Gamco Ltd Directors Report

To,

The Members of,

Gamco Ltd.

The Board has pleasure in presenting the 44 th Annual Report of the Company together with the Audited Statement of Accounts period ended on 31st March, 2026 along with Auditors Report thereon.

FINANCIAL PERFORMANCE OF THE COMPANY

During the year under review, the Company did not record any profit before tax for the year ended March 31, 2026, on a standalone basis. A summary of the financial performance of the Company on a standalone and consolidated basis for the financial year ended March 31, 2026, is given below:

(Amount in H Lakh)

Particulars	Standalone		Consolidated
	2025- 2026	2024- 2025	2025 - 2026	2024- 2025
	Current Year	Previous year	Current Year	Previous year
Revenue from Operations	27,821.62	5,018.68	30,141.68	6,150.57
Other Income	56.94	78.26	75.64	95.74
Total Income	27,878.56	5,096.94	30,217.32	6,246.31
Total Expenditure	32,203.96	4,484.79	34,685.92	5,461.18
Share of Profit of Associates	-	-	(34.21)	(0.91)
Profit/(loss) before Prior Period Items & Tax	(4,325.40)	612.15	(4,468.60)	785.13
Less: Prior Period Items	-	-	-	-
Profit/(Loss) Before Tax	(4,325.40)	612.15	(4,468.60)	785.13
Less: Taxes	(16.67)	490.24	21.34	534.71
Deferred tax charge (credit)	191.21	(394.37)	190.29	(394.36)
Profit /(Loss) After Tax	(4,499.94)	516.28	(4,680.23)	644.78
Less: Profit for the year attributable to Non Controlling Interest	-	-	(0.53)	3.29
Profit attributable to the owners of the Company	(4,499.94)	516.28	(4,717.06)	640.58
Other Comprehensive Income/(Loss) for the year	11,517.25	32.62	11,522.25	32.62
Add: Balance b/f from the previous year	1,828.74	1,383.09	2,050.02	1,504.94
Balance available for appropriation	2,648.46	1932.00	2,639.28	2,178.14
Less: Appropriations: Dividend Paid	(54.03)	-	-	-
Transferred to Statutory Reserve	-	103.26	-	(128.12)
Balance Profit /(Loss) c/f to the next year	(2,702.49)	1,828.74	(2,693.31)	2,050.02

EVENTS UNDERTAKEN DURING THE FINANCIAL YEAR

During the year under review the Company has acquired 96.26% equity shares of Uma Properties & Traders Limited (UPTL). Consequent to the aforesaid acquisition UPTL has become subsidiary of the Company w.e.f 23rd October, 2025.

EVENTS SUBSEQUENT TO THE CLOSURE OF THE FINANCIAL YEAR ENDED MARCH 31, 2026

After the end of current financial Year 2025-2026 the Scheme of Amalgamation of Complify Trade Private Limited, (a wholly owned subsidiary of the Company), with Gamco Limited was sanctioned by the Honble Regional Director, Eastern

Region, Ministry of Corporate Affairs, vide Order dated April 22, 2026. Pursuant to the Scheme becoming effective, from 1 st April 2026 Complify Trade Private Limited stood amalgamated with the Company and consequently ceased to be its wholly owned subsidiary.

Further, pursuant to the above mentioned Scheme of Amalgamation, the shareholding of the Company in Decorum Infrastructure Private Limited (DIPL) has increased to approximately 31.43% and consequently DIPL has become an Associate of the Company.

After the end of current financial Year 2025-2026 the Company has sold the 100

% of its stake in its subsidiary Visco Advisory Private Limited (VAPL). On completion of the transaction on 3 rd August, 2026, VAPL ceases to be the subsidiary of the Company.

After the end of current financial Year 2025-2026 the Company has acquired 33.33% equity stake in Blissara Resorts Private Limited (Blissara). The acquisition was completed on 7th August, 2026 and consequent to the acquisition Blissara has become an Associate Company of the Company accordingly.

Standalone

During the year under review, on standalone basis, the total Income from the operation increased to H27,821.62 Lakhs for the current FY 2025-26 as compared to H5,018.68 Lakhs for the previous FY 2024-25. Total Net loss of the H4,499.94 Lakhs was incurred for the current FY 2025-26 as compared to profit of H516.28 Lakhs for the previous FY 2024-25.

Consolidated

During the year under review, on consolidated basis, the total Income from the operation has increased to H30,141.68 lakhs as compared to H6150.57 Lakhs for the previous FY 2024-25. Total Net loss was of H4,680.23 Lakhs was incurred for the current FY 2025-26 as compared to profit of H644.78 Lakhs for the previous FY 2024-25.

REVIEW OF OPERATIONS & BUSINESS ACTIVITIES & FUTURE OUTLOOK

During the year under the review, your Company has made a loss after Tax of H4,499.94 Lakhs as against Profit after Tax of H516.28 Lakhs for the Financial Year 2024-2025 on standalone basis.

During the year under the review, your Company has made a loss after Tax of H4,680.23 Lakhs

as against Profit after Tax H644.78 Lakhs for Financial Year 2024-2025 on consolidated basis

The Company is carrying on the business of Non-Banking Financial Company and holds a valid Certificate of Registration issued by Reserve Bank of India. Your directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

TRANSFER TO RESERVES

During the financial year under review, the Company has incurred a loss of H4,499.94 lakhs as against a profit of H516.28 lakhs in the previous financial year.

In view of the loss incurred during the year, no amount has been transferred to the Statutory Reserve maintained under Section 45-IC of the Reserve Bank of India Act, 1934.

BORROWINGS

The total borrowings was at H26,349.01 lakhs as on March 31, 2026, as against H12,865.38 lakhs as on March 31, 2025, representing an increase of H13,483.63 lakhs during the year. The increase in borrowings was primarily attributable to the enhanced funding requirements for expansion and strengthening of the Companys business operations.

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

In terms of requirement of Regulation 34(2)

(e) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Management Discussion and Analysis Reports, capturing your companys performance, industry trends and other material changes is set out in Annexure 1 and forms part of this report

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulation a Report on Corporate Governance together with the Auditor Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure 2 forming part of this Report.

DIVIDEND

As the Company has incurred a loss during the financial year 2025-2026 and continues to be in its growth phase, the Board of Directors does not recommend any dividend or Interim dividend for the financial year ended March 31, 2026. The Company remains committed to strengthening

its financial position and supporting its long-term growth objectives.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), No amount is required to be transferred during the year under review to the Investor Education and Protection Fund.

SHARE CAPITAL

During the year under review the Authorised Share Capital of the Company was H15,00,00,000 (Rupees Fifteen Crores Only) divided into 7,50,00,000 (Seven Crores Fifty Lakhs Only) Equity Shares of H2/- (Rupees Two Only).

Pursuant to the Scheme of Amalgamation of Complify Trade Private Limited (a wholly owned Subsidiary of the Company) with Gamco Limited as approved by Regional Director (RD), Eastern Region, Ministry of Corporate Affairs, Kolkata vide order dated 22 nd April, 2026 and becoming effective upon filing of the certified copies of the orders with the Registrar of Companies, the Authorised Share Capital of the Company has been increased from H15,00,00,000 (Rupees Fifteen Crores) divided into 7,50,00,000 (Seven Crores Fifty Lakh) equity shares of H2/- each to H15,27,00,000 (Rupees Fifteen Crores Twenty-Seven Lakh) divided into 7,63,50,000 (Seven Crores Sixty Lakhs Twenty Seven Thousand Only) equity shares of H2/ each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31 st March, 2026 was H10,80,63000 (Ten Crores Eighty Lakhs Sixty Three Thousand Only)consisting of 5,40,31,500 (Five Crores Forty Lakhs Thirty one Thousand Five Hundred Only) Equity Shares of H2/-each.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review. The Company is carrying on the business of Non-Banking Financial Company and holds a valid Certificate of Registration issued by Reserve Bank of India.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affect the financial position of the Company except as disclosed.

PREFERENTIAL ALLOTMENT

The Board of Directors, at its meeting held on 17 th August, 2026, approved the proposal to issue and allot up to 43,05,960 (Forty three lakhs Five ThousandNine Hundred and Sixty) Equity Shares of face value of H2/- each, at a price of H50/- per share (including a premium of H48/- per share), aggregating to H21,52,98,000 (Twenty one Crore Fifty two Lakh Ninety eight Thousand only) on a preferential basis to Non-Promoters Category.

This proposed issue is subject to the approval of the Shareholders of the Company and other regulatory approvals, as may be applicable. The resolution for the same is being placed before the members for their approval at the ensuing 44 th Annual General Meeting of the Company proposed to be held on 16th September, 2026. The funds raised through the proposed issue will be utilized for the partial repayment of the Securred loans availed by the Company.

SUBSIDIARY AND ASSOCIATES

As on 31 st March, 2026, the Company has

7 (Seven) unlisted non - material Subsidiary Companies, and 6 (Six) Associates Companies:

Subsidiary Companies

M/s. Visco Advisory Pvt. Ltd; (Ceases to be the subsidiary wef 3rd August, 2026 )

M/s. Gamco Logistics Pvt Ltd;

M/s. Gamco Industrial Logistics Park Private Limited (Formerly: Visco Freehold Pvt. Ltd);

M/s. Gamco Industrial and Logistics Park (E) Pvt Ltd., (Formerly: Visco Glass Works Pvt. Ltd).;

M/s. Chowrasta Stores Private Limited;

M/s. Complify Trade Private Limited (Merged with Gamco Limited by order dt 22nd April, 2026) and

M/s Uma Properties & Traders Limited (w.e.f 23rd October, 2025)

Associate Companies

M/s. Elika Realestate Pvt. Ltd

M/s. Nayek Paper Industries Limited

M/s. Ancher Freehold Pvt Ltd

M/s. Dhaataa Property Pvt Ltd

M/s. Shalimar Gamco Pvt ltd

M/s. Shalimar Gamco Glasses Pvt Ltd.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company together with the Auditors Report are included in the Annual Report. A separate statement, containing the salient features of the Financial Statements of the Associate & Subsidiary Companies, in the prescribed Form AOC-1, is annexed as Annexure-3 in the Annual Report.

The Company has no Material Subsidiary during the Financial Year ended 31 st March, 2026. In accordance with LODR Regulations, the Companys policy specifying the criteria for determining the Material Subsidiaries is available in the Company website at https://www.gamco. co.in/

There has been no change in the nature of business of subsidiaries during the year.

FINANCE

The Company continues to manage its capital, receivables, inventories and other working capital parameters in a very prudent and judicious way. These are kept under strict check through continuous monitoring. The financing is done from the Companys own Equity, along with secured and unsecured borrowings.

RISK MANAGEMENT

Risk Management framework commensurate with the nature and size of business. The aim of risk management of your Company is to identify, monitor and take precautionary measures to mitigate the risks to which your Company is exposed to. Your Companys risk management policy is embedded in the business processes.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The critical audit observations are shared with the audit committee on a quarterly basis for an effective monitoring of controls and implementation of recommendations. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Further, the Company has adequate Internal Financial Controls system in place.

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

PUBLIC DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company and therefore, it has not accepted any public deposit during the year. Further, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RBI GUIDELINES

As a Non-Deposit Taking NBFC, your Company always aims to operate in compliance with applicable RBI Laws, Rules and Regulations and employs its best efforts towards achieving the same.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Vinay Kumar Goenka (DIN: 01687463) Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members at the ensuing Annual General Meeting of the Company.

During the year under review, Mr. Dinesh Arya (DIN: 00168213) was appointed as Non-Executive Independent director w.e.f 31 st July, 2025 for the term of 2 years.

After the year end, Mr. Satish Kumar Garg (DIN: 11671752) was appointed as Non-Executive Independent Director of the Company (Additional) w.e.f. 21 st May, 2026 for the term of 3 years.

Mrs. Megha Patodia resigned from the office of Company Secretary and Compliance Officer of the Company due to personal reasons with effect from the close of business hours on 16 th May, 2025. Thereafter, Mr. Risbh Kumar Singhi (ACS 52762) was appointed as the Company Secretary and Compliance Officer of the Company in compliance with the provisions of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f 27th June, 2025. Subsequently, Mr. Risbh Kumar Singhi resigned from the said office with effect from the close of business hours on 31st March, 2026. Thereafter, Ms. Monika Kedia (ACS 26726) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 21st May, 2026. Ms. Monika Kedia has also been designated as the Nodal Officer of the Company under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The composition of the Board and KMPs as on 31 st March, 2026 are given below:

Sl. No Name	Designation	Category
1. Rajeev Goenka	Executive Director Managing Director	Promoter -Executive Director/Key Managerial Person
2. Vinay Kumar Goenka	Non-Executive Director	Non-Executive - Non-Independent Director
3. Dipak Sundarka	Whole Time Director	Executive Director/ Key Managerial Person
4. Nitin Daga	Independent Director	Non-Executive-Independent Director
5. Ayushi Khaitan	Independent Director	Non-Executive- Independent Director
6. Rhythm Arora	Independent Director	Non-Executive- Independent Director
7. Dinesh Arya	Independent Director	Non-Executive- Independent Director
8. Gopal Kumar Roy	Chief Financial Officer	Key Managerial Person
9. Megha Patodia (up to 16 th May, 2025)	Company Secretary & Compliance Officer	Key Managerial Person
10. Risbh Kumar Singhi (Up to 31 st March, 2026)	Company Secretary & Compliance Officer	Key Managerial Person

DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations).

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required including proficiency to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any other such statutory authority.

A certificate of Non-Disqualification of Directors furnished by M/s. Babu Lal Patni., Company Secretaries as required under Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of Listing Regulations is attached as Annexure 8.

NOMINATION AND REMUNERATION POLICY

In pursuance of the provisions of Section

178 of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Nomination & Remuneration Policy. There has

been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the web link https://www.gamco.co.in/investor- relation.html

The Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an Independent Director, the person should fulfil the criteria of independence as prescribed under the Companies Act, 2013 and rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed & variable components of remuneration to the Whole-time Director and payment of sitting fee & commission to the Non-Executive Directors.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3)

(c) of the Companies Act, 2013, your Directors state that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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;

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

the Directors had prepared the annual accounts on a going concern basis;

the Directors, in the case of a listed company, 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

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.

BOARD MEETINGS

During the Financial Year 2025-2026, 10 (Ten) Board meetings were held on 5 th May, 2025, 27th June, 2025, 31st July, 2025, 21st August, 2025, 24th September, 2025, 14th October,

2025;22 nd October, 2025, 20th November, 2025, 19th January, 2026; and 22nd January, 2026. The intervening gap between the two Board Meetings was within the period as prescribed under the Companies Act, 2013.

COMMITTEES

Audit Committee

The Composition procedure, role/function of the Audit Committee complies with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee. During the year under review

8 (Eight) meetings of the Audit Committee were held on 5 th May, 2025, 31st July, 2025,

21 st August, 2025;24th September, 2025, 14th October, 2025, 22nd October, 2025, 20th November, 2025, 22nd January, 2026

During the financial year there was no reconstitution of Audit Committee and the composition of committee as on 31 st March, 2026 is as follows:

Sl. No	Name	Designation	Category
1.	Nitin Daga	Chairman	Non-Executive-Independent Director
2.	Rajeev Goenka	Member	Executive Director
3.	Ayushi Khaitan	Member	Non-Executive-Independent Director

Nomination and Remuneration Committee The remuneration and nomination committee has been constituted by the Board of Directors to review and / or recommend regarding the

composition of the Board; identify independency of Directors and the remuneration of the Executive Directors of the Company in accordance with the guidelines lay out by the statute and the listing agreement with the stock exchange. The committee evaluates and approves the appointment and remuneration of senior executives, the Companys remuneration plan, policies and programs and any other benefits. During the year 1 (One) meeting of the nomination and remuneration committee were held on 22 nd January, 2026.

During the financial year there was no reconstitutionof Nominationand Remuneration Committee and the composition of committee as on 31 st March, 2026 is as follows:

Sl. No	Name	Designation	Category
1.	Rhythm Arora	Chairman	Non-Executive-Independent Director
2.	Ayushi Khaitan	Member	Non-Executive-Independent Director
3.	Vinay Kumar Goenka	Member	Non-Executive - Non Independent Director

Stake Holder Relationship Committee

The Shareholders/Investors Grievance Committee is to look into the specific Complaints received from the Shareholders of the Company. During the year under review 1 (One) meeting of

the Stakeholders Relationship Committee were held on 22 nd January, 2026. Investor grievances are resolved by the Committee who operates subject to the overall supervision of the Board. The Committee meets on the requirement basis during the financial year to monitor and review the matters relating to investor grievances.

The Company had not received any complaints from its investors during the financial year 2025-26. At present there are no complaints pending to be resolved before SEBI SCORES.

During the financial year there was no reconstitution of Stake Holder Relationship Committee and the composition of committee as on 31 st March, 2026 is as follows:

Sl. No	Name	Designation	Category
1.	Nitin Daga	Chairman	Non-Executive-Independent Director
2.	Ayushi Khaitan	Member	Non-Executive-Independent Director
3.	Dipak Sundarka	Member	Executive Director

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV to the Companies Act, 2013, the Independent Directors had a separate meeting on March 16, 2026 without the attendance of non-independent Directors and members of management. All Independent Directors were present at the said meeting.

At the said meeting, the Independent Directors, inter-alia reviewed the following:

the performance of Non-Independent Directors, the Board as a whole and that of its committees.

the performance of the Chairperson of the Company, considering the views of Executive Directors and Non - Executive Directors; and

the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company. The Independent Directors were also satisfied with the quality,

quantity and timeliness of flow of information between the Company, Management and the Board.

The name of the Directors and their attendance at the Meeting is provided in the Corporate Governance Report forming part of this Integrated Annual Report

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to acquaint new directors with the business of the Company, we provide them Annual Reports and relevant materials. In-addition to these, we also provide them guided presentation towards business of the Company. This helps them to gauge investment strategy, marketing strategy and overall business operation of the Company. The brief details of the familiarisation programme are available on the website of the Company at the link: https:// www.gamco.co.in/investor-relation.html

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism anda Whistle Blower Policy in place to enable its Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Your Company is committed to adhere to highest standards of ethical, moral and legal business conduct and to open communication, and to provide adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at https://www.gamco.co.in/ investor-relation.html .

AUDITORS & AUDITORS REPORT STATUTORY AUDIT

As per the recommendation of Audit Committee,

Board and subsequent approval of the Members in 40 th Annual General Meeting M/s Pawan Gupta & Co, Chartered Accountants, (ICAI Firm Registration Number: 318115E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) of the Company held on 22nd September, 2022, for a term of five consecutive years commencing from conclusion of the 40th AGM up to the conclusion of the 45th AGM to be held in the year 2027.

The Statutory Auditors report for the year ended 31 st March, 2026 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (LODR) Regulations, 2015, Mr. Babu Lal Patni (FCS: 2304), Practicing Company Secretary, a peer reviewed firm, was appointed as Secretarial Auditor of the Company for a term of 5 years commencing from the conclusion of 43 rd AGM up to the conclusion of 48th AGM of the Company to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2026 is annexed herewith as Annexure - 4 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. During the financial year, your Company has complied with applicable Secretarial Standards respectively.

INTERNAL AUDITORS

M/s Kandoi & Associates, Chartered Accountants was appointed by the Board of Directors as the Internal Auditor of the Company for the financial year 2025-2026. The Report of the Internal Audit is placed before Audit Committee.

M/s V. Singhi & Associates, Chartered Accountants were appointed as the internal Auditor of the Company for the financial year ended 2026-2027.

COST AUDIT AND COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the Company.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by a Practicing Company Secretary (PCS) has been submitted to the Stock Exchanges within the stipulated time as mentioned in SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/109 dated

June 25, 2020 and the same is also available on the website of the Company at https://www. gamco.co.in/investor-relation.html

FRAUD

No fraud under Section 143(12) has been reported by any of the auditors to the management of the Company. Further, none of the Auditors of the Company has reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

CODE OF CONDUCT

A Code of Conduct as applicable to the Board of Directors and Senior Management Personnel has been displayed on the Companys website at https://www.gamco.co.in/investor-relation. html.The Code requires Directors and Senior Management Personnel to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Companys business interests

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has put in place an adequate system of internal financial controls commensurate with the nature of its business and the size and complexities of its operations. The internal control procedures have been planned and designed to provide reasonable assurance of compliance with the various policies, practices and statutes in keeping with the organisation pace of growth and achieving its objectives efficiently and economically.

The internal controls, risk management and governance processes are duly reviewed for their adequacy and effectiveness through periodic audits. Post-audit reviews are also carried out to ensure that audit recommendations are implemented. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. Independence of the Internal Auditors is ensured by way of direct reporting to the Audit Committee.

Your Company in preparing its financial statements, makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

INTERNAL AUDIT

The Company has an adequate and effective internal audit system commensurate with the nature, size and complexity of its business operations. The internal audit framework is designed to provide reasonable assurance on the adequacy and effectiveness of internal controls, risk management processes and governance practices.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 17 th August, 2026, appointed M/s V. Singhi & Associates, Chartered Accountants as the Internal Auditors of the Company for the financial year 2026-2027. The Internal Auditors conduct audits based on a risk-based annual audit plan approved and periodically reviewed by the Audit Committee. The audit findings and recommendations are placed before the Audit Committee on a regular basis, and appropriate corrective actions are taken to strengthen the internal control environment

RISK MANAGEMENT

The Company has an adequate Risk Management Framework for identifying, assessing, monitoring and mitigating key business risks. A Risk Register identifying key risks is maintained and reviewed periodically, and appropriate mitigation measures are implemented to ensure effective risk management.

ANNUAL FINANCIAL STATEMENTS

The Annual Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies [Indian Accounting Standards] Rules, 2015 (Ind AS) along with notification under section 133 of the Act and other relevant provisions as amended form part of the Annual Report and are reflected in the Annual Financial Statements of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE

There are no significant or material orders passed by the regulators/courts/tribunals that could impact the going concern status of the Company and its future operations. However, members attention is drawn to the statement

on contingent liabilities, commitments in the notes forming part of the financial statements

CONSERVATIONOFENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company is a Non-Banking Financial Company and therefore, information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

ANNUAL RETURN (MGT-7)

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as at March 31, 2026 is hosted on the website of the Company at the link at: https://www.gamco.co.in/.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is Non-Banking Financial Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the Financial Year 2025-26 and hence, no complaint is outstanding as on 31 st March, 2026 for redressal.

As per requirement of the POSH Act, your Company follows calendar-year for annual filing with statutory authority. The following is the summary of the complaints received and disposed of during the Calendar Year 2026:

Complaints Received	Complaints Disposed	Complaints pending as on March 31, 2026
0	0	0

COMPLIANCE WITH THE MATERNITY BENEFIT ACT.

During the year under review, your Company has duly complied with all applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements related to maternity leave, benefits, and workplace support. This compliance reflects the organizations commitment to upholding employee welfare and adhering to labour laws designed to protect the rights of working mothers

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board and Committee Meetings (SS-1) and General Meetings (SS-2).

GOVERNANCE AND COMPLIANCE

The Secretarial and Legal functions of the Company ensure the maintenance of good governance within the organization. They assist the business in functioning smoothly by being always compliant and providing strategic business partnership in the areas including legislative expertise, corporate governance, regulatory changes and group structure restructuring.

OTHER DISCLOSURES

The Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees as specified under section 143(12) of the Act, details of which needs to be mentioned in this Report.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

INDUSTRIAL RELATIONS

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organisation.

CAUTIONARY STATEMENT

Statement in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections,

estimates, expectations or predictions may be forward-looking statement within the meaning of applicable laws and regulations.

CEO AND CFO CERTIFICATION

In terms of Part B of Schedule II of Listing Regulations, the CEO/ MD and the CFO of the Company certify to the Board regarding review of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies, etc.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. During the year, the Company continued to undertake CSR initiatives in key focus areas such as education, environmental sustainability, skill development, Protection of Indian Heritage, Art & Culture and community welfare, particularly in and around its areas of operation. These initiatives reflect the Companys commitment to inclusive growth and sustainable development. The Company complies with the prescribed CSR obligations and endeavours to create a positive and lasting impact on society through its CSR programmes.

The Company has a CSR Committee and has adopted a CSR Policy, which can be accessed at https://www.gamco.co.in/investor-relation. html . A report on Corporate Social Responsibility (CSR) is attached as Annexure 5 forming part of this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, which was amended from time to time. All Directors, employees and other designated persons and their relatives, who could have access to unpublished price sensitive information of the Company, are governed by this Code. The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. During the year under review there has been due compliance with the code.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employees remuneration and other

particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure 6.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

None of the employees of the Company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

TRANSACTIONS WITH RELATED PARTIES - SCOPE OF SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has duly complied with the requirements of the Companies Act, 2013 while dealing with any related parties. The details of the transaction entered into with the Related Parties in form AOC2 as are disclosed in Annexure-7 and notes of the Financial Statements.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 6 Female Employees: 2 Transgender Employees: NIL.

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and

equal opportunity for all individuals, regardless of gender.

LISTING OF SHARES

The equity shares of the Company continue to be listed at BSE Limited-Scrip Code: 540097.

GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities and Exchange Board of India and as a continuing endeavour

towards Go Green initiative undertaken by the MCA, the Company proposes to send all the correspondences/communications including Notice. and Annual Report etc. to shareholders at their e-mail address already registered with the Depository Participants (DPs) and Registrar and Share Transfer Agents (RTA). In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with their DPs/ the Companys RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically. Your Board of Directors wish to place on record its sincere appreciation for the dedicated services rendered by the executives, staff and workers at all levels for smooth functioning of all the facilities

ANNEXURES FORMING PART OF THIS DIRECTORS REPORT

The Annexures referred to in this Report and other information which are required to be

disclosed are annexed herewith and forms a part of this Report of the Directors:

Management Discussion & Analysis Report	Annexure 1
Corporate Governance Report	Annexure 2
Disclosure under AOC 1	Annexure 3
Secretarial Audit Report	Annexure 4
Report on CSR Activities	Annexure 5
Particulars of Employees	Annexure 6
Disclosure under AOC 2	Annexure 7
Certificate of Non-Disqualification of Directors	Annexure 8

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the cooperation and support extended by the Government, Banks/ Financial Institutions, and all other business partners and the services rendered by the employees at all levels who have been directly or indirectly connected with the Company.

		For and on behalf of the Company GAMCO LIMITED
Place: Kolkata	Sd/- (Dipak Sundarka) Executive Director	Sd/- (Rajeev Goenka) Managing Director
Date: 17 th August, 2026	DIN: 05297111	DIN: 03472302