GKW Ltd Directors Report

TO THE SHAREHOLDERS

1. The Directors have pleasure in presenting their 94^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, 2024. 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, 2024 along with the previous years performance is summarized below:

Particulars	2023-2024	2022-2023
Total Income	3910.33	2069.03
Profit before depreciation and Finance Cost	2022.66	1392.55
Depreciation and Amortization Expense	113.32	99.59
Finance Cost	0.67	1.14
Profit before Tax	1908.67	1291.82
Tax Expenses	523.52	414.43
Profit after tax and before	1385.15	877.39
Other Comprehensive Income
Other Comprehensive Income (net of tax) for the year	13632.79	(9630.36)
Total Comprehensive Income for the year	15017.94	(8752.97)

Total income during the year under review was at 3910.33 lakhs as against 2069.03 lakhs in the previous year. Profit before tax was at1908.67 lakhs as compared to 1291.82 lakhs in the previous year.

The increase in total income and profit before tax was mainly owing to higher rental income and gain in mark to market valuation on mutual funds. Other Comprehensive Income (OCI) was positive of 13632.79 lakhs mainly due to favourable market price of equity investments as comparedtonegative9630.36lakhsinthepreviousyear. 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

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 17% to 1116.23 lakhs as compared to 950.86 lakhs in the previous year. The Company incurred capital expenditure of 406.72 lakhs for refurbishing/re-construction of covered sheds to facilitate the implementation of new/temporary leases entered into during the year and also for installation of additional modern transformer capacity, internal roads etc.

The Company is actively pursuing further expansion of the warehousing area and related infrastructure to develop comprehensive warehousing & logistic hub at Howrah through out the year under review.

(b) Investment and Treasury :

Investment and Treasury segment generated income of 2760.77 lakhs during the year under review. This segment includes dividend and interest income of 1255.29 lakhs, MTM valuation of mutual funds/bonds in accordance with Ind AS of 1514.56 lakhs and gain/ (loss) on redemption of mutual Funds and Bonds (net) of 9.08 Lakhs.

The Indian stock market showed phenomenal improvement amidst volatility from the lows at the end of 2022-23 and the bench mark indices had touched record high in few occasions during the year under review. However, recent development in escalation in geopolitical tensions, slowdown in global economic, the stock market is expected to be sensitive and volatile and the future investment of the companys funds shall depend on the performance of the Indian economy and the stability in the financial market,

(c) Other Comprehensive Income:

As already stated above, due to favorable fluctuation in market prices of equity shares resulted in notional gain of 13640 lakhs as compared to notional loss of 9612 lakhs in the previous year. 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 tensions, hardening of crude oil, global inflations, volatile financial market as stated above, made the future outlook somewhat 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 competition, technological obsolescence, changes in Government policy with regard to 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, in order 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. 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 higher by 1841.30 lakhs as compared to the previous year mainly on account of increase in Lease rental of 165.37 lakhs, notional gain on fair valuation of current investments of 1664.49 lakhs, increase in interest and dividend income of 23.55 lakhs, offset by lower other income of3.03 lakhs and loss on sale of unquoted investment of 9.08 lakhs. Depreciation and amortization expenses include amortization charge on right of use assets of 113.32 lakhs and finance cost of0.67 lakhs.

As in the previous year, the Company had no borrowings as on 31^st March, 2024.

During the year under review, your Company has re-invested a sum of 3228.93 lakhsof mainly by redeploying 1705.93 lakhs from maturity proceeds of fixed deposits with banks and 1523 lakhs from maturity proceeds of Bonds . Capital Expenditure for the year amounted to 885.66 lakhs (2022-23: 323.16 lakhs) and value of assets put into use during the year amounted to 643.66 lakhs (2022-23: 303.41 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, 2024. 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. 47 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 2023-

24 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 Companys 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, 2024 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 Auditors Report and the Secretarial Audit Report for the financial year ended 31 ^st March, 2024, 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, 2024 are provided in Note no.6 and 11 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 into during FY 2023-24 were on arms length basis and also in the ordinary course of business. Please also refer to Note no. 42 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 was NIL (2022-2023: NIL).

Out-go in foreign exchange during the year was NIL (2022-2023: 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, Individual Directors, and Chairman 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.

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 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 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; (c) the directors had 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 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 one year w.e.f. 1^st April, 2024 to 31^st March, 2025 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 24^th March, 2024. Mr. Krishna Kumar Bangur (DIN-00029427) retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for-reappointment.

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.

Mr. Sudhir Kumar Banthiya (FCS:8460) resigned as the Company Secretary & Compliance Officer of the Company w.e.f. the close of the business hours of 27^th March, 2024. 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 the 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; the Board has appointed CS Arup Kumar Roy, Practicing Company Secretary, as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025.

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 2023-24 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each

Director during the financial year 2023-24 are also detailed in the Corporate Governance Report.

All recommendations made by the Audit Committee during the FY 2023-24 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)

Mr. Sudhir Kumar Banthiya, the Nodal Officer of the

Company resigned w.e.f. the close of the business hours of 27^th March, 2024. 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 of the Company are also available on the website 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 BUSINESSRESPONSIBILITYANDSUSTAINABILITY 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 implemented Policy on Related Party Transactions. The policy is available on the website of the Company (https://gkwltd.com/investor-relation/).

20.2 Policy on Directors 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) of the Company. The policy is available on the website of the Company (https://gkwltd.com/investor-relation/).

The salient features of the policy are as detailed in the Corporate Governance Report forming part of this Annual Report.

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://gkwltd.com/investor-relation/).

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://gkwltd.com/investor-relation/).

21. PARTICULARS AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION,

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 complied with provisions relating to the constitution of the Internal Complaint Committee 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 Companys customers, employees, shareholders, bankers, financial advisors, suppliers and all others associated with the Company for their continued support.