The Board of your Company is delighted in presenting its 38th Annual Report. The Report is being presented along with the Audited Financial Statements for the Financial Year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
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Particulars
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For the year ended
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March 31, 2026
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March 31, 2025
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Total Revenue from Operations
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13,321.27
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6,161.76
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Total Expenses
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12,009.12
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5,793.09
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Profit/(Loss) Before Tax
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1 ,312.15
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368.67
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Provisions for Taxes
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330.34
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93.00
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Deferred tax
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207.05
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93.00
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Earnings Per Share (Re.)
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0.09
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0.05
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NBFC REGISTRATION
Your Company is a Non-Banking Financial Company registered with RBI vide Certificate of Registration No. B- 14.00143 dated 12.09.2001. The Company is regular in making compliances of various rules and regulations made by RBI for NBFCs.
COMPANY’S PERFORMANCE
During the financial year ended March 31, 2026, your Company demonstrated impressive operational resilience and financial growth, driven by strong top-line performance and enhanced business momentum.
For the fiscal year 2025-26, the Company achieved a total income of Rs. 13,321.27 thousand, reflecting a substantial growth of 116.19% compared to Rs. 6,161.76 thousand recorded in the previous financial year. Total expenses for the year under review stood at Rs. 12,009.12 thousand as against Rs. 5,793.09 thousand in FY 2024-25, representing an increase of 107.30%, which was primarily in line with the scale-up of business operations and activity.
Driven by strong revenue expansion and efficient operational management, the Profit before Tax (PBT) witnessed a sharp surge of 255.91%, rising to Rs. 1,312.15 thousand from Rs. 368.67 thousand in the preceding year. After accounting for total tax expenses of Rs. 330.34 thousand (compared to Rs. 93.00 thousand in FY 2024-25), the Net Profit after Tax (PAT) stood at Rs. 981.81 thousand, registering a significant increase of 256.16% over Rs. 275.67 thousand reported in the previous year.
Consequently, the Basic and Diluted Earnings Per Share (EPS) for the year increased to Rs. 0.09 per equity share of face value Rs. 10/- each, up from Rs. 0.05 per share in the previous financial year, further reflecting the Company's improving operational efficiency and overall earnings capacity.
Future Outlook
Your Directors are actively exploring new business opportunities to sustain this momentum, driving further growth and value for stakeholders in the years to come.
A detailed discussion on the business performance and future outlook is provided in the ‘Management Discussion and Analysis Report’ (MDAR).
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Act and Indian Accounting Standard (IND AS) - 27 on Consolidated Financial Statements read with IND AS - 28 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are not applicable to your Company hence no information is being provided.
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, 2026, the composition of the Board is in conformity with the requirements of the Companies 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) Whole Time Director (Executive Director)
• 3 (Three) Non-Executive Independent Directors.
• Mr. Pradeep Kumar Misra is the Chief Financial Officer of the Company.
• Mrs. Khushambi is the Company Secretary of the Company.
• Mr. Amar Agarwal is the Chief Executive Officer of the Company
The composition of the Board reflects a balanced mix of professionalism, knowledge, and experience in 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 the applicable 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 took place in the composition of the Board during the year under review:
APPOINTMENTS AND RE-DESIGNATIONS
During the period under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:
• Mrs. Saroj Gupta (DIN: 07793920) was previously serving as the Chief Financial Officer (CFO) of the Company, Mrs. Saroj Gupta was re-designated and appointed as the Managing Director (MD) of the Company with effect from May 30, 2025. Consequent to her appointment as Managing Director, she ceased to hold the office of Chief Financial Officer with effect from the close of business hours on the same date.
• Mr. Pradeep Kumar Misra (DIN: 10427711) was appointed as a Director and further designated as the Chief Financial Officer (CFO) of the Company with effect from May 30, 2025.
• Mr. Prem Singh (DIN: 02315083) was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from May 29, 2026, to hold office up to the date of the ensuing Annual General Meeting (AGM). The Board recommends the regularization of his appointment as an Independent Director for a fixed term at the ensuing AGM, for which necessary resolutions have been incorporated in the Notice convening the AGM.
• Mr. Anil Kumar (DIN: 11789196) was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from June 25, 2026, to hold office up to the date of the ensuing Annual General Meeting (AGM). The Board recommends the regularization of his appointment as an Independent Director for a fixed term at the ensuing AGM, for which necessary resolutions have been incorporated in the Notice convening the AGM.
• Mr. Amar Aggarwal was appointed as the Chief Executive Officer (CEO) of the Company with effect from February 10, 2026.
RESIGNATIONS AND CESSATIONS
• Mrs. Divya Malini Gupta: Resigned from the position of Managing Director of the Company with effect from the close of business hours on May 30, 2025, due to other pre-occupations.
• Mrs. Geeta Hans: Resigned from the position of Independent Director of the Company with effect from the close of business hours on May 30, 2025, due to personal reasons.
The Board places on record its appreciation for the valuable contributions made by the outgoing Directors 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 confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and in the opinion of the Board they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.
BOARD MEETINGS
During Financial Year 2025-2026, the Board met 8 Times i. e. May 30, 2025; June 07, 2025; August 08 2025; September 26, 2025; October 24, 2025; November 08, 2025; February 10, 2026; February 28, 2026.
The necessary quorum was present for all the meetings.
The Company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during the FY 2025-26. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director appraised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board takes on record the actions taken by the Company on all its decisions periodically.
For details, please Refer Report on Corporate Governance of the Financial Year 2025-26. ANNUAL EVALUATION - BOARD AND ITS COMMITTEES
The Nomination and Remuneration (“NR”) Committee has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairman, each Director (including Executive, Non-Executive and Independent Directors), of the Board as a whole and its committee.
As per laid down procedure, the Independent Directors held a separate meeting to review the performance of the Chairman of the Company after considering the views of Executive and Non-Executive Directors. The Independent Directors also reviewed performance of every Executive and Non-Executive Director of the Board. The performance evaluation of each Independent Director was done by the entire Board (except the Independent Directors being evaluated).
The performance of each committee has been evaluated by its members and found to be highly satisfactory. On the basis of this exercise, the NR Committee and the Board, after recognizing the important contribution being made by each Independent Director has decided that all Independent Directors should continue to be on the Board.
REMUNERATION POLICY
Your Company has set up a Nomination and Remuneration (‘NR’) Committee pursuant to Section 178 of the Act which has formulated a Policy for Directors’ Appointment and remuneration for Directors, KMP and other employees. They have also developed the criteria
for determining qualifications, positive attributes and Independence of a Director including making Payments to Non-Executive Directors, if any.
Pursuant to the provisions of Section 197(12) of the Act read with Rules made thereof, Remuneration details of the Employees, KMPs and Directors along with the details of the Ratio of the Remuneration of each Director to the Median Employee’s Remuneration Forms Part of the Report and are attached as Annexure - I.
DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is to the best to their knowledge and belief and according to the information and explanations obtained by them:
a. that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to Material Departures;
b. that Appropriate Accounting Policies have been Selected and applied consistently and Judgments and Estimates that are reasonable and Prudent have been made so as to give a true and fair view of the State of Affairs as at March 31, 2026 and of the Profit of your Company for the Financial Year ended March 31, 2026;
c. that Proper and Sufficient care has been taken for the Maintenance of adequate accounting Records in accordance with the Provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d. that the Annual Accounts for the Financial Year ended March 31, 2026 have been prepared on a going concern basis;
e. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
At G.K. Consultants Limited, it is our firm belief that the essence of Corporate Governance lies in the phrase ‘Your Company’. It is ‘Your’ Company because it belongs to you - the shareholders. The Chairman and Directors are ‘Your’ fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes ‘Your’ long-term value.
The Company believes that the Code of Corporate Governance is an excellent tool to secure the Corporate Excellence in the country. Hence, the Company is in full Compliance with the Norms and disclosures that have to be made on Corporate Governance as per the Requirements of Schedule V(C) of Listing Regulations.
The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed. The Code is available on the website of your Company www.gkconsultantsltd.com.
A Report on Corporate Governance along with ’Certificate on its compliance is annexed hereto as Annexure - II.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed chapter on ‘Management Discussion and Analysis’ (MDA), pursuant to Regulation 34 and Schedule V(E) of Listing Regulations, is annexed hereto as Annexure - III and forms part of this Annual Report.
TRANSFER TO GENERAL RESERVE
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. 655.56 thousands at 0.40% of the outstanding standard assets as per notification no. RBI/2014-15/299 dated 10th November, 2014 issued by RBI for all NBFCs.
DIVIDEND
To conserve funds for undertaking future activities, your Board has decided to not to recommend any Dividend for the Financial Year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, as there was no amount due to transfer in IEPF, accordingly no amount has been transferred to IEPF.
DEPOSITS
During the year under review, the Company did not accept any deposit from public accordingly no information is required to be appended to this Report in terms of Non-Banking Financial Companies (Reserve Bank) Directions, 1977.
MATERIAL CHANGES AND COMMITMENTS
As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year i.e. 31 March, 2026, there have been no material changes between the closing of the financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual Report.
LOANS, GUARANTEES AND INVESTMENTS
Details of Loans and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. However, during the FY 2025-26 your Company has not provided any guarantee pursuant to provisions of Section 186 of the Act.
RELATED PARTY TRANSACTIONS
During Financial Year 2025-26, there were related party transactions took place in ordinary course of business and at arm’s length. Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - IV and forms part of this Annual Report.
The Company has adopted a policy on materiality of related party transactions and dealing with Related Party Transactions and the same is disclosed on the website of the Company, viz., www. gkconsultantsltd. com, under the heading “Investor”.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a well formulated Vigil Mechanism/ Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy enables the Employees, Directors and other stakeholders to raise their concern. There was no incident when the access to the Audit Committee was denied to any employees with respect to Vigil Mechanism.
The Vigil Mechanism/ Whistle Blower Policy has been displayed at the website of the Company, www.gkconsultantsltd.com, under the heading “Investor”.
AUDIT COMMITTEE
The Audit Committee of your Company comprises of the following Directors:
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1.
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Mr. Prem Singh
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Chairperson
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2.
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Mr. Yash Saraswat
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Member
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3.
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Mrs. Saroj Gupta
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Member
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During the year under review, Mr. Nitin Batri resigned on May 29 2026 and Mr. Prem Singh has been inducted as a chairperson of the Committee w.e.f. May 29, 2026.
Details of recommendations of audit committee which were not accepted by the board along with reasons
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Punam Kumar Gupta & Associates, Chartered Accountants (Firm Registration No. 013416N), resigned from the office of Statutory Auditors of the Company with effect from May 29, 2026, creating a casual vacancy; consequently, the Board of Directors, at its meeting held on May 29, 2026, based on the recommendation of the Audit Committee, approved the appointment of M/s. P B S & Associates, Chartered Accountants (Firm Registration No. 029947N), to fill the casual vacancy up to the date of the ensuing General Meeting, and further recommended their appointment as Statutory Auditors for a period of five (5) consecutive years from the conclusion of the ensuing Annual General Meeting (AGM) until the conclusion of the 43rd AGM to be held in the year 2031, subject to the approval of the members, for which M/s. P B S & Associates have provided their written consent and eligibility certificate under Section 141 of the Act confirming their qualification and compliance with the prescribed statutory limits..
SECRETARIAL AUDITOR
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed G Rishabh & Co., (CP No 26699) a sole Proprietor of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for a term of 5 (Five) years.
INTERNAL AUDITOR
The Board of Directors of your Company has appointed Deen Dayal as internal auditors of the Company pursuant to the provision of Section 138 of the Companies Act for the financial year 2025-2026.
COST ACCOUNTANT
Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014, the requirement of Cost Audit is not applicable on the Company.
AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT
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 Y ear ended March 31, 2026 is annexed herewith as Annexure - V. The Secretarial Audit Report for FY 2025-26 also does not bear any adverse comments or observations that require any explanation pursuant to Section 134(3)(f)(ii).
INTERNAL CONTROL SYSTEMS
Your Company has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.
An extensive programme of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
To strengthen the internal control system in providing finance to parties, your Company has got itself registered with CIBIL, Equifax, Experian and CRIF.
Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to “Meeting of the Board of Directors” and “General Meeting”, respectively, have been duly followed by the Company.
INSIDER TRADING CODE
In compliance with the SEBI regulation on prevention of insider trading, your Company had instituted a Comprehensive Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders. The said Code has laid down guidelines, which advised them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioned them on consequences of non-compliances.
Further your Company has put in place a Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information. Both the aforesaid Codes are in lines with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
BUSINESS RESPONSIBILITY REPORT
Your Company is not required to prepare any Business Responsibility Report (BRR), hence the same is not provided along with this Report.
LISTING
The equity shares of the Company are listed on the Stock Exchange viz., Bombay Stock Exchange of India Ltd (BSE). The Company has paid the applicable listing fees to the Stock Exchange within the stipulated time for the financial year 2025-26.
PERSONNEL
Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to perform on a continual basis.
EXTRACT OF ANNUAL RETURN
The details forming part of Annual Return pursuant to Sections 92 of the Companies Act, 2013 will be made available at the website of the Company at www.gkconsultantsltd.com, under the heading “Investor”.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, Research and Development
(A) Conservation of Energy: The Company is a NBFC and not engaged in manufacturing activity and hence, Absorption of Technology is not applicable on your Company. However, the Company strives to save the energy resources as a part of good corporate practice.
(B) Research & Development & Technology Absorption:
a) Research & Development: The Company is a NBFC and not engaged in manufacturing activity and hence, Absorption of Technology is not applicable on your Company.
b) Absorption of Technology: The Company is a NBFC and not engaged in manufacturing activity and hence, Absorption of Technology is not applicable on your Company.
a) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings - Nil Foreign Exchange Outgo - Nil
STATUTORY DISCLOSURES
During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting is required:
• Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company’s operations in future.
• Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company.
• Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.
• Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to the Audit Committee, Board of Directors or the Central Government.
• Revision of the previous year’s financial statements
• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
• One-time settlement with any bank or financial institution
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financial year 2025-26.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2026 forms part of this Annual Report.
GREEN INITIATIVE
Electronic copy of the Annual Report for FY 2025-26 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company’s Registrar and Share Transfer Agent. As per the Circulars issued by Ministry of Corporate Affairs shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Beetal Financial & Computer Services Private Limited, Company’s Registrar and Share Transfer Agent.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co¬ operation and assistance extended by the Government authorities, Banks and Vendors.
The Board also takes this opportunity to express its deep gratitude for the continued co¬ operation and support received from its valued shareholders. Your Board is also thankful to the auditors of the Company for their advice and guidance.
FOR AND ON BEHALF OF THE BOARDPrem Singh
Chairperson DIN: 02315083
New Delhi July 29, 2026
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