undefined share price Directors report


Dear Members,

Your Directors present the report of the Business and Operations of your Company (the Company or Gati), along with the audited financial statements, for the financial year ended March 31, 2023. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

1) Financial Highlights

The summarized standalone and consolidated financial results of the Company for the financial year ended March 31, 2023 as compared to the previous year are as under:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

Financial Year 2022-23 Financial Year 2021-22 Financial Year 2022-23 Financial Year 2021-22

Total Income

26,406 25,760 1,74,604 1,50,524

Profit/(Loss) before Finance Cost, Depreciation &

385 223 9,291 4,969

Amortization Expenses, Exceptional items & Tax Expenses

Less: Finance cost

34 139 2,936 2,732

Less : Depreciation and Amortization Expenses

67 109 5,921 3,492

Profit/(Loss) before tax & Exceptional items

284 (25) 434 (1,255)

Exceptional items - Income / (Expense)

(803) (2,296) 96 1,205

Profit/(Loss) before tax

(520) (2,321) 530 (50)

Less: Tax expenses

24 307 1,621 393

Profit/(Loss) after tax

(544) (2,014) (1,091) (443)

Attributable to

Owners of the company

(544) (2,014) (928) 887

Non -controlling Interest

- - (163) (1,330)

Add: other comprehensive Income (net of Tax)

(15) (7) (612) (320)

Total comprehensive income

(588) (2,021) (1,703) (763)

Attributable to

Owners of the company

(588) (2,021) (1,361) 661

Non -controlling Interest

- - (342) (1,424)

2) Dividend

In view of the loss for the year ended, the Directors do not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2023. The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https:// www.gati.com/wp-content/uploads/2021/06/Dividend- Distribution-Policy.pdf.

3) Review of Operations

Consolidated:

During the year under review, at consolidated level, your Company achieved a revenue of Rs.1,74,604 Lakhs, EBITDA of Rs.9,291 Lakhs, PBT of Rs.530 Lakhs and PAT of Rs.-1,091 Lakhs as against a revenue of Rs.1,50,524 Lakhs, EBITDA of Rs.4,969 Lakhs, PBT of Rs.-50 Lakhs and PAT of Rs.-443 Lakhs respectively in the previous year.

Standalone:

At standalone level, your Company recorded revenue of Rs.26,406 Lakhs, EBITDA of Rs.385 Lakhs, PBT of Rs.-520 Lakhs and PAT of Rs.-544 Lakhs as against revenue of Rs.25,760 Lakhs, EBITDA of Rs.223 Lakhs, PBT of Rs.-2,321 Lakhs and PAT of Rs.-2,014 Lakhs in the previous year.

4) Performance and Financial Details of Subsidiaries and Associates

The financial performance of the subsidiaries and associate companies are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Companies Act, 2013 ("the Act") read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries and associate in Form AOC-1 forms part of the Annual Report.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Companys website and also open for inspection by any Member at the Companys Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or any Member of its Subsidiary, who may be interested in obtaining the same.

5) Subsidiaries, Associates & Joint Ventures and Consolidated Financial Statements

In accordance with the Ind-AS 110 on Consolidated Financial Statements read with the Ind-AS 28 on

Accounting for Investments in Associates notified under Section 133 read with Section 129(3) of the Act, the Audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of the following Subsidiaries have been consolidated into the financial statements of the Company:

i. Gati Express & Supply Chain Private Limited (formerly known as "Gati-Kintetsu Express Private Limited" w.e.f. July 27, 2023) ("GESCPL")

ii. Gati Import Export Trading Limited ("GIETL")

iii. Zen Cargo Movers Private Limited ("ZCMPL")

iv. Gati Logistics Parks Private Limited ("GLPPL")

v. Gati Projects Private Limited ("GPPL")

The Company has one Associate Company i.e. Gati Ship Limited and the same is not considered in the consolidation of accounts as the Company ceases to have significant control after the sale of stake of 12.09% on May 16, 2014. Further, the Company has no Joint Ventures.

In accordance with Regulation 16(1)(c) of the Listing Regulations, GKEPL has been identified as a material unlisted subsidiary of the Company.

The Policy for Determining Material Subsidiaries as approved by the Board is uploaded on the Companys website at https://www.gati.com/pdf/Investors/ announcements/Policy-on-material-subsidiaries.pdf

6) Shifting of the Registered office of the Company

During the previous year, the Board of Directors of the Company vide its meeting held on October 26, 2021 and the Shareholders of the Company through Postal Ballot by e-voting on December 17, 2021 have approved the shifting of Registered Office of the Company from the "State of Telangana" to the "State of Maharashtra at Mumbai", subject to the approval of the Honble Regional Director, South East Region, Hyderabad. Further, the Company has filed the relevant application with the said Honble Regional Director, Hyderabad as per the provisions of the Companies Act, 2013 seeking approval for the same and the matter is still pending for the order.

The Company had filed an IA with NCLT, Hyderabad in the main petition praying for the shifting of Registered office of Gati Limited from the State of Telangana to the State of Maharashtra at Mumbai, and NCLT vide its order passed on April 25, 2023 ("said order"), given a direction to the company to file Form INC-23 and also directing the Regional Director to examine and take decision not later than 15 days from the date of submission of application. The Company had already filed the said Form INC-23 on January 29, 2022 which is pending for approval and further filed an affidavit with the Honble High Court of Telangana for withdrawal of the writ petition filed earlier.

7) Reserves

No amount transferred to Reserves, in view of the losses of the Company at the end of the financial year.

8) Fixed deposits (FD)

As on March 31, 2023, fixed deposits of your Company stood at Rs.126.39 Lakhs out of which Rs.27.54 Lakhs remain unclaimed and there were no overdue deposits as on that date. During the year under review, your Company has not accepted any Fresh/Renewal of deposits.

There was no default in repayment of deposits or payment of interest thereon during the year and there are no deposits which are in non-compliance with the requirements of the Act. The current fixed deposits carry a rating of "CARE BBB" issued by CARE Ratings Limited.

9) Directors and Key Managerial Personnel (KMP)

i. Appointment/Resignation/Cessation of Director:

Following changes have been taken place in the Board of Directors and KMP from the last report till the date of this report:

(a) Ms. Vinita Dang Mohoni (DIN: 01919140) was appointed as an Additional Non - Executive, Independent Director on the Board of the Company w.e.f. June 05, 2023.

(b) Mr. Hetal Madhukant Gandhi (DIN: 00106895) was appointed as an Additional Non - Executive, Independent Director on the Board of the Company w.e.f. June 09, 2023.

(c) Mr. Pirojshaw Aspi Sarkari (DIN: 00820860) was redesignated as an Additional Non - Executive, NonIndependent Director on the Board of the Company w.e.f. June 09, 2023 and resigned from his position as the Chief Executive Officer of the Company w.e.f. May 31,2023.

(d) Mr. Ravi Jakhar was appointed as an Additional Non - Executive, Non-Independent Director on the Board of the Company w.e.f. June 09, 2023.

(e) Ms. Cynthia DSouza (DIN: 00420046) had resigned as Non - Executive, Independent Director of the Company w.e.f. June 09, 2023.

(f) Mr. Yasuyuki Tani (DIN: 09683124) was appointed as an Additional Non - Executive, Nominee Director on the Board of the Company w.e.f. August 02, 2022 and Resigned as Non - Executive, Nominee Director of the Company w.e.f. June 08, 2023.

(g) Mr. Yasuhiro Kaneda (DIN: 07619127) had resigned as Non - Executive, Nominee Director of the Company w.e.f. July 01,2022.

ii. Re-appointment of Director:

During the year, the Company has re-appointed Mr. Shashi Kiran Shetty (DIN: 00012754) as Director of the Company, who retired by rotation at the 27th AGM held during the year.

iii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Kaiwan Kalyaniwalla (DIN: 00060776), Non-Executive Non-Independent Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the Director proposed to be re-appointed forms part of the notes and explanatory statement to the Notice of the ensuing AGM.

iv. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Shashi Kiran Shetty - Chairman & Managing Director

2. Mr. Anish Mathew - Chief Financial Officer

3. Ms. T. S. Maharani - Company Secretary

Mr. Pirojshaw Aspi Sarkari (DIN: 00820860) was redesignated as an Additional Non-Executive, NonIndependent Director on the Board of the Company w.e.f. June 09, 2023 and resigned from his position as the Chief Executive Officer of the Company w.e.f. May 31, 2023. There were no other changes to the Key Managerial Personnel of the Company.

10) Particulars of Employees and related disclosures

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Annual report.

The information required under section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure -A to this report.

11) Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the Listing Regulations.

12) Remuneration Policy

Your Directors have, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.

13) Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, annual performance evaluation is to be done for the Board, its Committees, the Chairman and Individual Director to ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ("NRC") has put in place evaluation framework for conducting the performance evaluation exercise.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for financial year 2022-23. The questionnaires on performance evaluation were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. An online platform has been provided to each Director for their feedback and evaluation. The evaluation process was anchored by an independent professional agency to ensure independence, confidentiality and neutrality. A report on the evaluation process and the results of the evaluation were presented by the agency to the Board.

The performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance, independence from Management, etc. Parameters for evaluation of Directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, committees were evaluated on parameters such as adherence to the terms of the mandate, deliberations on key issues, reporting to Board, etc. Evaluation of the Chairman of the Company was on the basis of his leadership, guidance to the Board and overall effectiveness.

Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

14) Board Committees

Detailed Composition of the Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

15) Audit committee

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16) Particulars of Loans, Guarantees and I nvestments

The particulars of Loans given, Investments made and guarantees provided by the Company under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as at March 31, 2023, forms part of the Financial Statements.

17) Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, as amended, the Board of Directors of your Company have constituted a Corporate Social Responsibility Committee.

During the year, the Company has not spent any amount on CSR activity, in absence of the profits in the immediately three preceding financial years. Accordingly, report on the Corporate Social Responsibility as specified under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is not being annexed to this report. The Composition of CSR Committee and CSR Policy are available on the Companys website www.gati. com.

18) Related Party Transactions

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://www.gati.com/investor- relations/policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of the transactions with related parties are provided in Note No. 46 to the Financial Statements.

19) Meetings of the Board and Committees

Four Meetings of the Board of Directors were held during the year. For details of the meetings of the Board, please refer to the report on Corporate Governance, which forms part of this Annual report.

20) Vigil Mechanism

The Whistle-blower Policy has been framed in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations and the same is made available on the website of your company at https:// www.gati.com/investor-relations/policies/.

21) Policy on prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, your Company has complied with the provisions related to the Constitution of Internal Complaints Committee (ICC).

The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

No complaint on sexual harassment was received during the year.

22) Familiarisation Programme for Independent Directors

Pursuant to the Listing Regulations, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, business operations and issues faced by the Logistics industry.

The details of the Familiarisation programme process for the Independent Directors forms part of the Corporate Governance Report.

23) Directors Responsibility Statement

Pursuant to the requirement under section 134(5) of the Act, with respect to the Directors Responsibility Statement relating to the Company, it is hereby confirmed:

a) That in the preparation of the Accounts for the financial year ended March 31, 2023, the applicable accounting standards and schedule III of the Act (including any statutory modification(s) or reenactments) for the time being in force), have been followed along with the proper explanation relating to material departure;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the accounts have been prepared on going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and the Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

24) Annual Return

Pursuant to sub-section (3) of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31,2023 in Form MGT-7 is available on the website of the Company at the link https://www. gati.com/investor-relations/general/

25) Risk Management Policy

The company has a well-defined process in place to ensure appropriate identification and treatment of risks. Risk identification exercise is inter-woven with the annual planning cycle which ensures both regularity and comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating managers drives the conception and subsequent auctioning of mitigation plans.

All risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board that threatens the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

26) Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in Section 143 of Act) for the financial year ended March 31, 2023, which forms part to the Statutory Auditors Report.

27) Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF Authority. Accordingly, the company has transferred the unpaid or unclaimed dividend amounting to Rs.8,96,126/- for the financial year 2014-15 along with its corresponding shares totalling to 42,083.

The Company has also transferred unclaimed deposits as on March 31,2023 of an amount of Rs.9,48,691 to IEPF.

28) Auditors

a) Statutory Auditors

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), as the Statutory Auditors of the Company, expired at the conclusion of 27th AGM of the Company.

Pursuant to the recommendation of the Board of Directors and Audit Committee of the Company at their meeting held on May 20, 2022, the shareholders vide the Ordinary Resolution approved the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as the Statutory Auditors of the Company at the 27th AGM of the Company for a term of five consecutive years i.e. from the conclusion of 27th AGM till the conclusion of 32nd AGM of the Company pursuant to Section 139 of the Act.

The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

Further, the report of the Statutory Auditors along with the notes on the Financial statements is enclosed to this Report. The Auditors Report do not contain any qualifications, reservation, adverse remarks, observations or disclaimer on Audited Financial Statements for the financial year ended March 31, 2023.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad as the Secretarial Auditor to conduct an audit of the secretarial records of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31,2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in the Annexure - B-1 to this report.

Further, the Secretarial Audit Report of the material subsidiary i.e. Gati Express & Supply Chain Private Limited (formerly known as "Gati-Kintetsu Express Private Limited" w.e.f. July 27, 2023) for the financial year ended March 31, 2023, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure - B-2 to this report.

Furthermore, Mr. T. N. Kannan, Practicing Company Secretary carried out Reconciliation of Share Capital Audit every quarter and the report thereon is submitted to the Stock Exchanges.

29) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - C.

30) Gati - Employees Stock Appreciation Rights Plan 2021 ("ESAR 2021")

During the year under review, the Company granted ESARs to eligible employees of the Company, Holding Company and Subsidiary Company with a view to attract and retain the senior talents and reward them for their performance and to contribute to the growth & profitability of the Company.

During the quarter ended March 31,2022, the shareholders of the Company have approved the Gati - Employees stock Appreciation Rights Plan 2021 (ESAR 2021 /Plan) on January 27, 2022 and the Company has also obtained the in-principle approval from the BSE Limited and the National Stock Exchange of India Limited for the granting of Employee Stock Appreciation Rights ("ESARs") under the Plan to the employees of the Company, its Holding Company, Subsidiary Company(ies). Further, the Nomination and Remuneration Committee of the Board of Directors of the Company vide its meeting held on March 17, 2022 have granted 31,05,000 ESARs to the Employees of the Company, its Holding Company and Subsidiary Company. The necessary accounting for the above has been made in the books of accounts in the respective periods. Furthermore, the Nomination and Remuneration Committee of the Board of Directors of the Company vide its meeting held on February 08, 2023 have granted 7,75,000 ESARs to the Employees of the Holding Company and Subsidiary Company.

Further, the disclosure in terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://www. gati.com/investor-relations/general/.

31) Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Further, during the year under review, Company has raised 52,49,99,610/- with respect to seventy five percent of the total consideration through preferential issue by issuing and allotting 71,61,120 Equity Shares of face value of Rs.2/- each for cash at a price of 97.75/- (including premium of 95.75/- per Equity Shares) to Allcargo Logistics Limited (Promoter/ACL) as prescribed under the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") for allotment of the equity warrants. Subsequent to the conversion of warrants held by ACL, the percentage of shareholding of the ACL increased from 47.30% to 50.20% of the paid-up share capital of the Company.

Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2023 is Rs.26,02,60,234/- divided into 13,01,30,117 equity shares of Rs.2/- each.

32) Companys Policies

The details of the policies approved and adopted by the Board are provided in Annexure - D to this report.

33) Corporate Governance

Your Company is committed to maintain the high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Report on corporate governance as stipulated under Regulation 34 of the Listing Regulations, forms part of this Annual Report and is annexed as Annexure-E. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Regulations forms part of this report.

34) Management Discussion and Analysis Report (MD&AR)

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section and forms part of this Annual Report.

35) Business Responsibility and Sustainability Report (BRSR)

Business Responsibility and Sustainability Report for the financial year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations and SEBI Circular SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, is presented in a separate section and forms part of this Annual Report.

36) General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

3. During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force).

4. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

5. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2023) and the date of the report (August 04, 2023).

6. Company is not required to maintain cost records under Section 148(1) of the Act.

7. The policy for determining material subsidiaries of the Company has been provided on the Companys website at www.gati.com

37) Acknowledgment

Your Directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Members, Customers,

Dealers, Vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year and the financial contribution and significant support from the largest shareholder Allcargo Logistics Limited. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Shashi Kiran Shetty

Place: Hyderabad

Chairman & Managing Director

Date: August 04, 2023

DIN: 00012754