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 COMPANY'S AFFAIRS

(Rs. in Lacs)

* The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance
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. 24,530.17 Lacs of previous year
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 31^st 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."

Further, key financial highlights and performance of Subsidiaries of the Company are also detailed below:

i. Snowman Logistics Limited

During the year under review, the total revenue from operations and other income was Rs.55,677.23 Lacs as
against Rs.51,013.98 Lacs of previous year. Profit before taxation was Rs.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.2040.90 Lacs of previous year. Profit before taxation was Rs.330.11 Lacs as against Rs.527.20 Lacs
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 as against Rs. 98.54 Lacs previous year. Net Profit
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 India's 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")
including any statutory modification(s) / amendment(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
Directors continues to meets / fulfills the criteria / conditions of Independence as prescribed under the Companies
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 31^st March, 2025 have been
debarred or disqualified from being appointed or continuing as Director 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 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 re¬
appointment:

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 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 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 /
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 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 scope:

• 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. 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 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 modified opinion 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 Auditor of
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:

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, it is hereby confirmed that:-

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-BriberyandCormption(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_Policyonblankstationary.pdf

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.eom/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 Company's 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-26.04.2022.pdf

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 financial statements 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 no materially significant related 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.eom/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 financial institutions, 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 able to operate efficiently because 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 co¬
operation received from its Customers and also extend their appreciation to shareholders, bankers, various
departments of Central and State Government(s) and other stakeholders.

For and on behalf of the Board of Directors

Place: New Delhi Prem Kishan Dass Gupta

Date: July 29, 2025 Chairperson & Managing Director

DIN:00011670