GSL Securities' record is thin and unprofitable: operating cash flow has been negative in each of the last five years, and the company has lost money in four of them. Two recurring lapses sit behind that: the CSE suspended trading in its securities for unpaid listing fees across at least four consecutive years, and a family-controlled board has repeatedly passed promoter re-appointments on poll votes after public e-voting ran 95-97% against. The related-party record shows no Section 188 transactions reported in three years, but director loans and rent to a group concern were also present, and the auditor churn is explained by a statutory tenure-limit resignation and a scheduled rotation.
Key findings
- CSE suspended trading for unpaid listing fees across four years
Major- The Reserve Bank of India cancelled GSL Securities' NBFC registration by order dated 11 September 2018, and the appellate authority restored it on 18 May 2021. The Secretarial Audit Reports for FY2019-20 through FY2023-24 each state that the company did not pay annual listing fees to CSE and that CSE suspended trading of its securities. The company's stated reason was that it did not receive an invoice from CSE. - Cash flow is negative every year, and FY2026 allotment money went to a current account
Major- Operating cash flow was negative in each of the five years from FY2022 to FY2026, ranging from -0.26 crore to -0.36 crore, and was negative even in FY2024 when profit was positive. Free cash flow was -0.36 crore in FY2026, -0.26 crore in FY2025, and -0.27 crore in FY2024. Of the 4.25 crore raised in the FY2026 preferential allotment, 48.00 lakhs was transferred to a current account for working capital and general corporate purpose, with capital work-in-progress and intangible assets under development both nil as on 31 March 2026. - Public e-voting runs 95-97% against family re-appointments, then poll votes reverse it
Major- At the 30 September 2024 AGM, public e-voting on the re-appointment of Mrs. Shailja Bagrodia was 97.3227% against, yet the resolution passed on poll votes of 598,900 in favour and 0 against. At the 1 October 2021 AGM, public e-voting on her re-appointment was 95.4543% against, yet poll votes of 577,505 in favour and 0 against reversed the outcome. The promoter group voted 100% in favour of all resolutions at the 30 September 2024 and 30 August 2025 AGMs, casting 1,330,100 votes with zero against each time. - Three audit firms in six years, explained by tenure limits and rotation
Minor- Vijay R. Tater & Co. resigned citing the statutory audit firm tenure limit under Section 139(2) of the Companies Act, 2013. Baxi & Associates filled the casual vacancy and was later re-appointed for four consecutive years from 2020-21 to 2023-24. V R S K & Co. LLP was then appointed for five years, with the appointment resolution passing with 99.3802% of votes polled. - Pay-as-you-go retirement benefits and selective DTA recognition
Minor- The company has not provided for gratuity and leave encashment benefits till 31 March 2025, stating retirement benefits will be debited as and when paid. It recognises deferred tax assets on current-year depreciation but not on carried-forward business and depreciation losses, citing no reasonable certainty of realisation. Debit and credit balances with some parties are carried as reflected in the books without confirmation or reconciliation, as at 31 March 2026. - Related-party dealings include director loans and rent
Clean- No related party transactions under Section 188 were reported in FY2025-26, FY2023-24 or FY2022-23, and Form AOC-2 was stated as not applicable in each year. Director loans from Shailja Bagrodia of 51,168 in FY2020-21 and 90,000 in FY2019-20 were repaid during the respective years. FY2023-24 also had loans taken and repaid from Shailja Bagrodia (Rs. 9.82 lakhs) and Santkumar Bagrodia (Rs. 0.8 lakhs), and rent was paid to a group concern in which a Director is interested in FY2022-23.
What to watch
- Managing Director re-appointment vote. The special resolution for Mr. Santkumar Bagrodia's term from 1 October 2026 to 30 September 2027 goes to shareholders at the next AGM.
- FY2026-27 annual report. It will show whether the 48.00 lakhs moved to the ICICI Bank current account was deployed and whether operating cash flow turns positive.
- Auditor term end. V R S K & Co. LLP's five-year term expires at the conclusion of the 35th AGM in 2029.
Bottom line: This is a small, loss-making company with related-party dealings that include director loans and rent paid to a group concern, and auditor changes that are adequately explained. The risk is one of recurring regulatory lapse and promoter control: trading suspensions for unpaid listing fees persisted across four years, and minority shareholders have repeatedly voted against family re-appointments only to be overridden by promoter poll votes. Watch the next AGM vote and the FY2026-27 cash flow disclosure.