Your directors have pleasure in presenting the Twenty First (21^st) Director's Report on the business and operations
of the Company together with the financial statements for the financial year ended on March 31,2026.

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 financial year 2025-26 witnessed steady growth in revenue and profitability, supported by improved operational
efficiency and stable performance across business verticals.

CONSOLIDATED PERFORMANCE

During the year under review, the total revenue from operations was Rs. 2,21,181.65 Lacs as against Rs. 1,68,055.53
Lacs of previous year. Profit before taxation was Rs. 28,553.78 Lacs as against Rs. 25,499.33 Lacs of previous
year during the year whereas the finance cost has been increased to Rs. 5,926.86 Lacs from Rs. 4,776.98 Lacs. Net
Profit after taxes of the Company has decreased by approx. 30.61 Percent year on year basis.

STANDALONE PERFORMANCE

During the year under review, the total revenue from operations was Rs.1,57,771.88 Lacs as against 1,50,499.08
Lacs of previous year. Profit before taxation was Rs. 29,696.41 Lacs as against Rs. 25,826.56 Lacs of previous year
during the year and finance cost was Rs. 3,072.09 Lacs as against Rs. 3,966.08 Lacs previous year. Net Profit after
taxes of the Company has increased by approximate 12.45% year on year basis.

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 trains sets 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. As
part of the expansion of our pan-India presence, GDL has started domestic rail services from New Ankleshwar to
North India and augmented infrastructure across locations. Rail fleet has also been strengthened by adding three
additional trains, which will increase the total fleet to 37 trains by next year.

Rail Vertical: The Rail Business handled a total throughput of 3,93,872 TEUs in FY2026, registering a 9% year-on-
year growth. The business delivered strong performance during Q2 and Q3; however, volumes moderated in Q4 due
to geopolitical disruptions, which impacted export markets, particularly the US and the Middle East.Growth was
primarily driven by higher import volumes and the addition of domestic volumes through the New Ankleshwar rail
services to North India. Despite market challenges, the Company maintained its margins and retained its market
share by leveraging its extensive network and double-stack rail capabilities. With a continued focus on exploring
new markets and introducing value-added service offerings, the Company expanded it's business portfolio and
enhanced long-term customer relationship.

CFS Vertical: The CFS Business handled total throughput of 3,49,640 TEUs in FY2026, registering a growth of 10%
compared to FY2025. Volume performance experienced a similar trend as rail with strong growth on import side
and offsetting headwinds in the Export segment. Despite these challenges business remained resilient.

The operational and financial performance and key business developments of the Company are also exhaustively
discussed in the 'Management Discussion and Analysis' section, which forms a part of this Annual Report.

EXPANSION OF RAIL LOGISTICS OPERATIONS THROUGH CONTAINER TRAIN OPERATIONS
AGREEMENT AT MMLP, ANKLESHWAR

During the year under review, the Company as part of its strategic initiatives has entered into 15-year agreement to
become the exclusive container train operator for the 120-acre Multi Modal Logistics Park (MMLP) at Ankleshwar,
Gujarat with Sawariya Group of Industries (Sawariya). Sawariya has over two decades of experience in logistics,
warehousing and industrial construction.

Under the agreement, the Company will render its rail services while terminal operations will be run by Sawariya
with planned annual capacity of 200,000 TEUs and 850,000 sq. ft. of warehousing space, and expansion shall be
undertaken in phase manner in line with business demand. The company shall also serve as exclusive container
train operator for all EXIM and DPD volumes.

The MMLP will serve key industrial zones including Surat, Panoli GIDC, Ankleshwar GIDC, Bharuch, Jhagadia GIDC,
Dahej, Hazira among other prominent hubs in Gujarat, benefitting the both the EXIM and Domestic customers for
this location will now be able to use rail transportation instead of road - offering greater efficiency, lower carbon
emissions, cost savings and faster transit.

The Company will continue to develop our own ICDs in the north-west corridor, apart from looking for more
opportunities to expand the network through strategic partnerships.

SETTING UP OF NEW INLAND CONTAINER DEPOT AT INDORE

During the year under review, the Company acquired approximately 25 acres of land near the Pithampur Industrial
Area, Indore, for the development of a new Inland Container Depot (ICD). The facility received In-Principle Approval
from Indian Railways and represents a significant step in the Company's expansion strategy.

The facility shall mark the Company's entry into Central India and the State of Madhya Pradesh, thereby expanding
its presence into a rapidly growing industrial and manufacturing region. Upon commencement of operations, the

ICD is expected to cater to the logistics requirements of key industrial centres including Indore, Pithampur, Dewas,
Dhar, Mhow, Ujjain, Sanwer and adjoining industrial clusters.

The ICD shall be developed at an estimated investment of ?150 crores with two rail sidings and is expected to
have an annual handling capacity of approximately 120,000 TEUs. This ICD shall provide the integrated logistics
solutions, including rail transportation of EXIM and domestic containers, container handling, bonded warehousing,
and last-mile road distribution services.

The facility shall handle a diversified cargo mix comprising auto components, pharmaceuticals, chemicals,
polymers, textiles and garments, agricultural products, and other industrial commodities. The project is anticipated
to strengthen the Company's multimodal logistics network, enhance customer reach, and support long-term growth
by providing efficient and sustainable logistics solutions to businesses across the region.

HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2026, your Company had 4 (four) Subsidiary Companies, and no Joint Ventures Companies,
and 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, there is no company which has ceased / became Subsidiary/Joint Venture/Associate
Company.

Financial performance for the FY 2025-26 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 VIII."

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. 60,802.60 Lacs as
against Rs. 55,677.23 Lacs of previous year. Profit before taxation was Rs. (256.05) Lacs as against Rs. 599.47
Lacs of previous year during the year and finance cost was Rs. 2,675.41 Lacs as against Rs. 2,445.55 Lacs
previous year. The Company's net profit decreased from Rs. 569.08 lacs in FY 2024-25 to Rs. 330.27 lacs in
FY 2025-26, reflecting a decline of Rs. 238.81 lacs, which represents a decrease of 41.95% over the previous
financial year.

ii. Gateway Distriparks (Kerala) Limited

During the year under review, the total revenue from operations and other income was Rs.2,021.64 Lacs as
against Rs.1727.49 Lacs of previous year. Profit before taxation was Rs.545.32 Lacs as against Rs.330.11 Lacs
of previous year. During the year, finance cost was Rs.284.30 Lacs as against Rs.308.60 Lacs previous year. Net
Profit after taxes of the Company has increased by approximate 84.93 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. 2,143.62 Lacs as
against Rs. 1,721.47 Lacs of previous year. Profit before taxation was Rs. 402.10 Lacs as against Rs. 335.73
Lacs of previous year during the year and finance cost was Rs.0.83 Lacs as against Rs. 0.60 Lacs previous
year. The Company's net profit increased from Rs. 247.40 lacs in FY 2024-25 to Rs 298.82 lacs in FY 2025-26,
registering a growth of Rs.51.42 lacs, representing an increase of 20.78%.

iv. Container Gateway Limited

During the year under review, the total revenue from operations and other income was Rs.70,904 as against Rs.
60,720 of previous year. Profit/Loss before taxation was Rs.(1,146) as against Rs. (29,160) of previous year. Net
loss after taxes of the Company has decreased from Rs. 29,160 to Rs. 1,146.

SHARE CAPITAL

As on March 31, 2026, the paid-up equity share capital of the Company stood at ?49,964.38 lakhs. There was no
change in the share capital during the year under review.

The Company has not issued shares with differential voting rights, nor granted stock options or sweat equity shares.

As on March 31, 2026, none of the Directors of the company held instruments convertible into equity shares of the
Company.

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 July 29, 2025.

• Second Interim and Special Interim dividend of Rs. 0.75 (@7.5%) and Rs. 1.25 (@12.5%) respectively per equity
share declared on February 06, 2026.

The Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the Listing
Regulations. The policy is available on the Company's ebsite at www.gatewaydistriparks.com.

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 Woman 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 Independent Directors have
also confirmed compliance with the requirements relating to inclusion of their names in the databank maintained
by the Indian Institute of Corporate Affairs, as applicable. In the opinion of the Board, the Independent Directors
possess the requisite integrity, expertise, experience and proficiency required for discharge of their duties.

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 March 31, 2026 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.

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

During the year under review, the Board of Directors of the Company, based on the recommendation of the
Nomination and Remuneration Committee ("NRC"), at its meeting held on November 04, 2025 had appointed
Mr. Raghav Chandra (DIN: 00057760) as an Additional Director and Non-Executive Independent Director of the
Company with effect from November 04, 2025 for a term of five consecutive years i.e. upto November 03, 2030,
which was subsequently approved by the members of the Company, vide resolution passed through Postal Ballot
on December 14, 2025.

Mr. Arun Kumar Gupta (DIN: 06571270), retired as Non-Executive Independent Director of the Company with effect
from the close of business hours on November 04, 2025 after completion of his second term of five consecutive
years. The Directors placed on record an appreciation for the immense contribution made by Mr. Arun Kumar Gupta
during his tenure as an Independent Non-Executive Director of your Company.

During the year under review, the shareholders of the Company at its 20^th Annual General Meeting approved the
re-appointment of Mr. Samvid Gupta (DIN: 05320765) as Director of the Company, liable to retire by rotation.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its meeting
held on August 05, 2026, considered and approved the re-appointment of Ms. Vanita Yadav (DIN: 09449130) as
a Non-Executive Independent Director of the Company for a second consecutive term of five (5) years with effect
from December 27, 2026, subject to the approval of the members of the Company. Therefore, a Special Resolution
seeking the approval of shareholders is placed at this Annual General Meeting.

Mr. Ishaan Gupta (DIN: 05298583), Joint Managing Director, is also liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment as Director, subject to the approval of the
shareholders of the Company.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee at its Meeting
held on August 05, 2026 has considered and approved approved the re-appointment of Mr. Ishaan Gupta
(DIN: 05298583) as Joint Managing Director of the Company, along with the payment of remuneration and/or
commission, as applicable, subject to the approval of the members.

A brief profile and other requisite details of the above mentioned directors seeking appointment / re-appointment at
the ensuing 21^st Annual General Meeting of the Company has been provided as Annexure to the Notice of 21^st 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, there were no changes in Key Managerial Personnel(s) of the Company. As on the
date of this Report, Mr. Prem Kishan Dass Gupta-Chairman and Managing Director, Mr. Kartik AIyer, Chief Financial
Officer, and Mr.Divyang Jain, Company Secretary, are the Key Managerial Personnel of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 4 (Four) times in the FY 2025-26. 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.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Act and the Listing Regulations, the Company has in place a Nomination
and Remuneration Policy. The Policy sets out the criteria for appointment, qualifications, positive attributes,
independence of Directors, and the framework for performance evaluation and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel. The Policy is available on the website of the company at
HYPERLINK "https://gatewaydistriparks.com/Uploads/prospectus/571pdctfile GDL-NominationRemunerationand
BoardEvaluationPolicy.pdf" Nomination and Remuneration Policy

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 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 as whole and Chairperson for discharging its
duties and committee was rated as "Excellent" for the financial year 2025-2026 that the overall rating of Committees
of Board is 4.96 out of 5 & 5 out of 5, respectively, wherein 1 is considered as Poor & 5 is considered as Excellent.

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 have been
accepted by the Board.

Statutory Auditors

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the
Company had appointed 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.

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 Report

Statutory Auditor has given/issued modified opinion regarding the continuing allegations over the provisional
attachment of 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. During
the year under review, Company received an order dated from the Adjudicating Authority, where the Adjudicating
Authority confirmed the provisional attachment orders previously issued by the Initiating Officer. The Company filed
an appeal against the said order with the Appellate Tribunal, which is pending for disposal with the Authority and
requested the Adjudicating Authority for keeping the confiscation proceedings in abeyance till such time.

Pending final outcome of the same and based on its assessment and legal opinion obtained, the Company does
not believe any provision is required in respect of advance of Rs. 866.25 lakhs paid to the individual and potential
consequences that may arise from proceedings stated above. Also, the Company does not foresee any impact
on the amount spent on the project till date and no material adjustments are likely to arise in these consolidated
financial results in this regard.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions, if any, the Board of Directors has appointed M/s Neeraj
Arora & Associates, Company Secretaries in Practice, (ICSI Peer reviewed certificate No. 3738/2023) as Secretarial
Auditor of the Company, to conduct Secretarial Auditor the Company for a period of 5 Financial Year from 2025-26.

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 your Company for a term of five (5) consecutive years, to conduct the Secretarial Audit of five (5) consecutive
financial years from April 1,2025 to March 31,2030 ('the Term'), on such terms and conditions as mutually agreed
among the Secretarial Auditor & Company. Secretarial Auditors.

Secretarial Audit Report

The Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed herewith marked as
Annexure-II, to this Report.

Further, the Secretarial Audit Report for the Financial Year 2025-26 does not contain any qualification, reservation
or adverse remarks.

Internal Auditors

The Company follows a structured internal audit process, with audits conducted during the year in accordance with
the approved internal audit plan. For FY2025-26, M/s. S.P. Chopra & Co was appointed as the Internal Auditor of the
Company. The report of the Internal Auditors for the said period was duly considered and placed before the Board.

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.

VIGIL MECHANISM

The Company has in place a Vigil Mechanism / Whistle Blower Policy. The Policy ensures confidentiality while
dealing with concerns raised and provides protection against victimisation for any person raising concerns in good
faith regarding unethical or improper practices, fraud or violation of the Company's Code of Conduct.

The Policy, which covers Directors, employees and other stakeholders of the Company, is available on the Company's
website at www.gatewaydistriparks.com.

A brief note on the Vigil Mechanism/Whistleblower Policy is also provided in the Corporate Governance Report,
which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Composition of CSR Committee

During the year under review, the Corporate Social Responsibility ("CSR") Committee was re-constituted as Mr. Anil
Aggarwal, Independent Non-Executive Director, was appointed as a Member of the CSR Committee with effect from
November 04, 2025 in place Mr. Arun Kumar Gupta, who ceased to be a Member of the CSR Committee with effect
from the close of business hours on November 04, 2025, upon completion of his second term of five consecutive
years as an Independent Non-Executive Director of your Company.

As on March 31 2026, the CSR Committee comprised of Mr. Ishaan Gupta as Chairperson and Mr. Prem Kishan
Dass Gupta and Mr. Anil Aggarwal as Members.

The terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms an
integral part of this Report. The Corporate Social Responsibility Policy of the Company is available on the website
of the Company at https://gatewaydistriparks.com/investors.

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.

In terms of Section 135 of the Act read with CSR Rules, your Company had, during the financial year ended March
31,2026, spent over two percent of the average net profits of your Company during the three immediately preceding
financial years in accordance with the CSR Policy and the Annual Action Plan approved by the Board, from time to
time on the recommendation of the CSR Committee.

Further, in terms of Section 135 and rules made thereunder, during the year under review, the Company has spent
an amount excess of Rs.14.97 Lakhs then the eligible amount. Therefore, in aggregate the company has spent the
entire eligible amount during the financial year 2025-26 i.e. Rs.474.47 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 by the Directors that:-

i. in the preparation of the annual accounts for the year ended March 31, 2026, 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, 2026 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 31,2026 have been prepared on a going concern basis.

v. the 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.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(the Rules) is annexed and marked as Annexure V. The information pursuant to Rules 5(2) and 5(3) of the
Rules is not annexed to this Report and is readily available for inspection by the members of the Company.
Any Member interested in obtaining a copy of said report, such Member may write to the Company Secretary
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, 2026 have been disclosed in the notes to the standalone financial statements forming part of this
Annual Report.

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 enclosed 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 2025-2026 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 in place a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has complied with the provisions relating to constitution of the Internal Complaints Committee under
the said Act.

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/570pdctfile

PreventionofSexualHarrasementPolicy-26.04.2022.pdf

The following is the summary of sexual harassment complaints received and disposed of during the year:

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from
time to time. We are committed to providing a safe, inclusive, and supportive work environment for all employees,
including expectant and new mothers. 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

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, 2026 is annexed at the website of the Company at
https://gatewaydistriparks.com/Uploads/prospectus/2272pdctfile brsr-report-for-fy-25-26.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 2025-26 from M/s. Neeraj Bajaj & Associates, Practicing
Company Secretaries is enclosed as Annexure-IX.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

During the Financial Year 2025-26, 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 under section 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.

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 2025-26 and hence does not forms part of this report.

All related party transactions were approved by the Audit Committee and were entered into under omnibus approval
wherever applicable.

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 Board of Directors, at its meetings held on August 05, 2026, reviewed the Policy on Related Party Transactions
and approved the revisions thereto. The Company has in place a revised Policy on Related Party T ransactions, which
is available on the Company's website 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.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The Company has following employees as on closure of the financial year 2026:

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 any subsidiary of the Company except payment of sitting fees for attending
the Board and Committee meetings of the Company, wherever appointed as Director.

9. There has been no change in the the nature of business of the Company.

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
Gateway Distriparks Limited

Prem Kishan Dass Gupta

Place: New Delhi Chairperson & Managing Director

Date: August 05, 2026 DIN: 00011670