Detailed Summary of Board Meeting Outcomes

1. Audited Financial Results for Q4 and FY Ended March 31, 2026

  • The Board approved the audited standalone financial results for the quarter and year ended March 31, 2026.
  • The statutory auditors, M/s Sunil Vankawala & Associates (FRN: 110616W), issued a report with a modified (qualified) opinion.
  • The results were published in newspapers as per Regulation 47 and include a statement on the impact of audit qualifications as required by Regulation 33(3)(d).

2. Key Audit Qualifications & Financial Contingencies

The qualified audit opinion is based on several key issues noted in the financials:

  • Suspicious Transactions & Bank Lien: The company detected suspicious transactions by a merchant (Prime Technologies) initially aggregating ₹10,500.00 lakhs, later reduced to ₹7,528.18 lakhs after voluntary settlements. The company's bank account with ICICI Bank is under a lien to this extent (₹7,528.18 lakhs) by investigating authorities. A First Information Report (FIR) was lodged on January 14, 2026. The matter is sub-judice with an interim stay order from the Bombay High Court dated March 12, 2026. Based on a legal opinion (May 27, 2026), management is confident of a favorable outcome. No provision has been recognized; it is disclosed as a contingent liability under Ind AS 37.
  • Unconfirmed Balances: Balances for trade receivables, payables, loans, advances, borrowings, and other current assets/liabilities are subject to confirmation and reconciliation. The impact of any adjustments is unascertainable.
  • Unreconciled Income: Income recognized during the year is based on internal software reports, and its reconciliation with bank transactions is in progress. The impact is unascertainable.
  • Unsupported Agent Commission: Agent commission expense of ₹432.21 lakhs lacks adequate supporting documentation, including merchant-wise mapping. The impact is unascertainable.
  • Loan Write-off: The company wrote off loans aggregating ₹1,303.21 lakhs during the year (included in Other Expenses), as approved by the Board on January 22, 2026. This was emphasized by the auditors but did not modify their opinion.

3. Key Financial Figures (₹ in Lakhs)

Statement of Assets & Liabilities (Standalone) as of March 31:

| Particular | 2026 | 2025 |

| Total Assets | 12,497.15 | 4,036.41 |

| Financial Assets | 11,089.89 | 2,759.82 |

| - Cash & Cash Equivalents | 2,581.27 | 161.37 |

| - Other Bank Balances | 1,840.92 | 35.95 |

| - Trade Receivables | 119.11 | 1,229.57 |

| - Loans | 6,548.59 | 1,332.93 |

| Non-Financial Assets | 1,407.25 | 1,276.59 |

| Total Liabilities | 8,169.62 | 2,888.40 |

| Financial Liabilities | 7,496.53 | 2,771.34 |

| - Trade Payables | 3,161.13 | 1,921.00 |

| - Other Payables | 4,192.37 | 124.30 |

| - Borrowings | 143.03 | 726.04 |

| Non-Financial Liabilities | 673.09 | 117.06 |

| Equity | 4,327.53 | 1,148.01 |

| - Share Capital | 1,487.00 | 1,487.00 |

| - Other Equity | 2,840.53 | (338.99) |

Cash Flow (Standalone) for FY26:

  • Cash from Operations: ₹2,182.95 lakhs
  • Cash from Investing: ₹1,945.11 lakhs
  • Cash from Financing: (₹1,708.16) lakhs
  • Net Increase in Cash: ₹2,419.90 lakhs
  • Note: Cash and cash equivalents (₹2,581.26 lakhs) exclude ₹1,840.92 lakhs in a lien-marked bank account.

4. Increase in Borrowing Limits

  • The Board approved a proposal to increase the borrowing limit of the company under Section 180(1)(c) of the Companies Act, 2013.
  • The new limit is set at ₹500 crore (₹500,00,00,000), pending shareholder approval.

5. Appointment of Additional Director

  • Mr. Ashish Anand (DIN: 11680795) was appointed as an Additional Non-Executive Independent Director for his first term of five years, effective May 28, 2026, to May 27, 2031, subject to shareholder approval.
  • His profile describes him as a business management and strategic advisory professional with over 25 years of experience in finance, operations, and governance.
  • It was confirmed he is not debarred from holding the office of director by SEBI or any other authority.

6. Re-constitution of Board Committees

Consequent to the board changes, the following committees were reconstituted effective May 28, 2026:

  • Audit Committee: Mr. Ashish Anand (Chairman), Mr. Ajeet Singh Rathore, Mr. Hemendra Sharma, Mr. Lalit Singh (Members).
  • Nomination & Remuneration Committee: Mr. Ashish Anand (Chairman), Mr. Ajeet Singh Rathore, Mr. Hemendra Sharma (Members).
  • Stakeholders Relationship Committee: Mr. Ashish Anand (Chairman), Mr. Ajeet Singh Rathore, Mr. Hemendra Sharma, Mr. Lalit Singh (Members).

7. Appointment of Internal Auditor

  • The Board approved the appointment of Mr. Rahul Katakkar, Chartered Accountant, as the Internal Auditor for FY 2026-27.
  • This appointment follows the resignation of the previous internal auditors, M/s. NH Variava & Co., who were appointed for a three-year term (FY25-26 to FY27-28).
  • Mr. Katakkar's profile highlights 14 years of experience in accounting, auditing, corporate finance, and regulatory compliance.

8. Revision in CEO Remuneration

  • The Board, based on the NRC's recommendation, revised the remuneration payable to Mr. Jaspal Singh Sidhu (DIN: 01794747), Executive Director & CEO, effective June 1, 2026. The revision is subject to shareholder approval.

9. Constitution of CSR Committee

  • Noting that the provisions of Section 135 (CSR) of the Companies Act, 2013 became applicable after the approval of FY25-26 financials, the Board constituted a CSR Committee effective May 28, 2026.
  • Composition: Ms. Divya Singh Kushwaha (MD, Chairperson), Mr. Lalit Singh (WTD, Member), Mr. Ajeet Singh Rathore (ID, Member).
  • The committee is tasked with formulating and recommending the CSR Policy and expenditure framework.

10. Other Meeting Details

  • The board meeting commenced at 2:00 PM and concluded at 7:00 PM on May 28, 2026.
  • The trading window for insiders will re-open on Monday, June 1, 2026.
  • The outcome of the meeting is available on the company's website at https://gllfl.com/.