GKW Ltd Directors Report

TO THE SHAREHOLDERS

1. The Directors have pleasure in presenting their 96 th Annual Report on the business and operations of GKW Limited (Company) together with the Audited Financial Statement of the Company for the year ended 31 st March, 2026. 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, 2026 along with the previous years performance is summarized below: ( in lakhs)

Particulars	2025-2026	2024-2025
Total Income	4,796.13	3,663.04
Profit before depreciation and Finance Cost	1,620.49	(616.32)
Depreciation and Amortization Expense	372.58	304.75
Finance Cost	834.43	310.53
Profit/(Loss) before Tax	413.48	(1231.60)
Tax Expenses	(644.34)	(615.30)
Profit/(loss) after tax and before	(230.86)	(1846.90)
Other Comprehensive Income
Other Comprehensive Income (net of tax) for the year	5,254.45	23,139.10
Total Comprehensive Income for the year	5,023.59	21,292.20

Total income during the year under review was at 4,796.13 lakhs as against 3,663.04 lakhs in the previous year. Profit /(Loss) before tax during the year under review was at 413.48 lakhs as compared to loss of 1,231.60 lakhs in the previous year. The increase in profit/(loss) before tax of 1,645.08 lakhs was mainly owing to increase in total income of 1133.09 lakhs and decrease in expenses of 1,136.39 lakhs which were offset by increase in employee benefits expenses 32.67 lakhs, depreciation & amortization of 67.83 lakhs and finance cost of 523.90 lakhs. Loss after tax and before Other Comprehensive Income was at 230.86 as compared to 1,846.90 lakhs in the previous year. Other Comprehensive Income (OCI) (net of tax) was 5,254.45 lakhs as compared to 23,139.10 lakhs in the previous year.

The detailed financial performance provided in point no. 5.6 of this Report.

During the year under review, there has been no change in 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 :

No dividend has been recommended for the year under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS :

5.1 Industry Structure and Developments & Segment wise Performance (a) Warehousing business:

During the year under review, the Companys principal business activity, viz. warehousing business, remained steady and lease rentals increased by 8.40% to 1,382.65 lakhs as compared to 1,275.47 lakhs in the previous year. The Company incurred capital expenditure of 320.84 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.

(b) Investment and Treasury :

Investment and Treasury segment generated income of 1,826.73 lakhs during the year under review. This segment includes dividend and interest income of 1,838.02 lakhs, loss on fair valuation of mutual funds in accordance with Ind AS of 75.53 lakhs and profit on redemption of mutual funds (net) of 64.24 Lakhs. During the year under review, the domestic equity markets experienced a periodical volatility and declined significantly in March 2026 due to escalation of tensions at West Asia disrupting the global supply chain and increase in energy prices. The impact of war is visible in the global macro economy and also in domestic economy and growth. It is expected that the stock market will continue to remain sensitive and volatile which can delay recovery. The company continued to adopt a wait-and-watch approach and future investment shall depend on the duration of the current crisis.

(c) Other Comprehensive Income:

As already stated above, due to favorable market price of equity shares resulted in notional gain of 5,550 of the Company is lakhs as compared to notional loss of 5,024 lakhs in the previous year.

(d) Joint Development Agreement :

As reported in the previous year, the company had entered into a Joint Development Agreement (JDA) with Anthurium Developers Limited, which is a subsidiary of Mahindra Lifespace Developers Limited, for development of 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. The developer has successfully obtained the RERA registration of two phases during the year under review. It is expected that this transaction would create value for our shareholders.

(e) Sale of land :

During the year under review, the Company sold at market rate a small portion of land (0.1992 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.

5.2 Opportunities and Threats

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

5.3 Outlook

The outlook for the company remains positive, supported by growth in warehousing segment and continued focus on efficient treasury management.

However, geopolitical developments including escalation of tensions between United States and Iran have introduced uncertainty in both global and domestic economic markets making near to medium term outlook for the Warehousing and Investment

& Treasury segments somewhat unpredictable. Nevertheless, the measures undertaken by the government are expected to support economic stability and help mitigate the impact of such uncertainties.

5.4 Risks and Concerns

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.

5.5 Internal Control Systems and Their Adequacy

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 Companys policies and procedures. The Company has appointed an Internal Auditor to conduct independent audits and submit periodical reports. The 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 higher by 1,133.09 lakhs as compared to the previous year mainly on account of increase in lease rental of 107.18 lakhs and other income of 1,201.71 lakhs which was offset by lower income from Investment and treasury of 175.80 lakhs due to loss on fair valuation of Mutual Funds of 360.65 lakhs as reduced by increase in interest and dividend income by 130.78 lakhs and profit on sale of current investment of 54.07 lakhs. Other Expenses was lower by 1,128.41 lakhs as compared to the previous year mainly due to decrease in payment of 1,769.89 lakhs paid towards brokerage

/legal /professional charges in connection with JDA and under various heads as offset by increase in settlement of certain disputes /claims and others of 641.48 lakhs. Depreciation and amortization expenses and finance cost as per Ind AS were 372.58 lakhs and 834.43 lakhs respectively as compared to depreciation and amortization charge of 304.75 lakhs and finance cost of 310.53 lakhs respectively.

As in the previous year, the Company had no borrowings as on 31 st March, 2026.

During the year under review, your Company has invested a sum of 19,154.10 lakhs in Mutual funds /bonds from maturity proceeds of fixed deposits with banks of 19,870.52 lakhs.

Capital Expenditure for the year amounted to 351.65 lakhs (2024-25: 1,289.99 lakhs) and value of assets put into use during the year amounted to 281.44 lakhs (2024-25: 1,569.32 lakhs).

5.7 Material Developments in Human Resources/Industrial Relation Front, including Number of People Employed

The Company continues to recognise its human resources as one of its most valuable assets and remains committed to maintaining a productive, safe and inclusive work environment. During the year under review, industrial relations remained cordial and harmonious and there were no material developments on the human resources or industrial relations front that adversely impacted the operations of the Company.

The Company is also monitoring developments relating to the implementation of the new labour codes and is taking necessary steps to align its policies, processes and compliance framework with the applicable regulatory requirements.

The total number of permanent employees was 16 as on 31 st March, 2026.

5.8 Significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with explanations and details of any changes in Return on Net worth as compared to the immediately previous financial year along with a detailed explanation thereof

The operating profit margin for the year was 26% as compared to -25% in the previous year. The change of

203% in operating profit margin was due to increase in revenue and reduction in other expenses.

The return on networth for the year was -1% as compared to -10% in the previous year. The increase in Return on Net worth of 87% was due to decrease in Net Loss after tax.

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

6. DETAILS OF SUBSIDIARIES, JOINT VENTURES

AND ASSOCIATE COMPANIES :

During the year under review, no Company has become or ceased to be the Subsidiary, Joint Venture or 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 2025-

26 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 by the regulators, courts or tribunals impacting the going concern status and future 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, 2026, is available on the website of the Company, i.e., www.gkwltd.com.

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

9.3 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. 9.4 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 .

9.5 There are no remarks in the Auditors Report and the Secretarial

Audit Report for the financial year ended 31 st March, 2026, calling for any comments or explanations by the Board. 9.6 No application has been made nor 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, 2026 are provided in Note no. 7 and 12 to the Financial Statement. 9.9 During the year under review, the Company has not entered into any contract/ arrangement / transaction with related parties which is required to be reported in Form AOC–2. All Related Party Transactions entered during financial year 2025-26 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 (2024-2025: NIL).

Out-go in foreign exchange during the year: NIL (2024-2025: 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. The overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus

. goingforwardandimprovingBoardeffectiveness

10. DIRECTORS RESPONSIBILITY STATEMENT :

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 have been followed along with proper explanation relating to material departures; (b) the directors have 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 have taken proper and 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; (d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS :

During the year under review, Mr. Amitabha Chakrabarti, (DIN: 00137451) was re-appointed as 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. Mr. Kishor Shah (DIN: 00193288) and Mr. Mohit Bhuteria (DIN: 00105745) were re-appointed as Independent Directors of the Company for a period of 5 years w.e.f. 23 rd September, 2025. Mrs. Rusha Mitra (DIN:08402204) was re-appointed as Woman Independent Director of the Company for a period of 5 years w.e.f. 11 th February, 2026.

Mr. Krishna Kumar Bangur, Director (DIN:00029427) retires by rotation at the ensuing Annual General

Meeting and being eligible has offered himself for-reappointment. His re-appointment will be placed for approval of the members at the ensuing Annual General Meeting (AGM) and forms part of the 96 th AGM Notice.

12. STATEMENT OF THE BOARD REGARDING INDEPENDENT DIRECTORS :

In the opinion of the Board, all the Directors, including the Directors re-appointed during the year under review possess the requisitequalifications,experience

& expertise and hold high standards of integrity.

13. KEY MANAGERIAL PERSONNEL :

As on 31 st March, 2026, the following are the Key Managerial Personnel (KMPs) of the Company as per Sections 2(51) and 203 of the Act. a) Mr. Amitabha Chakrabarti, Executive Director &

Chief Financial Officer. b) Mr. Raju Shaw, Company Secretary & Compliance

Officer.

14. AUDITORS : sufficient

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

At the 95 th Annual General Meeting held on 31 st July,

2025, M/s. MKB & Associates, a peer reviewed firm of

Practicing Company Secretaries were appointed 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 said auditors continue to be eligible as Secretarial Auditors of the Company.

The Secretarial Audit Report for the year under review is appended hereto as Annexure II . The 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 2025-26 are provided in the Corporate

Governance Report. The number of meetings attended by each Director during the financial year 2025-26 are also detailed in the Corporate Governance Report.

All recommendations made by the respective

Committees during the financial year 2025-26 were accepted by the Board of Directors of the Company.

16. DEPOSITS :

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

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

Mr. Raju Shaw acts as the Nodal Officer of the

Company for matters related to Investor Education and Protection Fund. The details of Nodal Officer are also available on the website of the Company at www.gkwltd.com.

18. CORPORATE GOVERNANCE :

The Company has taken adequate steps to maintain highest standards of governance. The Corporate Governance Report pursuant to Regulation 34(3) read together with Part C of Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

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

20. VARIOUS POLICIES OF THE COMPANY :

20.1 Policy on Related Party Transactions

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The policy is available on the website of the Company https://www.gkwltd.com/wp-content/uploads/2022/06/

RPT-Policy-1.pdf. During the year under review, the Board of Directors had revised the policy on Related Party Transactions in order to align the said policy with the amendments made in Regulation 23 of SEBI Listing Regulations.

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. The Policy 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 the Company.

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 available on the website of the Company https://www.gkwltd.com/wp-content/uploads/2022/06/

Vigil-Mechanism.pdf.

21. MERGER OF CB MANAGEMENT SERVICES PRIVATE LIMITED, REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY: As on the date of this report, M/s. CB Management

Services Private Limited, the existing Registrar and Transfer Agent (RTA) of the Company, w.e.f. 8 th May,

2026 has merged/amalgamated with MUFG Intime India

Private Limited pursuant to Order passed by Regional Director (WR), Registrar of Companies, Mumbai.

Consequent to the aforesaid merger/amalgamation, all business operations and RTA-related functions of CB Management Services Private Limited stood transferred to MUFG Intime India Private Limited.

22. COMPLIANCE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at the workplace which is available on the website of the Company https://www.gkwltd.com/wp-content/uploads/2022/06/POSH.pdf on Prevention of

Sexual Harassment.

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 (POSH Act).

During the year under review, the Ministry of Women and Child Development, GOI, has launched a portal called Sexual Harassment electronic Box (SHe-Box) which provides a single window access to every woman working in an Organisation to facilitate online registration of complaint related to sexual harassment. The Company has complied with the applicable statutory requirements, including registration of its Internal Committee on the SHe-Box portal, as mandated by the Ministry of Women and Child Development. During the reporting period, the details of number complaints received by the Company under the POSH Act are as follows:

Sr. No. Particulars	Number
1. No. of Complaints at the beginning of the year	Nil
2. No. of complaints of sexual harassment received in the year	Nil
3. No. of complaints disposed off during the year	Nil
4. No. of cases pending for more than ninety days	Nil
5. No. of Complaints at the beginning of the year	Nil

23. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961:

The Company is committed to supporting and promoting the welfare of its women employees.

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year under review.

24. APPLICABILITY OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/ advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Companys performance.

For and on behalf of the Board

Sd/-
(K K Bangur)
Chairman
DIN:00029427

Date: 27 th May, 2026
Place: Kolkata