GKW Ltd

TO THE SHAREHOLDERS

1. The Directors have pleasure in presenting their 95^th Annual Report on the business and operations of GKW Limited ("Company") together with the Audited Financial Statements of the Company for the year ended 31^st March, 2025. The Management Discussion and Analysis also forms part of this Report.

2. FINANCIAL RESULTS :

The financial performance of the Company for the year ended 31^st March, 2025 along with the previous year's performance is summarized below:

Total income during the year under review was at 3663.04 lakhs as against 3910.33 lakhs in the previous year. Loss before tax during the year was 1231.60 Lakhs as compared to profit before tax of 1908.67 lakhs in the previous year. Other Comprehensive Income (OCI) (net of tax) was 23139.10 lakhs as compared to 13632.79 lakhs in the previous year. The detailed financial performance of the Company is provided in point no. 5.6 of this Report. During the year under review, there has been no change in the nature of business of the Company.

3. TRANSFER TO RESERVES :

No amount has been proposed to be transferred to the reserves for the year under review.

4. DIVIDEND :

In view of losses, no dividend has been recommended for the year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, the Company's principal business activity, viz. warehousing business, remained steady and lease rentals increased by 14.26% to 1275.47 lakhs as compared to 1116.23 lakhs in the previous year. The Company incurred capital expenditure of 449.93 lakhs for refurbishing/re-construction of covered sheds and buildings to facilitate the implementation of new leases entered during the year and for improvement of infrastructure facilities. The Company is actively pursuing further expansion of the warehousing area and related infrastructure to develop comprehensive warehousing & logistic hub at Howrah throughout the year under review.

Investment and Treasury segment generated income of 2002.53 lakhs during the year under review. This segment includes dividend and interest income of 1707.24 lakhs, MTM valuation of mutual funds in accordance with Ind AS of 285.12 lakhs and profit on redemption of mutual Funds (net) of 10.17 Lakhs. The Indian stock market showed marked improvement amidst volatility and the bench mark indices had also touched record high on few occasions during the first half of the year under review. However, the stock market experienced a sharp corrections in the second half due to heavy selling by FIIs, unsettled geopolitical tensions, slowdown in global economic activities. The stock market is expected to be sensitive and volatile as the tariff war cast a short-term uncertainty in global financial markets even with a temporary pause. The future investment of the company's funds shall depend on the performance of the Indian economy and the stability in the financial market.

During the year under review, the freehold land of the Company has been revalued at fair value as determined by an independent registered valuer. The surplus on its revaluation amounting to 6044.38 lakhs (net of tax of 1030.04 lakhs), reversal of deferred tax liability of 22127.41 lakhs on account of change in tax rate on long term capital gains and notional loss of 5024 lakhs due to unfavorable market price of equity shares, were included in OCI.

The company has entered into a Joint Development Agreement (JDA) with Anthurium Developers Limited, which is a subsidiary of Mahindra Lifespace Limited, for development in respect of its contiguous non-agricultural land admeasuring 36.87 acres situated at Village Kanjur, Bhandup, West for the purpose of construction of a mixed-use residential and commercial/ retail project. It is expected that this transaction would create value for our shareholders.

During the year, the Company sold at market rate a small portion of land (1.40 acres) situated at Daspara Road, Howrah, to a registered public charitable trust (for engagement in CSR activities) in line with the objective of public welfare.

Warehousing and Logistic business provide opportunities for a sustainable growth-oriented business model for the Company. Your Company is actively pursuing all opportunities in this segment and will continue to do so in future also.

The uncertainty in the global/domestic economic situation along with escalation of geopolitical & tariff tensions, global recession, volatile financial market as stated above, made the outlook some what unpredictable both for the Warehousing and Investment & Treasury segments of the Company in the short and medium term. However, we can only hope that the measures being taken by the government will help to tide over the difficult situation in the shortest possible time.

Your directors recognize that there are uncertainties and risks attached to any business. The risks could be external, internal, or a combination of both.

External risks can be an intensification of competition, technological obsolescence, changes in Government policy about taxes and levies or economic slowdown adversely impacting demand and profitability. In an increasingly globalized economy, world economic trends would also impact business of the Company. Such risks will be continuously monitored and appropriate action will be taken by the Company to minimize the same. Internal risks comprise operating risks, financial risks, and business risk. The Company will take effective steps to deal with such risks.

Each business segment has been informed to identify and report quarterly to the next higher reporting level, on any major risks as perceived by them, whether they be internal or external risks and simultaneously take immediate steps to minimize the impact thereof. All aspects of the warehousing and treasury operations are being closely monitored to identify potential risks at an early stage, to ensure that appropriate risk mitigation measures are put in place.

The Company has adequate internal control system to ensure protection of assets against loss from unauthorized use or disposal, proper maintenance of accounting records and adherence to Company's policies and procedures. The Company has appointed an Internal Auditor to conduct independent audits and submit periodical reports. An Audit Committee of the Board of Directors reviews the Internal Audit reports, annual financial statements, and internal control systems to ensure their effectiveness and adequacy.

The Committee also interacts with the Internal/ Statutory Auditors from time to time. Apart from this, audit reports and follow-up actions are periodically reviewed by the top management and remedial actions taken.

5.6 Discussions on Financial Performance with Respect to Operational Performance

Total income was lower by 247.29 lakhs as compared to the previous year mainly on account of increase in lease rental of 159.24 lakhs, interest and dividend income by 451.95 lakhs, profit on sale of current investments of 19.25 lakhs and other income of Rs

351.71 lakhs which was offset by lower fair valuation of Mutual Funds of 1229.44 lakhs.

Other Expenses was higher by 2384.42 lakhs as compared to the previous year mainly due to increase in expenditure of 529.05 lakhs towards resolution of certain disputes with ex-workers and 1855.37 lakhs paid towards brokerage/legal/professional charges (net) in connection with JDA.

Depreciation and amortization expenses and finance cost as per Ind AS were 304.75 lakhs and 310.53 lakhs respectively as compared to depreciation and amortization charge of 113.32 lakhs and finance cost of 0.67 lakhs.

As in the previous year, the Company had no borrowings as on 31^st March, 2025.

During the year under review, your Company has invested a sum of 14806.58 lakhs in fixed deposits with banks and 1715.11 Lakhs in Mutual Funds. Capital Expenditure for the year amounted to 1289.99 lakhs (2023-24: 643.83 lakhs) and value of assets put into use during the year amounted to 1569.32 lakhs (2023-24: 885.66 lakhs).

During the year under review industrial relations within the Company, continued to be stable. The total number of permanent employees was 15 as on 31^st March, 2025.

The details of the key financial ratios along with the explanation are provided in note no. 49 of the Financial Statement.

6. DETAILS OF SUBSIDIARIES, JOINT VENTURES

The Company does not have any Subsidiary, Joint Venture or is an Associate Company.

7. MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year 2024

25 and date of this Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS :

No significant/material orders have been passed the regulators, courts or tribunals impacting the going concern status and Company's operations of the Company.

9. INFORMATION PURSUANT TO SECTION 134 :

9.1 Pursuant to Regulation 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the draft Annual Return as on 31^st March, 2025 is available on the website of the Company, i.e., www.gkwltd.com. 9.2 The Company has received declarations from all the

Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 9.3 The disclosure pertaining to remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IA to this report. A Statement as prescribed under Section 197(12) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended hereto as Annexure IB.

9.4 There are no qualifications/reservations/adverse remarks in the Auditor's Report and the Secretarial

Audit Report for the financial year ended 31^st March, 2025, calling for any comments or explanations by the Board.

9.5 No frauds have been reported during the financial year under review by the Auditors of the Company.

9.6 No application has been made or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code during the year under review. 9.7 There was no instance of one-time settlement of loans from banks or financial institutions.

9.8 The particulars of investments under section 186 of the Companies Act, 2013 as at 31^st March, 2025 are provided in Note no. 7 and 12 to the Financial Statements.

9.9 The details of contracts or arrangements with related parties are appended hereto as Annexure II. All

Related Party Transactions entered during FY 2024-25 were on arm's length basis and in the ordinary course of business. Please also refer to Note no. 44 of the Financial Statements.

9.10 Conservation of Energy

The Company is engaged in warehousing activity and is making judicious use of energy efficient devices wherever possible.

9.11 Research & Development and Technology Absorption and Innovation The nature of business activity viz. warehousing business and investment & treasury operations carried on by the Company does not have scope for any Research, Development, Technology Absorption, and Innovation. However, latest developments in materials and processes pertaining to warehousing activity are constantly monitored. 9.12 Foreign Exchange Earnings and Outgo

Earnings in foreign exchange during the year: NIL (2023-24: NIL).

Out-go in foreign exchange during the year: NIL (2023-2024: NIL).

9.13 Evaluation of Board and Directors' Performance

Formal annual evaluation has been made by the Board of its own performance and that of its Committee and Individual Directors, based on criteria approved by the Nomination and Remuneration Committee/Board. Each Director being evaluated did not participate in the meeting during the discussions on his/her evaluation. The Independent Directors also evaluated the performance of the Chairperson, Non-Independent Directors and the Board as a whole.

Pursuant to provisions of section 134(5) of the Companies Act, 2013 the Directors hereby 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 situation 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 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;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

The Board of Directors on the recommendation of Nomination and Remuneration Committee, reappointed Mr. Amitabha Chakrabarti (DIN-00137451) as a Whole-time Director designated as an Executive Director of the Company for a period of two years w.e.f. 1^st April, 2025 to 31^st March, 2027 pursuant to the provision of Sections 196,197,198, 203(1) and Schedule V of the Companies Act, 2013, which was also approved by the members of the Company by way of Postal Ballot on 6^th April, 2025. Mr. Shiva Balan, Director (DIN-00055509) retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for-reappointment The first five-year tenure of Mr. Kishor Shah (DIN:

00193288) and Mr. Mohit Bhuteria (DIN: 00105745) as Independent Directors is upto 22^nd September, 2025. The Board of Directors at its meeting held on 15^th May, 2025 on the recommendation of the Nomination and Remuneration Committee and subject to approval of the members of the Company, have re- appointed Mr. Kishor Shah and Mr. Mohit Bhuteria as Independent

Directors for a second term of 5 (five) years w.e.f. 23 ^rd September, 2025. Their re-appointment will be placed for approval of the members at the ensuing Annual General Meeting ("AGM") and forms part of the 95^th AGM Notice.

In compliance with the Rule 8 sub-rule 5(iii)(a) of the Companies (Accounts) Rules, 2014, the Board of Directors opine that the Independent Directors of the Company possess the integrity, expertise and experience including their proficiency on the Board.

Mr. Amitabha Chakrabarti, is the Whole-time Director designated as the Executive Director of the Company.

He is also the Chief Financial Officer of the Company.

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee at its meeting held on 23^rd May, 2024 appointed Mr. Raju Shaw as the Company Secretary and Compliance Officer of the Company w.e.f. 23rd

May, 2024.

Statutory Auditors

At the 92^nd Annual General Meeting held on 5^th August, 2022, M/S Haribhakti & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company for a second term of 5 (five) years from the conclusion of 92^nd Annual General Meeting till the conclusion of 97^th Annual General Meeting. The said auditors continue to be eligible as Statutory Auditors of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Board of Directors of the Company at their meeting held on 15^th May, 2025, subject to the approval of the shareholders at the ensuing AGM, has recommended the appointment of M/s. MKB & Associates, a peer

. reviewed firm of Practicing Company Secretaries

(FRN: P2010WB042700), as the Secretarial Auditor of the Company for a period of 5 years w.e.f. 1^st April, 2025 to 31^st March, 2030.

The Secretarial Audit Report for the year under review is appended hereto as Annexure III. The Secretarial

Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Provisions with regard to the Cost Audit are not applicable to the Company.

15. COMPOSITION, NUMBER AND DATES OF MEETING OF THE BOARD AND COMMITTEES :

The details of the Composition, number and dates of meeting of the Board and Committees held during the financial year 2024-25 are provided in the Corporate

Governance Report. The number of meetings attended by each Director during the financial year 2024-25 are also detailed in the Corporate Governance Report.

All recommendations made by the respective Committees during the FY 2024-25 were accepted by the Board of Directors of the Company.

The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

The Board of Directors of the Company at its meeting held on 23^rd May, 2024 appointed Mr. Raju Shaw as the Nodal Officer of the Company. The details of Nodal Officer are also available on the website of the

Company at www.gkwltd.com.

The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time.

A report on Corporate Governance forms part of this Annual Report.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT : The Business Responsibility and Sustainability Report ("BRSR") covering disclosures on Company's performance on ESG (Environment, Social and Governance) parameters is not applicable to the Company.

The Company has implemented Policy on Related Party Transactions. The policy is available on the website of the Company (https://www.gkwltd.com/ wp-content/uploads/2022/06/Policy-on-Related-Party-Transaction.pdf).

20.2 Policy on Director's Remuneration and KMP

In terms of the requirement of Section 178 of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy (hereinafter referred as "Policy'), which lays down criteria for identifying and/or evaluate persons who are qualified to become Directors, KMP and Senior Management Personnel based on qualification, positive attributes and independence of Directors along with remuneration of Directors, Senior Management Personnel (including Key Managerial Personnel) and other employees.

During the financial year the Company has amended its Policy. The Policy containing the salient features is available on the website of the Company (https://www. gkwltd.com/wp-content/uploads/2022/06/NRC-Policy. pdf).

20.3 Corporate Social Responsibility Policy

Due to carried forward losses as computed under

Section 198 of the Companies Act 2013, the CSR provisions are not currently applicable to your Company. The CSR Policy is available on the website of the Company (https://www.gkwltd.com/wp-content/ uploads/2022/06/Corporate-Social-Responsibility-Policy.pdf)

20.4 Vigil Mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy provides for adequate safeguards against victimization of employees and/or Directors and also provides for direct access to the Chairman of the Audit Committee The Policy is uploaded on the website of the Company (https:// www.gkwltd.com/wp-content/uploads/2022/06/ Vigil-Mechanism.pdf).

Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no cases were pending to be disposed off. The Company has in place an Internal Complaint

Committee as mandated under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. APPLICABILITY OF SECRETARIAL STANDARDS : The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Board of Directors would like to thank the Company's customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.