexure - I.
Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which isto the best to their knowledge and belief and according to the information and explanations obtained bythem:
a. that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025,the applicable Accounting Standards have been followed along with proper explanation relatingto Material Departures;
b. that Appropriate Accounting Policies have been Selected and applied consistently andJudgments and Estimates that are reasonable and Prudent have been made so as to give a trueand fair view of the State of Affairs as at March 31, 2025 and of the Profit of your Companyfor the Financial Year ended March 31, 2025;
c. that Proper and Sufficient care has been taken for the Maintenance of adequate accountingRecords in accordance with the Provisions of the Act, for safeguarding the assets of yourCompany and for preventing and detecting fraud and other irregularities;
d. that the Annual Accounts for the Financial Year ended March 31, 2025 have been prepared ona going concern basis;
e. that the Directors have laid down Internal Financial Controls which were followed by theCompany 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 allapplicable 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 thephrase ‘Your Company’. It is ‘Your’ Company because it belongs to you - the shareholders. TheChairman and Directors are ‘Your’ fiduciaries and trustees. Their objective is to take the businessforward 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 theCorporate Excellence in the country. Hence, the Company is in full Compliance with the Norms anddisclosures 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 CorporateGovernance and best management practices being followed. The Code is available on the website ofyour Company www.gkconsultantsltd.com.
A Report on Corporate Governance along with ’Certificate on its compliance is annexed hereto asAnnexure - II.
A detailed chapter on ‘Management Discussion and Analysis’ (MDA), pursuant to Regulation 34 andSchedule V(E) of Listing Regulations, is annexed hereto as Annexure - III and forms part of thisAnnual Report.
During the year under review, the Company has not transferred any amount to General Reserves.CONTINGENT PROVISION ON STANDARD ASSETS
Your Company has created a general provision of Rs. 462.61 thousands at 0.40% of the outstandingstandard assets as per notification no. RBI/2014-15/299 dated 10th November, 2014 issued by RBI forall NBFCs.
To conserve funds for undertaking future activities, your Board has decided to not to recommend anyDividend for the Financial Year under review.
During the year under review, as there was no amount due to transfer in IEPF, accordingly no amounthas been transferred to IEPF.
During the year under review, the Company did not accept any deposit from public accordingly noinformation 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 duringthe financial year i.e. 31 March, 2025, there have been no material changes between the closing of thefinancial year of the Company till the date of this report, except as disclosed elsewhere in the AnnualReport.
Details of Loans and Investments covered under the provisions of Section 186 of the Act are given inthe notes to the Financial Statements. However, during the FY 2024-25 your Company has not providedany guarantee pursuant to provisions of Section 186 of the Act.
RELATED PARTY TRANSACTIONS
During Financial Year 2024-25, there were related party transactions took place in ordinary course ofbusiness and at arm’s length. Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - IVand forms part of this Annual Report.
The Company has adopted a policy on materiality of related party transactions and dealing with RelatedParty Transactions and the same is disclosed on the website of the Company, viz.,www.gkconsultantsltd.com. under the heading “Investor”.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal withinstance of fraud and mismanagement, if any. The Policy enables the Employees, Directors and otherstakeholders to raise their concern. There was no incident when the access to the Audit Committee wasdenied 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”.
AUDIT COMMITTEE
The Audit Committee of your Company comprises of the following Directors'
1.
Mr. Nitin Batri
Chairperson
2.
Mr. Yash Saraswat
Member
3.
Mrs. Saroj Gupta
During the year under review, the following changes took place in the composition of the AuditCommittee:
• Mr. Piyush Prakash, Non-Executive Independent Director, ceased to be a chairperson of theCommittee upon completion of his tenure on September 29, 2024.
• Mr. Nitin Batri was inducted as the Chairperson of the Audit Committee with effect fromAugust 12, 2024.
• Mrs. Divya Malini Gupta resigned from the Board and consequently ceased to be a member ofthe Audit Committee with effect from May 30, 2025.
• Mrs. Saroj Gupta was inducted as a member of the Audit Committee with effect from May 30,2025.
Details of recommendations of audit committee which were not accepted by the board along withreasons
The Audit Committee generally makes certain recommendations to the Board of Directors of theCompany during their meetings held to consider any financial results (Unaudited and Audited) andsuch other matters placed before the Audit Committee as per the provisions of Companies Act, 2013and 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 AuditCommittee and has accepted and carried on the recommendations suggested by the Committee to itssatisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directorsof the Company during the year under review.
STATUTORY AUDITORS
M/s. Vinod Kumar Gupta & Associates, Chartered Accountants (Firm Registration No. 002377C),who were appointed as the Statutory Auditors of the Company for a term of 5 (Five) years at the 32ndAnnual General Meeting (AGM), have completed their tenure in accordance with the provisions ofSection 139 of the Companies Act, 2013 and are not willing for reappointment.
The Board of Directors, on the recommendation of the Audit Committee, has proposed theappointment of M/s. Punam Kumar Gupta & Associates, Chartered Accountants (Firm RegistrationNo. 013416N), as the Statutory Auditors of the Company for a term of 5 (Five) years, subject toapproval of the shareholders at the ensuing AGM.
The Board recommends the resolution for approval of the members.
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Companyhas appointed M/s. G Rishabh & Co., (CP No 26699) a sole Proprietor of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for a term of 5 (Five) years, subject toapproval of the shareholders at the ensuing AGM.
The Board of Directors of your Company has appointed M/s Ayesha Gupta & Co., CharteredAccountants, as internal auditors of the Company pursuant to the provision of Section 138 of theCompanies Act for the financial year 2024-2025.
Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit andAuditor) 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, 2025 is annexed herewith asAnnexure - V. The Secretarial Audit Report for FY 2024-25 also does not bear any adverse commentsor 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 aresafeguarded and protected against loss from unauthorized use or disposition and those transactions areauthorized, recorded and reported correctly.
An extensive programme of internal audits and management reviews supplements the process ofinternal control. Properly documented policies, guidelines and procedures are laid down for thispurpose. The Internal Control System has been designed to ensure that the financial and other recordsare 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 itselfregistered with CIBIL, Equifax, Experian.
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 oroperation was observed.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meeting ofthe Board of Directors” and “General Meeting”, respectively, have been duly followed by theCompany.
In compliance with the SEBI regulation on prevention of insider trading, your Company had instituteda 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 anddisclosures to be made, while dealing with shares of the Company and cautioned them on consequencesof non-compliances.
Further your Company has put in place a Code of Practices and Procedures of Fair Disclosures ofUnpublished Price Sensitive Information. Both the aforesaid Codes are in lines with the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Your Company is not required to prepare any Business Responsibility Report (BRR), hence the sameis not provided along with this Report.
The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock Exchange ofIndia Ltd (BSE). The Company has paid the applicable listing fees to the Stock Exchange within thestipulated time for the financial year 2024-25.
Your Directors place on record their appreciation for the significant contribution made by allemployees, who through their competence, dedication, hard work, co-operation and support haveenabled 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 bemade available at the website of the Company at www.gkconsultantsltd.com. under the heading“Investor”.
(A) Conservation of Energy: The Company is a NBFC and not engaged in manufacturing activityand hence, Absorption of Technology is not applicable on your Company. However, the Companystrives to save the energy resources as a part of good corporate practice.
a) Research & Development: The Company is a NBFC and not engaged in manufacturingactivity and hence, Absorption of Technology is not applicable on your Company.
b) Absorption of Technology: The Company is a NBFC and not engaged in manufacturingactivity and hence, Absorption of Technology is not applicable on your Company.
a) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings - NilForeign Exchange Outgo - Nil
During the year under review, there were no transactions or events with respect to the following, henceno disclosure or reporting is required:
• Significant or material orders passed by the Regulators or Courts or Tribunals, impacting thegoing concern status and Company’s operations in future.
• Receipt of any remuneration or commission from any of its subsidiary companies by theManaging Director or the Whole-time Directors of the Company.
• Buy back of securities/issue of sweat equity shares/issue of equity shares with differentialrights.
• Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either tothe 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 onPrevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with theprovisions 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 theworkplace prevent and redress complaints of sexual harassment and for matters connected or incidentalthereto, 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 ofsexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial year 2024-25.CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statementfor the financial year ended March 31, 2025 forms part of this Annual Report.
Electronic copy of the Annual Report for FY 2024-25 and the Notice of the ensuing AGM is being sentto all shareholders whose email addresses are available in demat account and registered withCompany’s Registrar and Share Transfer Agent. As per the Circulars issued by Ministry of CorporateAffairs shareholders holding shares in demat form are requested to update their email addresses withtheir Depository Participant(s) and for shareholders holding shares in physical form, should get theiremail registered with Beetal Financial & Computer Services Private Limited, Company’s Registrar andShare Transfer Agent.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has ensured our success in the past andwill do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistanceextended by the Government authorities, Banks and Vendors.
The Board also takes this opportunity to express its deep gratitude for the continued co-operation andsupport received from its valued shareholders. Your Board is also thankful to the auditors of theCompany for their advice and guidance.
FOR AND ON BEHALF OF THE BOARD
Nitin Batri Bakhshish Gupta
Chairperson Director
DIN: 02271294 DIN: 09466909
New DelhiMay 30, 2025