Gateway Distriparks Ltd

Dear Members,

Your directors have pleasure in presenting the Nineteenth (19^th) Director's Report on the business and operations of the Company together with the financial statements for the financial year ended on March 31, 2024.

(Rs. in Lacs)

The FY 2023-24 has been an excellent year for your

Company. Your Company has witnessed a strong growth in revenueaswellasprofitability.

During the year under review, the total revenue from operations and other income was Rs.1,53,613.07 Lacs as against Rs. 1,42,094.20 Lacs of previous year. Profit before taxation was Rs. 26,129.04 Lacs as against Rs. 24,628.23 Lacs of previous year during the year whereas the finance cost has been increased to Rs. 4,608.38 Lacs from Rs. 4,530.22 Lacs. Net Profit after taxes of the Company has increased by approx.

6.76 Percent year on year basis.

During the year under review, the total revenue from operations and other income was Rs. 1,49,693.64 Lacs as against 1,39,605.72 Lacs of previous year. Profit before taxation was Rs. 24,530.17 Lacs as against Rs. 23,972.86 Lacs of previous year during the year and finance cost was Rs. 4,295.92 Lacs as against Rs. 4,275.42 Lacs previous year. Net Profit after taxes of the Company has increased by approximate 4.04

Percent year on year basis.

Gateway Distriparks Limited is an integrated inter-modal logistics service provider. It has a network of 5 Rail-linked Inland Container Depots and 5 Container

Freight Stations strategically located across the country, operatingafleetof 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 associate company, the company offers also cold chain logistics and 5PL distribution services across the country.

The Rail vertical handled a total throughput of 368070 TEUs in FY2024, registering a growth of 6% compared to FY2023 whereas the total throughput of the CFS vertical saw a 3% decline year on year handling a total throughput of 315060 TEUs in FY2024. While H1FY2024 showed robust double digit growth, the Red sea crisis which led to overall supply chain disruption globally. It severely affected volume in markets which were heavily dependent on low value commodity cargo such as waste paper and scrap due to fluctuating ocean freight rates. The Company however maintained its margins and market share due to its network advantage along with its double stack hubs which helped minimize costs.

The Company has acquired additional equity stake (approx. 4.99% of the total paid up capital) in Snowman Logistics Limited ("SLL"), Associate Company from the open market, during the year under review.

Being promoter of SLL, the holding percentage has been increased from its existing percentage of 40.25% to 45.24% as on March 31, 2024 and to 46.43% as the date of signing this Report.

During the period under review the Company has shifted it Corporate office from 206-7, Southern Park, Saket District Centre, New Delhi 110017, India to 4^th Floor, Prius Platinum, Saket District Centre, New Delhi 110017, India.

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

First Interim dividend of Rs. 1.25 (@12.5%) per equity share declared on August, 02 2023.

Second Interim dividend of Rs. 0.75 (@7.5%) per equity share declared on February 14, 2024.

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

Further all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory

Authority. All the Independent Directors meets / fulfills the criteria / conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.

Further in pursuant to Regulation 34(3) and Schedule

V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. Oberoi & Associates, practicing Company Secretaries confirming that none of the Directors on the Board of the Company for the Financial Year ending on 31st March, 2024 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 meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the shareholders of the Company at its 18^th Annual General Meeting approved the Re-appointment of Mr. Ishaan Gupta (DIN: 05298583) as Director of the Company, liable to retire by rotation.

Based on the recommendation of Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company, the Board of Directors approved the re-appointment of

Mr. Anil Aggarwal (DIN: 01385684) as Non-Executive

Independent Directors of the Company for a second term of 5 consecutive (five) years.

Mr. Prem Kishan Dass Gupta (DIN: 00011670),

Managing Director is liable to retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director subject to the approval of Shareholders of the Company. The Nomination & Remuneration Committee and Board recommends his re-appointment for the approval of the Shareholders.

A brief profile of the above mentioned director seeking appointment / re-appointment at the ensuing 19^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 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.

Mr. Divyang Jain has been appointed as Company Secretary & Compliance Officer of the Company (Membership Number: ACS 38939) w.e.f. the opening of the business hours on August 02, 2023 Mr. Sandeep Kumar Shaw, Chief Financial Officer of the Company resigned from his position w.e.f. from the closure of the business hours from November 28, 2023.

Mr. Sikander Yadav had been appointed as Chief Financial Officer of the Company w.e.f. from the opening of the business hours on November 29, 2023.

Further, Mr. Sikander Yadav tendered his resignation from his position as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. from the closure of the business hours from May 31, 2024, due to personal reasons.

Further based on the recommendation of Nomination & Remuneration Committee, Board of Directors approved the appointment of Mr. Kartik Sundaram Aiyer as Chief Financial Officer of the Company with effect from August 8, 2024.

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

The Board of Directors of the Company met 5 (Five) times in the FY 2023-24. Number of Board and committee meetings including the date of the meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report.

The compliance of intervening gap between any two meetings was well within the purview Companies Act, 2013 & SEBI Listing Regulations, read with Circulars / notifications / amendments thereof as may be issued / notified by Ministry of Corporate Affairs & SEBI from time to time.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations and other applicable provisions, if any, the Board of Directors has carried out the 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 evaluation, the ratings given by each Director and a consolidated report of such ratings were placed and confirmed by the Board of Directors wherein the Board noted that the performance of Individual directors, board and committee was rated as "outstanding" for the details of report along with the performance ratings are provided in the Corporate Governance Report that forms part of this Report.

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

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

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

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 Nomination & Remuneration Committee and Board.

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

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

During the year under review there was no incident related to fraud which was reported to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013 by the Statutory Auditors of the Company. Further, Statutory Auditor has given/issued modified opinion raising concern over the show cause notices received from the income tax department under section 26(1) and 26(3) dated April 18, 2024 alleging that transactions with respect to the acquisition of additional land parcels for new ICD project in Jaipur from an individual stating that the same are covered under the Prohibition of Benami Property

Transactions Act, 1988 (PBPTA, 1988) (the Act), where such acquired small land parcels from individuals was to ensure required regulatory compliance requirements and sell to the Company at the prevailing market price.

In view of the above, the Company replied that the process of preparing the detailed response to the said notice(s) and based on its assessment and legal advice has been obtained, and having regard to the fact that the abovementioned arrangement is a commercial arrangement between the Company and the said party. Since the matter is under assessment by the department, pending final if any, thereof including on recovery of the amount paid by the Company is currently not ascertainable. The Company does not foresee any impact on the project basis the land currently owned by the Company.

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 and other applicable provisions, is any, the Board of Directors has appointed M/s. S.G.S Associates, Company Secretaries in practice, bearing CP. No. 4548 as Secretarial Auditor of the Company, to conduct Secretarial Auditor the Company for the FY 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as

Annexure-II, to this Report.

Further, the Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remarks.

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

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

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

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, 2024, 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, 2024 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, 2024 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.

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.

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.

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.

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. Further, with the aim for zero tolerance policy towards bribery and corruption, the Board of Directors of the Company at its meeting held on May 30, 2024 has approved the Anti-bribery Policy. The said policy is hosted on the website of the Company at https://www.gatewaydistriparks.com/Policies.php

The Board of Directors of the Company at its meeting held on May 30, 2024 has approved the Stationery Policy, thesaidpolicyisimplementedinviewoftherequirement of Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI / HO / MIRSD / DOP1 / CIR / P /

2018 / 73 dated April 20, 2018 that provides 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://www.gatewaydistriparks.com/Policies.php

Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, 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://www.gatewaydistriparks. com/Policies.php

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://www.gatewaydistriparks.com/Policies.php.

In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company's Code of Conduct and Ethics.

The Company has revised the said Policy at the meeting of Board of Directors duly held on February 14, 2024, to align for the day to day updates.

The policy is hosted on the website of the Company at https://www.gatewaydistriparks.com/Policies.php

The Board of Directors of the Company at its meeting held on May 30, 2024 has amended its Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the revision in policy is to align with the recent changes and amendments thereto. The 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 revised Policy is available on the website of the Company at https://www.gatewaydistriparks.com/ Policies.php.

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://www.gatewaydistriparks.com/Policies.php

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

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

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. Oberoi & 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.

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.

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

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.

During the year under review, none of the Company other than those provided / disclosed in From AOC-

1 or financial statements i.e. forming part of this annual report has ceased/ become the Subsidiaries / Associates and Joint Venture of the Company.

However, the Company has filed interim application before the Official Liquadator, Mumbai to acquire the balance 0.08% (5000 shares) of the M/s. Kashipur

Infrastructure and Freight Terminal Private Limited ("Kashipur")from Fourcee Infrastructure Equipments Private Limited ("Fourcee") (currently in Liquidation), once the Company acquires the remaining 5000 shares of Fourcee, Kashipur shall become the Wholly-Owned Subsidiary of the Company.

Financial performance for the FY 2023-24 of the Subsidiaries /Associates and Joint Venture Companies including therein the statement in form

AOC-1, containing the salient features of the financial statements of the Subsidiaries / Associates and Joint Venture companies are provided as "Annexure VII."

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 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, 2024 is enclosed at the website of the Company at https://www.gatewaydistriparks.com/BRSR-reports.php

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 wished 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://www.gatewaydistriparks.com/PDFs/ Prevention%20of%20Sexual%20Harassment%20 Policy-2024.pdf

All related party transactions entered into during the year under review were on arm's length basis and in the ordinary course of business. There were no materially transactions by the Company significant with the Promoters, Directors, and Key Managerial Personnel which 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 annexed to this Report. There are no material related party transactions for the Financial Year ended March 31, 2024 are appended as

"ANNEXURE VIII" forming part of this report. The Policy on dealing with related parties adopted by the Company and is available at the website of the Company at: https:// www.gatewaydistriparks.com/Policies.php

Pursuant to Regulation 24A (2) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Annual Secretarial Compliance Report for the Financial Year 2023-24 from M/s Oberoi & Associates, Practicing Company Secretaries is enclosed as

During the Financial Year 2023-24, 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.

Your Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested, and no reportable material weaknesses in the design or operation were observed.

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

Duringtheyearunderreview,theCompanyhascomplied 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.

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) 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. There were no proceedings initiated/pending by any Financial Creditor or Operational Creditor or by the Company against your Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year are not applicable.

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.

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 Bankers, various departments of Central and State Government(s) and other stakeholders.