gateway distriparks ltd share price Directors report

Dear Members,

Your directors have pleasure in presenting the Eighteenth (18th) Directors Report on the business and operations of the Company together with the financial statements for the financial year ended on 31st March, 2023.

FINANCIAL SUMMARY

(Rs. in Lacs)

Particular			Standalone		Consolidated
			Year Ended 31st March, 2023	Year Ended 31st March, 2022	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Revenue from operations			1,39,605.72	1,36,024.35	1,42,094.20	1,37,366.40
Other Income			2,807.98	3,441.20	2,208.56	3,316.00
Total Revenue			1,42,413.70	1,39,465.55	1,44,302.76	1,40,682.40
Profit before Financial Charges, Depreciation			38,218.94	39,633.79	39,054.39	40,169.79
Less: Financial Costs			4,275.42	6,257.90	4,530.22	6,470.13
Profit before Depreciation, Exceptional Items & Taxes			33,943.52	33,375.89	34,524.17	33,699.66
A. Depreciation			9,970.66	12,454.69	10,393.51	12,766.86
B. Exceptional items			-	-	-	-
Taxation
– Current Tax			4,208.72	3,713.37	4,293.76	3,719.66
Adjustment for earlier periods	tax	relating to	-	-2,223.95		-2,223.95
– Deferred (Released)	Tax	Charged/	-3,819.09	-3,058.74	-3,855.70	-2,866.18
Profit for the year before share of profit/(loss) of associates and joint venture			23,583.23	22,490.52	23,692.59	22,303.27
Share of profit/(loss) of associate (net of tax)			-	-	497.57	78.80
Share of profit/(loss) of Joint venture (net of tax)			-	-	-	-
Profit for the year			23,583.23	22,490.52	24,190.16	22,382.07
Other comprehensive income (net of tax)			-12.93	58.60	-12.85	58.90
Add: Profit brought forward from Previous year			85,954.82	69,597.69	88,957.88	72,711.83
Less: Adjustments pursuant to scheme of arrangement (Demerger)			-	-	-
Transfer from Debenture Redemption Reserve			-	55.00	-	55.00

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Directors Report : Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited)

Particular	Standalone		Consolidated
	Year Ended 31st March, 2023	Year Ended 31st March, 2022	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Profit available for appropriation
APPROPRIATIONS
Dividend	9,992.88	6,246.99	9,992.88	6,246.99
Non-controlling interests	-	-	-200.38	-2.93
Tax on Dividend	-	-	-	-
Interim Dividend	-	-	-	-
Tax on Interim Dividend	-	-	-	-
Transferred to General Reserves	-	-	-	-
Balance carried forward to Balance Sheet	99,532.24	85,954.82	1,02,941.93	88,957.88
Paid-up equity share capital (Face value of Rs. 10/- each)	49,964.38	49,964.38	49,964.38	49,964.38

OPERATIONAL PERFORMANCE

Consolidated performance

During the year under review, the total revenue from operations and other income was Rs. 144,302.76 Lacs as against Rs. 140,682.40 Lacs of previous year. Profit before taxation was Rs. 24,628.23 Lacs as against Rs. 21,011.60 Lacs of previous year (i.e. Increased by approx. 17.21 Percent) during the year whereas the finance cost has been decreased to Rs. 4,530.22 Lacs from Rs. 6,470.13 Lacs. Net Profit after taxes of the Company has Increased by approx. 8.08 Percent year on year basis.

Standalone performance

During the year under review, the total revenue from operations and other income was Rs. 142,413.70 Lacs as against 139,465.55 Lacs of previous year. Profit before taxation was Rs. 23,972.86 Lacs as against Rs. 20,921.20 Lacs of previous year (i.e. Increase by approx

14.59 Percent) during the year and finance cost has been decreased to Rs. 4,275.42 Lacs from Rs. 6,257.90 Lacs. Net Profit after taxes of the Company has increased by approximate 4.86 Percent year on year basis.

BUSINESS UPDATE

ACQUISITION

The Board of Directors of the Company, at its meeting held on 31st October 2022 had approved the acquisition of upto 100% shareholding of Kashipur Infrastructure

and Freight Terminal Private Limited ("KIFTPL"), comprising of 63,20,700 equity shares vide. execution of the Share Purchase Agreement ("SPA") with KIFTPL and its majority shareholders. The acquisition brings synergy in the operations of the Company. KIFTPL is engaged in the business of operating a private freight terminal and inland container depot at Kashipur, Uttarakhand for the purpose of providing logistics services to its customers. KIFTPL provides only terminal services, while rail services are provided by other container train operators. For this acquisition, the Company started providing the exclusive rail services to this ICD using its existing fleet of 31 trains. It will also offer all terminal services and road transportation, thereby transitioning this ICD to a full multimodal logistics park. In terms of the SPA, the agreed purchase consideration for the acquisition of 99.92% shareholding of KIFTPL from its majority shareholders is INR 1,558,689,290 (Indian Rupees One Hundred Fifty Five Crores Eighty Six Lakh Eighty Nine Thousand Two Hundred Ninety Only). The company is in process to acquire the remaining 0.08% of shares in KIFTPL. The acquisition completed within third quarter of Financial Year 2022-23.

CHANGE IN THE NATURE OF BUSINESS

During the year under review; the Company has not changed the nature of its Business.

SHARE CAPITAL & RESERVES

During the year under review, there has been no change in the Share Capital of the Company.

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Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited) : Directors Report

During the year under review, the Company has not transferred any amount to the Reserves.

DIVIDEND

During the year under review, No final dividend has been recommended by the Board. However the Board of Directors have approved the following interim dividend, details for which are as under:

• First Interim dividend of Rs. 1.25 (@12.5%) per equity share declared on April, 26 2022
• Second Interim dividend of Rs. 0.75 (@7.5%) per equity share declared on February 6, 2023

SCHEME OF ARRANGEMENT

The Company duly complied with the requirement pursuant to composite scheme of amalgamation (merger by absorption) amongst Gateway Distriparks Limited ("GDL"), Gateway East India Private Limited ("GEIPL") and Gateway Rail Freight Limited ("GRFL") and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act 2013 and rules framed thereunder ("Scheme"), as approved and sanctioned by the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") vide order dated December 02, 2021 effective from 28th December 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification(s)/amendment(s) thereof for the time being in force.

Further all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meets / fulfills the criteria / conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. Roni & Associates, practicing Company Secretaries confirming that none of the Directors on the Board of the Company

for the Financial Year ending on 31st March, 2023 are debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. A copy of the Certificate is enclosed as "Annexure-I".

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 17 Annual General Meeting approved the Re-appointment of Mr. Samvid Gupta (DIN: 05320765)) as Director of the Company, liable to retire by rotation.

Mr. Anuj Kalia, Company Secretary & Compliance Officer (Membership Number: ACS 31850) resigned from his position w.e.f from the closure of the business hours on 29th March, 2023.

Mr. Sachin Surendra Bhanushali, Chief Executive Officer of the Company retired from his position w.e.f from the closure of the business hours from 31st October, 2022.

Mr. Ishaan Gupta, Joint Managing Director is liable to retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director subject to the approval of Shareholders of the Company.

A brief profile of the above mentioned director seeking appointment / re-appointment at the ensuing 18 Annual General Meeting (18 AGM) of the Company has been provided as Annexure to the Notice of this AGM. In compliance with the provisions of Companies Act, 2013, Listing Regulations and other applicable provisions, if any, the required consents / declarations showing the willingness and confirming that they are eligible and are not disqualified from being appointed / re-appointed / continued as Director were duly received from all the as Director(s) / Key Managerial Personnel(s) of the Company.

All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with

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Directors Report : Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited)

the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

During the year under review, except than above mentioned there is no change in Directorship & Key Managerial Personnel(s) of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 10 (Ten) times in the FY 2022-23. Number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report. The compliance of intervening gap between any two meetings was well within the purview Companies Act, 2013 & SEBI Listing Regulations, read with Circulars/notifications/ amendments thereof as may be issued/notified by Ministry of Corporate Affairs & SEBI from time to time.

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and other applicable provisions, if any. The Board of Directors ("Board") at its meeting held on 26th May, 2023, carried out the performance evaluation of its own performance and that of its committees and individual directors.

A suggestive evaluation format (structured questionnaire) for the performance evaluation, based on the approved criteria, was provided to all the Directors for their evaluation and was also placed/ presented before the members of the Board to give their comments therein for facilitating the performance evaluation of individual directors, the Board as a whole and its committees.

The Nomination and Remuneration Committee evaluated the performance of the independent directors based on attendance record, intensity of participation at meetings, quality of interventions, special contributions and inter-personal relationships with other Directors and management.

The Independent Directors of your Company at their meeting held on 6th February, 2023 (without the presence of Non-Independent Directors and members of Management), reviewed the performance of the Board as a whole and the Board Committees. They have also evaluated the performance of Non Independent Directors and the Chairman of your Company taking

into account the views of Executive Directors and Non-Executive Directors, attendance records, intensity of participation at meetings, Quality of interventions, Special contributions and Inter-personal relationships with other Directors and management.

Based on the above the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy etc.

The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory.

The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfills the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

DIFFERENCE IN AMOUNT OF VALUATIONS, IF ANY

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

DEPOSITS FROM PUBLIC

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year and hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

COMMITTEES

The details of the composition of the Committees, meetings held, attendance of Committee Members at such meetings and other relevant details are provided in Report on Corporate Governance that forms part of this Annual Report.

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Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited) : Directors Report

AUDITORS

Secretarial Auditors & Auditors Reports

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, is any, the Board of Directors has appointed Mr. D P Gupta, FCS, Managing Partner of M/s. S.G.S Associates LLP, Company Secretaries in practice, bearing CP. No. 1509 as Secretarial Auditor of the Company, to conduct Secretarial Auditor the Company for the FY 2022-23. The Secretarial Audit Report for the FY ended 31st March, 2023 is annexed herewith marked as Annexure-II, to this Report.

Further, the Secretarial Audit Report for the FY 2022- 23 does not contain any qualification, reservation or adverse remarks.

CORPORATE SOCIAL RESPONSIBILITY & POLICY

In terms of provisions of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which formulates and recommends to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company. Details pertaining to the composition, number of meetings of the committee, attendance at the meetings Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report forming part of this annual report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.gatewaydistriparks.com/Policies.php.

Our Focus: At Gateway, we are committed to identifying and supporting programs aimed for promoting Education, Animal Welfare, Protecting Environment and ensuring Sustainability, Vocation Skills, Rural development, Eradicating hunger, Malnutrition. etc. Based on the above criteria, following CSR activities were undertaken by the Company:

1. Payment of Tution fees on behalf of 6 students belonging to Economically Weaker Sections, studying at The Pine Crest School, Gurugram (Promoting Education)
2. Tree Plantation Drive, Maintained by Save Aravalli Trust at Pali Hills, Faridabad (Environmental Sustainability)
3. Scholarships to Students (Promoting Education)
4. CBC Machines for Animals (Animal Welfare)
5. Bharat Lok Skhisha Parishad ( Ekal Vidhalya – Rural Areas) 100 Ekal Vidhalya) 22,000 per vidhayala) (Promoting Education)
6. Solar Electrification Project at H.V. Desai Eye Hospital, Pune (Ensuring environmental sustainability)
7. Amar Jyoti ( for children with disability) (option 1) – sponsorship of Students (Promoting Education)
8. Amar Jyoti ( for children with disability) (option 2)

– Skill Development – Beauty Culture Department (Vocation Skills)

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Directors Report : Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited)

9. Computer on Wheels ( Ekal Vidhalya) (Promoting Education)
10. Robinhood Army (Eradicating hunger, Malnutrition)
11. Purchasing Table / Chairs for School - Suraj Kanya Sikhsalya (Promoting Education)
12. Goonj - Rural development projects (Rural development projects)

Further, in terms of Section 135 and rules made thereunder an annual report on CSR activities, expenditure, committee composition etc. is provided as Annexure III to the Directors report.

Statutory Auditors & Auditors Reports

M/s. S. R. Batliboi & Co. LLP, was re-appointed as Statutory Auditors of the Company for second term of 5 (Five) years from the conclusion of 17 Annual General Meeting until the conclusion of the 22nd Annual General Meeting to be held in the year 2027, on such terms and remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors by the Shareholders at the 17 Annual General Meeting.

M/s. S. R. Batliboi & Co. LLP have confirmed that they are not disqualified and are eligible from being continuing as Statutory Auditor of the Company under the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As confirmed to Audit Committee and stated in their report on financial statements, the Auditors have reported their independence from the Company and its subsidiary according to the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) and the ethical requirements relevant to audit.

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Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited) : Directors Report

During the year under review there was no incident related to fraud which was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Hence, no detail is required to be disclosed under Section 134 (3) (ca) of the said Act. The Auditors Reports (Standalone & Consolidated) to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on financial Statement referred to in the Auditors Report are self- explanatory and do not require any further comments.

Directors Responsibility Statement

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-

1. in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.
2. such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of your Company for the financial year ended 31st March 2023 and of the profit of your Company for that period.
3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
4. the annual accounts for the year ended 31st March 2023 have been prepared on a going concern basis.
5. your Company has laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively.
6. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.
8. ANNUAL RETURN - As required, pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 every company shall place the copy of annual return on the website of the Company, if any and shall provide the web-link of the same in this report.

Therefore, the Annual return is uploaded on the website of the Company at: https://www. gatewaydistriparks.com/Annual-return.php.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. A certificate from M/s. Roni & Associates, Practicing Company Secretaries, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance. A report on corporate governance and certificate of compliance is given as "Annexure – IV" of this Report

RISK ASSESSMENT, RISK MITIGATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and Risk Mitigation Procedure to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks. Details on the Companys risk management framework, risk evaluation, risk identification etc. is provided in the Management Discussion and Analysis Report forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed here with marked as Annexure V to this Report.

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Directors Report : Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited)

POLICIES OF THE COMPANY

NOMINATION, REMUNERATION & EVALUATION POLICY

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, Key Managerial Personnel(s) ("KMP") and other employees is available on the Companys website: https://www.gatewaydistriparks. com/Policies.php

RISK MANAGEMENT COMMITTEE & POLICY

The details regarding the constitution of Risk Management Committee are provided in the Corporate Governance Report and the Risk Management Policy is available on the Companys website at: https://www. gatewaydistriparks.com/Policies.php. The said Policy shall provide the Shareholders with the understanding of Risk factors / parameters and its process of monitoring and mitigation.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Companys Code of Conduct and Ethics. The policy is hosted on the website of the Company at https://www.gatewaydistriparks.com/Policies.php..

DIVIDEND DISTRIBUTION POLICY

The Company has a Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to shareholders and/or retention or plough back of its profits. The Policy is available on the website of the Company at https://www.gatewaydistriparks.com/Policies.php.

CODE ON PREVENTION OF INSIDER TRADING

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Companys securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit Committee/Board at regular intervals. The code is hosted on the website of the Company at https://www. gatewaydistriparks.com/Policies.php

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in "Annexure-VI".

Further, the managerial remuneration is also provided in the Corporate Governance Report. The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is applicable and forms part of the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under section 186 have been disclosed in the financial statements.

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Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited) : Directors Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in Form AOC - 2 are appended as "Annexure VII" forming part of this report.

CORPORATE GOVERNANCE

We strive to attain high standards of corporate governance while dealing with all our stakeholders and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of Listing Regulation. The "Report on Corporate Governance" forms an integral part of this report and is set out as separate section to this annual report. A certificate from M/s. Roni & Associates, Practicing Company Secretaries, the statutory auditors of the Company, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of Listing Regulations is annexed with the report on corporate governance.

DETAILS OF NON-COMPLIANCE - PENALTIES IMPOSED BY STOCK EXCHANGES

Equity Shares of the Company received Trading Approval from the Stock Exchanges on 17th March, 2022 and the equity shares were listed on 22nd March, 2022 at the BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges"). However since then no penalties or strictures have been imposed on the Company by the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is presented in a separate section forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no other material orders have been passed by the Regulators/Court or Tribunals

which can impact the going concern status and Companys operation in future.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company has acquired 99.92% shareholding of M/s. Kashipur Infrastructure and Freight Terminal Private Limited and accordingly KIFTPL become Subsidiary of the Company.

Financial performance for the FY 2022-23 of the Associates and Joint Venture Companies are disclosed in the financial statements which forms part of this annual report. A statement in form AOC-1, containing the salient features of the financial statements of the joint venture and associate company is provided as Annexure VIII.

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

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a ‘Policy on redressal of Sexual Harassment at Work Place as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his/her complaint to Internal Complaints Committee, constituted with duly compliance under the Sexual Harassment Act, for this purpose to their Manager or HR personnels.

We affirm that adequate access has been provided to any complainant who wished to register a complaint under the policy, but one complaint was received/ filed by person during the year under review and the said complaint was duly resolved and no complaint is pending to be resolved as at the end of the year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI (Listing Regulations), 2015, read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has prescribed the format for the

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Gateway Distriparks Limited (formerly known as Gateway Rail Freight Limited)

Business Responsibility and Sustainability Reporting (BRSR) in respect of reporting on ESG (Environment, Social and Governance) parameters by listed entities mandates the inclusion of Business Responsibility and Sustainability Report (‘BRSR) for top 1000 listed companies based on market capitalization as on 31st March, 2023. In compliance with the same the Company has formulated Business Responsibility and Sustainability Reporting Initiatives, Policy, and Framework at its Board Meeting held on 2nd August, 2023. The BRSR Report for the Financial Year ended 31st March, 2023 is enclosed as Annexure-IX with this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Secretarial Compliance Report for the Financial Year 2022-23 received from M/s Roni & Associates is enclosed as Annexure-X.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

During the Financial Year 2022-23, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The details of foreign currency exposure are disclosed in Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this annual report.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilisation of the Companys resources for sustainable and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for their dedication, hard work, commitment and collective team work, which has enabled the Company to remain at the forefront of the industry despite increased competition and challenges.

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from its Customers and also extend their appreciation to Bankers, various departments of Central and State Government(s) and other stakeholders.

For and on behalf of the Board of Directors

PREM KISHAN DASS GUPTA

Place: New Delhi Chairman & Managing Director

Date: 2nd August, 2023 DIN: 00011670