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To,

The Members,

Your director has pleasure in presenting their 40^th Annual Report on the business and operation of the company and the accounts for the financial year Ended 31st March 2023.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand-alone financial statements of the company.

2. Reserves and Surplus

Out of the total profit of Rs.7,38,360/-for the fiscal year, NIL amounts are proposed to be transferred to the General Reserve

3. Operations & State of Affairs of the Company:

During the year, the Company had not ventured into any new business and had not carried out any business activities.

New business avenues are still under consideration.

4. Change in the nature of business, if any:

There i s no change in the nature of business.

5. Share Capital:

During the Financial Year, the Company had not issued any Equity shares with Differential rights, any Sweat equity Shares and any Employee stock Option.

6. Details of new subsidiaries, associates and joint ventures:

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

7. Directors and Key Managerial Personnel

The constitution of board and key managerial personnel during the year is as follows:

8. Directors:

A) Changes in Directors and Key Managerial Persons:

Mr. Girdhari Sagarmal Biyani (DIN: 00523132) has resigned from the post of whole-time director of GSB Finance Limited with effect from 24^th August 2022.

Ms. Ritika Shishir Gupta (DIN: 00523359) has resigned from the post of director of GSB Finance Limited with effect from 24^th August 2022.

Mrs. Usha Yogesh Patel (DIN: 06927669) be and is hereby re-appointed as independent director of the company for a term of 5 (five) consecutive years effective from 24^th August 2022 not liable to retire by rotation.

Mr. Manish Vijaykant Zanwar (DIN: 00940486) has resigned from the post of Independent Directors of the company with effect from 24^th August 2022.

B) Declaration by an Independent Director(s) and reelection if any:

The board of Directors of the Company hereby confirms that they have received the Declaration of the fulfilling the criteria of Independent Director specified in sub section (6) of section 149 of the Companies Act, 2013 from all the independent directors appointed during the year.

C) Details of Managerial Remuneration required to be Disclosed in Board Report as per Rule 5(1) of the Companies (Appointment and Remun eration of Managerial Personnel) Rules, 2014

D) Policy on director's appointment and remuneration:

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at www.gsbgroup.co.in

8. Meetings:

Board Meetings

During the Financial Year 2022-23, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

9. Meetings:

Board Meetings

During the Financial Year 2022-23, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 20 13 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Annua l General Meeting:

The 40^th Annual General Meeting of the company shall be held on Saturday, 16^th September 2023 at 1:30 p.m. via zoom call.

Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, Company had not held any Extra Ordinary General Meeting for the financial year 2022-2 3

10. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, M/s. H.P Jadeja & Associates, Chartere d Accountants (ICAI Firm Registration No. 135374W) were appointed as Statutory Auditors of the Company for one term of five consecutive years by the shareholders at 34th Annual General Meeting of the Company held on 26^th September, 2017 to hold office till the conclusion of 39th Annual General Meeting to be held in the year 2021-22 and was re-appointed for second term of five consecutive years by the Shareholders at 39^th Annual General Meeting of the Company held on 24^th Septemb er, 2022 to hold office till the conclusion of 44^th Annual General Meeting to be held in the year 2026-27. However, the Compani es Amendment Act, 2017 (Vide Notification dated 7th May 2018 issued by the Ministry of Corporate Affairs) omits the provision related to annual ratification from the Companies Act, 2013 and the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of ensuing AGM.

The Com pany had decided to appoint M/S Suvarna & Katdare [Firm Registration No.: 125080W] as the Statutory Auditor of the company from the conclusion of the 40th Annual General Meeting till the financial year ended 31^st March, 2024 due to Casual vacancy caused by resignation of M/s H.P.Jadeja & Associates.

11. Auditors' Report

The Aud itors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

12. Secretarial Audit and Secretarial Audit 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. JK and Associates., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is part of the Annual Report.

13. ANNUAL RETURN:

www.gsbgroup.co.in

14. Risk Management Policy:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigatio n process and measures have been also formulated and clearly spelled out in the said policy.

15. Formal Annual Evaluation:

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

16. Particulars Of Loans, Guarantees or Investments Under Section 186:

The Com pany has not made any Loans and Investments and Guarantees in relation to section 186 of the Compani es Act, 2013 during the fiscal year.

17. Particulars Of Contracts or Arrangements with Related Parties:

The company has not entered any related party transactions during the year as specified under section 188 of the companies Act, 2013. Therefore no AOC-2 is attached.

18. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassm ent of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2022-23

19. Conservation Of Energy, Technology Absorption and Foreign Exchange Earning And Outgo:

A) Conservation of Energy: Nil

B) Technology Absorption: Nil

C) Foreign exchange earnings and outgo: During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil

20. Details of policy developed and implemented by the company on its corporate social responsibility initiatives:

The prov isions Corporate Social Responsibility is not applicable to the company.

21. Internal financial control:

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guarding of its assets, the preven tion and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

22. Establishment of vigil mechanism:

The Co mpany has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Compa ny. The vigil mechanism is available on the Company's website at www.gsbgroup.co.in

23. Material changes and commitments, if any, 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 the report:

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and co mpany's operations in future:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

25. 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 had been followed along with proper explanation relating to material departures.

(b) The directors had 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 adequate accounting records in accordance with the provisions of this 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; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that su ch internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system s were adequate and operating effectively.

26. Acknowledgements:

An a cknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.