Gateway Distriparks Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the Twentieth (20th) Director s Report on the business and operations of the Company together with the financial statements for the financial year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE/ HIGHLIGHTS AND STATE OF THE COMPANYS AFFAIRS

(Rs. in Lacs)

	Standalone		Consolidated
Particular	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from operations	1,50,499.08	1,49,693.64	1,68,055.53	1,53,613.07
Other Income	4,425.55	2,293.55	3,116.93	1,705.54
Total Revenue	1,54,924.63	1,51,987.19	1,71,172.46	1,55,318.61
Profit before Financial Charges, Depreciation	38,940.30	37,641.16	41,695.94	39,668.36
Less: Financial Costs	3,966.08	4,295.92	4,776.98	4,608.38
Profit before Depreciation, Exceptional Items & Taxes	34,974.22	33,345.24	36918.96	35,059.98
A. Depreciation	9,147.65	8,815.07	11,518.64	9,491.75
B. Exceptional items	-	-	13,197.62	-
Taxation
Current Tax	4,535.63	4,377.36	4,717.35	4,467.09
Adjustment for tax relating to earlier periods	410.43	-	410.43	-
Deferred Tax Charged/ (Released)	-2,984.42	-4,383.66	-3,806.43	-4,164.57
Profit for the year before share of profit/(loss) of associates and joint venture	23,864.93	24,536.47	37276.59	25,265.71
Share of profit/(loss) of associate (net of tax)	-	-	99.01	560.81
Share of profit/(loss) of Joint venture (net of tax)	-	-	-	-
Profit for the year	23,864.93	24,536.47	37375.60	25,826.52
Other comprehensive income (net of tax)	-6.27	- 29.05	-0.86	-29.71
Add: Profit brought forward from Previous year	114046.78	99,532.24	117642.75	1,02,941.93
Less: Adjustments pursuant to scheme of arrangement (Demerger)	-	-	-	-
Transfer to Capital Redemption Reserve	-	-	-330.00	-900
Profit available for appropriation
Appropriations	-	-	-	-
Dividend	9992.88	9992.88	9993.27	9992.88

	Standalone		Consolidated
Particular	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Non-controlling interests	-	-	292.08	-203.11
Tax on Dividend		-
Interim Dividend		-		-
Tax on Interim Dividend		-		-
Transferred to General Reserves		-		-
Balance carried forward to Balance Sheet	1,27,912.56	1,14,046.78	1,44,402.12	1,17,642.75
Paid-up equity share capital (Face value of Rs. 10/- each)	49,964.38	49,964.38	49,964.38	49,964.38

* The above figures are extracted from the Standalone and Consolidated Financial Statements with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ( " the Act " ) read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act.

OPERATIONAL PERFORMANCE

The FY 2024-25, has witnessed a steady growth in revenue as well as in the profitability.

CONSOLIDATED PERFORMANCE

During the year under review, the total revenue from operations was Rs. 1,68,055.53 Lacs as against Rs. 1,53,613.07 Lacs of previous year. Profit before taxation was Rs. 25,499.33 Lacs as against Rs. 26,129.04 Lacs of previous year. The finance cost has been increased to Rs. 4,776.98 Lacs from Rs.4,608.38 Lacs. Net Profit after taxes of the Company has increased by approx. 44.71 Percent year on year basis.

STANDALONE PERFORMANCE

During the year under review, the total revenue from operations was Rs.1,50,499.08 Lacs as against 1,49,693.64 Lacs of previous year. Profit before taxation was Rs. 25,826.57 Lacs as against Rs. 24,530 and finance cost was Rs. 3,966.08 Lacs as against Rs. 4,295.92 Lacs previous year. Net Profit after taxes of the Company has decreased by approximate 2.74% year on year basis.

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March, 2025, your Company had three (3) Subsidiary Companies, 1 (One) Joint Ventures Company, and " NIL " Associate Company(ies). In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary companies and joint venture companies.

During the year under review, the Company has undertaken staggered acquisition (approx. 4.77% of the total paid up capital) in the Snowman Logistics Limited ( " Snowman " ), therefrom the Snowman becomes the material subsidiary of the Company w.e.f. December 24, 2024, under the provisions of SEBI (LODR) Regulations, 2015. Except to that, there is no other company which has ceased / became Subsidiary/Joint Venture/Associate Company during the year under review.

The matter to acquire the balance 0.08% of shareholding, constituting 5,000 shares of the M/s. Kashipur Infrastructure and Freight Terminal Private Limited ( " Kashipur " ) from Fourcee Infrastructure Equipments Private Limited ( " Fourcee " ) i.e. currently in Liquidation and is under consideration before the Official Liquidator, Hon ble High Court, Mumbai and once the Order is passed in the favour, then the Kashipur shall be the Wholly-Owned Subsidiary of the Company.

Financial performance for the FY 2024-25 of the Subsidiaries /Associates and Joint Venture Companies and their contribution to the overall performance of the Company in Form AOC-1 are provided as

" Annexure VII." highlights and performance of Subsidiaries of the Company are also detailed below: Further,keyfinancial i. Snowman Logistics Limited

During the year under review, the total revenue from operations and other income was Rs.55,677.23 Lacs as before taxation wasagainst Rs .51,013.98Lacsofpreviousyear.Profit .599.47 Lacs as against Rs.2,524.65 Lacs of previous year and finance cost was Rs.2,445.55 Lacs as against Rs.2,379.97 Lacs of previous year. Net Profit after taxes of the Company has decreased by approximate 55.21 Percent year on year basis. ii. Gateway Distriparks (Kerala) Limited

During the year under review, the total revenue from operations and other income was Rs.1,727.49 Lacs as against Rs.2040.90Lacs Profitbefore taxation was Rs.330.11 Lacs as against Rs.527.20 Lacs previousyear. of previous year and finance cost was Rs.308.60 Lacs as against Rs.358.82 Lacs of previous year. Net Profit after taxes of the Company has decreased by approximate 45.35 Percent, year on year basis. iii. Kashipur Infrastructure And Freight Terminal Private Limited

During the year under review, the total revenue from operations and other income was Rs.1,721.47 Lacs as against Rs.2,624.04 Lacs of previous year. Profit before taxation was Rs.335.73 Lacs as against Rs.1,170.62 Lacs of previous year and finance cost was Rs.0.60 Lacs after taxes of the Company has decreased by approximate 71.72 Percent year on year basis. iv. Container Gateway Limited

During the year under review, the other income was Rs.60,720 as against Rs.46,871 of previous year. Profit/(Loss) before taxation was Rs.(29,160) as against Rs.(55,399) of previous year. Net loss after taxes of the Company has decreased from Rs.55,399 to Rs.29,160.

BUSINESS UPDATE

Gateway Distriparks Limited is the ICD-CFS operator in the country and offers one of Indias widest networks. The

Company operates an asset light business model and its core business comprises of Container Freight Stations (CFS) and Inland Container Depots (ICD). We operate 5 ICD facilities i.e. ICD Gurgaon (Garhi Harsaru), ICD Faridabad (Piyala), ICD Ludhiana (Sahnewal), ICD Kashipur and ICD Viramgam and 5 CFS facilities i.e. CFS Nhava Sheva, CFS

Chennai, CFS Visakhapatnam, CFS Krishnapatnam and CFS Kochi in India. CFS-ICD facilities are a vital cog in the

EXIM supply chain of the country. We are also well placed to capture the ICD opportunity driven by the development and forward strides in Dedicated Freight Corridors (DFC). ICD Garhi Harsaru being the largest contributor in the Company s ICD business. We are operating a fleet of 34 trainsets along with 560+ trailers for transportation between its facilities and maritime ports, as well as first & last mile connectivity to provide end to end solutions to the EXIM industry. The company offers general & bonded warehousing, rail & road transportation, container handling services and other value added services. Through Snowman Logistics Limited, its Subsidiary Company, the company offers also cold chain logistics and 5PL distribution services through 44 warehouses the country.

Rail Vertical : Rail vertical handled a total throughput of 360,084 TEUs in FY2025 with 2% decline. This was primarily due to ongoing disruptions in the Red Sea region and decline in commodity imports?€”particularly waste paper and scrap at Kashipur and Ludhiana. However, volumes began to recover in the latter part of the year, with Q4 recording a 7% growth compared to the same quarter last year. This positive momentum is expected to continue going forward.

Despite the volume dip, the Company maintained its margins and retained market share, leveraging its extensive network and double-stack capabilities. The addition of ICD Faridabad as its third double-stack hub, along with the launch of Kandla service, further strengthened its operational efficiency and service offerings.

CFS Vertical: The CFS vertical handled total loaded throughput of 320,084 TEUs in FY2025, registering a growth of 1.20% compared to FY2023. Volume performance was consistent all year round in spite of the Red Sea crisis and other business challenges.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 remained at Rs.49,964.38 lakhs and there was no change in the same.

The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the company held instruments convertible into equity shares of the Company.

INCREASE STAKE IN SNOWMAN LOGISTICS LIMITED

During the year under review, the Company acquired additional equity stake (approx. 4.77% of the total paid up capital of in Snowman Logistics Limited ( " SLL " ), in SLL from the open market. With this acquisition, the shareholding of GDL in SLL now stands at 50.01% as on March 31, 2025. Accordingly, SLL has become a Material Subsidiary Company of the Company, with effect from December 24, 2024.

DIVIDEND

During the year under review, no final dividend has been recommended by the Board of Directors. However, the

Board of Directors approved the payment of following interim dividends during the year under review, details of which are as under:

?€? First Interim dividend of Rs.1.25 (@12.5%) per equity share declared on August, 08 2024.

?€? Second Interim dividend of Rs. 0.75 (@7.5%) per equity share declared on February 03, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

The existing composition of the Board is fully in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( " Listing Regulations " ) includinganystatutorymodification(s) thereof, for the time being in force.

As on the date of this report, the Board comprises of a balanced mix of Executive, Non-Executive and Independent

Directors including Women Director. 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 the criteria / conditions of Independence as prescribed under the Companies Directorscontinuestomeets/fulfills Act, 2013 and Listing Regulations and are Independent of the management of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, the Company has obtained a Certificate from M/s. Neeraj Bajaj & Associates, Practicing Company Secretaries confirming that none of the Directors on the Board of the Company for the Financial Year ending on 31st March, 2025 have been debarred or disqualified from being appointed or 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 confirmingthat they continue to meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs for the Independent

Directors.

The details of familiarization programmes conducted for Independent Directors are mentioned in the Report of Corporate Governance forming part of the Annual Report.

During the year under review, the shareholders of the Company at its 19 th Annual General Meeting approved the reappointment:

1. Mr. Prem Kishan Dass Gupta (DIN: 00011670) as Director of the Company, liable to retire by rotation.

2. Mr. Anil Aggarwal (DIN: 01385684) as Non-Executive Independent Directors of the Company for a second term of 5 (five) consecutive years commencing from April 18, 2025 upto April 17, 2030 (both days inclusive).

Further, Mr. Samvid Gupta (DIN: 05320765), Joint Managing Director is liable to retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director of the Company, subject to the approval of Shareholders of the Company.

A brief profile of the above mentioned director seeking appointment / re-appointment at the ensuing 20 th Annual General Meeting 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 confirmingthat 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 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. Further, none of the Directors of the Company are disqualified under Section 164(2) of the Act and rules made thereunder. b) Key Managerial Personnel

During the year under review, Mr. Sikander Yadav, Chief Financial Officer of the Company resigned from his position w.e.f. from the closure of the business hours from May 31, 2024.

Subsequently, Mr. Kartik Aiyer was appointed as Chief Financial Officer of the Company w.e.f. from the opening of the business hours on August 08, 2024.

During the year under review, except to the above-mentioned changes, there were no changes in Directorship & Key Managerial Personnel(s) of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 5 (Five) times in the FY 2024-25. Number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year under review 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 of the Companies Act, 2013 & SEBI Listing Regulations, read with Circulars / notifications/ amendments thereof as may be issued / y Ministry of Corporate Affairs & SEBI from time to time. b notified

BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and based on the " Guidance Note on Board Evaluation " issued by SEBI and other applicable provisions, if any, the Board of Directors has carried out annual evaluation of its own performance and that of its committees and individual directors.

The evaluation was carried out by the Nomination and Remuneration Committee ( " NRC " ) and the Board of Directors considering the performance and that of its committees and individual directors 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. Further, based on the performance evaluation, the ratings were given by Directors, a report as to such ratings were prepared, wherein the performance of Individual directors, board and committee was rated as " outstanding " for the financial year 2024-2025 that the overall rating of evaluation of the Board as whole and Chairperson for discharging its duties is 4.63 out of 5 & 5 out of 5, respectively, wherein 1 is considered as Poor & 5 is considered as Excellent / Outstanding.

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

Company.

DEPOSITS FROM PUBLIC

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

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined

?€? Audit Committee

Nomination & Remuneration Committee

?€? Stakeholders Relationship Committee

Corporate Social Responsibility Committee

?€? Risk Management Committee

?€? Finance Committee

?€? Implementation Committee

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. Further, during the year under review, all recommendations made by the Audit Committee was accepted by the Board.

AUDITORS Statutory Auditors

M/s. S. R. Batliboi & Co. LLP, to hold its office as Statutory Auditor of the Company until the conclusion of the 22 nd Annual General Meeting to be held in the year 2027, on such terms and remuneration as may be mutually agreed among the Board of Directors of the Company and the Statutory Auditors by the Shareholders.

M/s. S. R. Batliboi&Co.LLPhaveconfirmedthattheyarenotdisqualifiedand 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 as 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.

Statutory Audit Reports

Statutory Auditor has given/issued modifiedopinion regarding the alleged provisional attachment orders previously issued by the Initiating Officer, with respect to the land parcels held by the individual for new ICD project in Jaipur, thereby holding the aforesaid property to be Benami Property, and the individual as Benamidar and the Company as Beneficial Owner. Thereafter a recent Order was passed by the Adjudicating Authority of the Prohibition of Benami Property Transactions Act, 1988 for maintaining the stay and restraining the transfer or otherwise dealt in any manner of the said land parcel which were provisionally attached by the Jaipur tax department under the provisions of the Act in the previous year. The Company strongly disagreed with order and filed an appeal before the relevant authorities.

Secretarial Auditors

The Board of Directors has appointed M/s Neeraj Arora & Associates, a firm of Company Secretaries in Practice, (ICSI Peer reviewed certificate No. 3738/2023) as Secretarial Auditor of the Company, to conduct Secretarial Auditor the Company for the FY 2024-25.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, M/s Neeraj Arora and Associates, a firm of Company Secretaries in Practice, (ICSI Peer reviewed certificate No. 3738/2023) has been appointed as a Secretarial Auditors to undertake the Secretarial Audit of Company for a term of five (5) consecutive years from 2025-26 to 2029-30 on such terms and conditions as mutually agreed among the Secretarial Auditor & Company. Secretarial Auditors also have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial your Company

Secretarial Audit Report

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed herewith marked as Annexure-II, to this Report.

Further, the Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks.

FRAUDS REPORTED BY AUDITORS

During the period under review, the Statutory Auditor or Secretarial Auditor or Internal Auditor have not reported any instances of fraud in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 to the Audit Committee/ Board or Central Government.

CORPORATE SOCIAL RESPONSIBILITY AND POLICY

In terms of provisions of Section 135 of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with circulars, if any issued by Ministry of Corporate Affairs, the Company s CSR Committee 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. The Policy further recommends the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy.

Further the 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://gatewaydistriparks.com/investors.

At Gateway, we remain committed to identifying and supporting programs aimed for encouraging and promoting

Education, Animal Welfare, Protecting Environment, Healthcare, Medical, Disaster relief including rehabilitation and reconstruction of livelihood and ensuring Sustainability, Vocation Skills, Rural development, Eradicating hunger,

Malnutrition etc. Based on the above, following CSR activities were undertaken by the Company, either directly or through approved implementing agencies, during the year under review:

Sr. No	Name & Location of the Project	Areas/Subjects under Schedule VII of the Companies Act, 2013	Amt in Rs. Lakhs	Manner of Execution
1.	Education Scholarships (10 Students Scholarships to School in Noida)	Promoting education	4.06	Through Implementing Agencies (Pine Crest School)
2.	Indian Cancer Society (Medical Aid & Support to Cancer Patients)	Aid Medical / Healthcare	36.9	Through Implementing Agency ( \u201c Cancer Mut Dilli)
3.	Scholarships to Students & Awareness Programs	Promoting education / Activities	16.25	Through Implementing Agencies (Bana Foundation)
4.	Navghar School, Maharashtra (Repair or Maintenance of Building)	Promoting education / Activities	21.25	Direct (Navghar School)
5.	Distribution of Books/ Copies at several School located at Navi Mumbai, Raigarh	Promoting education	3.39	Direct
6.	Theosophical Society Educational Institution	Medical Aid / Healthcare	4.19	Through Implementing Agency (Besant Memorial Animal Dispensary)
7.	Digital Literacy Lab	Promoting education	11.04	Through Implementing Agency (Ritinjali)
8.	Robin Hood	Eradicating Poverty/ Support to Poor / needy	6.30	Through Implementing Agency (Lakshya Jeevan Jagriti)
9.	Shri Rishikul Vidyapeeth	Eradicating Poverty	5.00	Through Implementing Agency
10.	Ekal on Wheels (Running Busses for Education)	Promoting education	35.92	Through Implementing Agency (Ekal Gramothan Foundation)
11.	Bharat Lok Shiksha Parishad (Support to 100 Ekal Vidyalayas)	Promoting education	22.00	Through Implementing Agency
12.	Chisty Foundation (Langar Facility at Ajmer Dargah)	Serving Poor / Needy	1.80	Direct
13.	Eenadu Relief Fund (Funds for relief and rehab. Of victims of Chennai Floods)	Disaster management, including relief, rehabilitation and reconstruction activities	100.00	Direct
14.	Support for educational programme Amar Jyoti School, Gwalior 2024-25	Promoting education	44.00	Through Implementing Agency (Amar Jyoti Foundation)
15.	Workshop on \u201c Mental Health Issues \u201d	Promoting education	1.20	Through Implementing Agency (Amar Jyoti Foundation)
16.	Aid / Support to Orphanage	Promoting education	12.00	Through Implementing Agency (Delhi Council for Child Welfare- PALNA)
17.	Godhuli	Serving Poor / Needy / Child Welfare	4.00	Through Implementing Agency
18.	Friendicoes	Animal Health & Care	20.09	Through Implementing Agency
19.	GMGR Trust- Suraj Kanya Shikshalaya	Promoting education	10.00	Through Implementing Agency
20.	Shri Pratayaksha Charitable trust	Promoting education	80.50	Through Implementing Agency
	TOTAL		439.89

Further, in terms of Section 135 and rules made thereunder, the Company has set off of excess amount of Rs.8 Lakhs CSR spent of in previous year. Therefore, in aggregate the company has spent the entire eligible amount during the financial year 2024-25 i.e. Rs.447.89 Lakhs. An annual report on CSR activities in the prescribed format as required under Rule 8 of the Companies (CSR Policy) Rules, 2014 is provided as Annexure III to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement,itisherebyconfirmedthat:-i. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. 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 March 31, 2025 and of the profit of your Company for that period. iii. 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. iv. the annual accounts for the year ended March 31, 2025 have been prepared on a going concern basis. v. 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. vi. proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively.

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.

RISK ASSESSMENT, RISK MINIMISATION PROCEDURE

In line with the regulatory requirements, the Company has formally framed a Risk Assessment and Risk Minimisation

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 Company s risk management framework, risk evaluation, risk identification etc. is provided in the Management Discussion and Analysis Report forming part of this report. Also presently, there are no risk which may threaten the existence of the Company.

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-IV to this Report.

POLICIES OF THE COMPANY ANTI-BRIBERY POLICY

The Anti-bribery Policy provides the guiding principles for conducting its business ethically in line with the applicable laws such as the Prevention of Corruption Act, 1988 and in adherence to the reporting requirement under the Business Responsibility & Sustainability Report, with the aim for zero tolerance policy towards bribery and corruption. The said policy is hosted on the website of the Company at: https://gatewaydistriparks.com/Uploads/ prospectus/2083pdctfile_Anti-BriberyandCorruption(ABC)Policy.pdf

STATIONERY POLICY

The Stationery Policy is implemented as per the requirement of Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI / HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 which mandates every listed entity and the Registrar and Transfer Agents (RTA) to frame a written policy for maintaining strict control on the usage of stationery including blank certificates, dividend / interest / redemption warrants. The said policy is available on the website of the Company at: https://gatewaydistriparks.com/Uploads/prospectus/2084pdctfile

NOMINATION & REMUNERATION POLICY

The nomination and remuneration policy of the Company 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 Company s website: https://gatewaydistriparks.com/Uploads/prospectus/571pdctfile_GDL NominationRemunerationandBoardEvaluationPolicy.pdf

RISK MANAGEMENT COMMITTEE & POLICY

The Risk Management Policy provide the Shareholders with the understanding of Risk factors / parameters and its process of monitoring and mitigation. 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 Company s website at: https://gatewaydistriparks.com/Uploads/prospectus/572pdctfile_RiskManagementPolicy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company s Code of Conduct and Ethics. The Policy provides adequate safeguard against victimization to the Whistle Blower and enables them to raise concerns and provides an option of direct access to the Chairman of Audit Committee.

The Audit Committee of the Board oversees the functioning of the vigil mechanism and reviews the findings, if any. During the period under review, none of the personnel have been denied access to the Chairman of the Audit Committee. Also, no complaint was received by the Company under the vigil mechanism during the period under review.

The policy is hosted on the website of the Company at: https://gatewaydistriparks.com/Uploads/prospectus/2134pdctfile_WhistleblowerPolicyver_2.0.pdf

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution 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://gatewaydistriparks.com/Uploads/prospectus/579pdctfile_DividendDistributionPolicy.pdf

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 Company s 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://gatewaydistriparks.com/Uploads/prospectus/2128pdctfile_GDL-CodeofPreventionofInsiderTrading_Ver-2.0.pdf

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-V" .

Further, the statement containing particulars of employees remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Rules, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Shareholders, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Shareholder desirous of obtaining the same may write to the Company at investors@gatewaydistriparks.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of March 31, 2025 have been disclosed in the notes to the standalone financial statements.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing regulations with the Stock Exchanges. 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 as " Annexure VI" . A certificate from M/s. Neeraj Bajaj & 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.

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 occurred between the end of financial year 2024-2025 and on the date of this report.

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.

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

The Company is committed to providing a safe and conducive work environment to all its employees and associates.

The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of

" The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 " covering all employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company and its subsidiaries and/or its affiliated or group companies are also covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation. The Company has set up an Internal Complaints Committee for the aforesaid purpose.

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

The Policy on Prevention of Sexual Harassment as approved by the Board is available on the Company s website and can be accessed at: https://gatewaydistriparks.com/Uploads/prospectus/570pdctfilePreventionofSexualHarrasementPolicy

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report ( BRSR ) as provided under SEBI Circular no. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 dated May 10, 2021 including any amendments thereof, read with the Circulars issued by the National Stock Exchange of India Limited vide. Ref. No: NSE/CML/2024/11 & BSE Limited Notice No. 20240510-48 issued on May 10, 2024, in respect of reporting on ESG (Environment, Social and Governance) parameters based on market capitalization as on March 31, 2025 is annexed at the website of the Company at https://www.gatewaydistriparks.com/Uploads/prospectus/2175pdctfile_GDLBRSR2024-25.pdf

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 2024-25 from M/s. Neeraj Bajaj & Associates, Practicing

Company Secretaries is enclosed as Annexure-VIII. Further, the Annual Secretarial Compliance Report has already been submitted with the Stock Exchanges within the prescribed due date.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

During the Financial Year 2024-25, 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

Your Company has in place, adequate Internal Financial Controls with reference to financialstatements carefully designed to match the size and complexity of its business operations. During the year under review, such controls were tested by Statutory as well as Internal Auditors, and no reportable material weaknesses in the design or operation were observed. The Audit Committee actively oversees and reviews the adequacy and effectiveness of the internal control systems and suggests improvements as needed.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Companies Act, 2013 forms part of the Audit Report.

RELATED PARTY TRANSACTIONS

The Company has Related Party Transaction Policy and Policy on Determining Materiality of Related Party

Transactions duly approved by the Board. The Policy provides a framework for identification of related parties, necessary approvals by the Audit Committee/ Board, reporting and disclosure requirements in compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations All related party transactions entered into during the year under review were on arm s length basis and in the ordinary course of business as per the RPT Policy of the Company and in compliance with the provisions of the Companies Act, 2013 and Listing Regulations. There were nomateriallysignificantrelated party transactions by the Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

The Form AOC 2 envisages disclosure of material contracts or arrangements or transactions on an arm s length basis. There are no material related party transactions for the Financial Year ended March 31, 2025. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for the Financial Year 2024-25 and hence does not forms part of this report. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Financial Statements of the Company.

The Policy on dealing with related parties adopted by the Company and is available at the website of the Company at: https://gatewaydistriparks.com/Uploads/prospectus/2115pdctfile_GDL_PolicyonRelatedPartyTransactions_ver-2.0.pdf

COST RECORDS

As per Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the maintenance and audit of cost records are not required and not applicable to the Company.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standard on meetings of the Board of Directors ( SS-1 ) and the Secretarial Standard on General Meetings ( SS-2 ) issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

Your Directors hereby clarify that the following disclosures are not applicable, considering that there were no such transactions in the year under review:

1. There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. There has been no issue of Equity Shares (including Sweat Equity Shares and Employee Stock Option) to employees of your Company, under any scheme.

3. There was no change in share capital during the year under review.

4. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

5. The Company has not transferred any amount to the Reserves.

6. The Company has neither filed any application nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review, hence, no disclosure is required.

7. The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financialinstitutions, along with reasons, are not applicable.

8. The Managing Director or the Whole-time Directors of your Company did not receive any remuneration or commission during the year from the subsidiary of the Company except payment of sitting fees for attending the Board and Committee meetings of the Company, wherever appointed as Director.

9. The Company has not changed the nature of its Business.

10. The Company affirm its commitment to full compliance with the provisions of the Maternity Benefit Act, 1961. Our Company is dedicated to ensuring that all eligible female employees receive the maternity benefits stipulated by the Act, which includes paid maternity leave, medical allowances, and comprehensive workplace support.

ACKNOWLEDGEMENT

Your Company has been abletooperateefficientlybecause of the professionalism, creativity, integrity and continuous improvement in all functional areas to ensure efficient utilisation of the Company s 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 cooperation received from its Customers and also extend their appreciation to shareholders, bankers, various departments of Central and State Government(s) and other stakeholders.