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.

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:

(' in lakhs)

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 :

5.1 Industry Structure and Developments & Segment
wise Performance

(a) Warehousing business:

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.

(b) Investment and Treasury :

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.

(c) Other Comprehensive Income:

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.

(d) Joint Development Agreement :

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.

(e) Sale of land :

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.

5.2 Opportunities and Threats

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.

5.3 Outlook

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.

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 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).

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

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.

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 are as under 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 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
AND ASSOCIATE COMPANIES :

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 by
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.

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 appli¬
cable 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 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;

(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;

11. DIRECTORS :

The Board of Directors on the recommendation
of Nomination and Remuneration Committee, re¬
appointed 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.

12. STATEMENT OF THE BOARD REGARDING
INDEPENDENT DIRECTORS:

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.

13. KEY MANAGERIAL PERSONNEL :

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. 23^rd
May, 2024.

14. AUDITORS :

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 Comm¬
ittees during the FY 2024-25 were accepted by the
Board of Directors of the Company.

16. DEPOSITS :

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.

17. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF) :

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.

18. CORPORATE GOVERNANCE :

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.

20. VARIOUS POLICIES OF THE COMPANY :

20.1 Policy on Related Party Transactions

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.

pf

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).

21. PARTICULARS AS PER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE(PREVENTIONPROH
IBITION, AND REDRESSAL) ACT, 2013 :

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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board
Sd/-

(K K Bangur)

Date : 15^th May, 2025 Chairman

Place: Kolkata DIN-00029427