Dear Members,

The Directors have great pleasure in presenting the report of the Business and Operations of your Company (‘the Company’ or ‘Gati’), along with the audited financial statements, for the financial year ended March 31, 2018. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

Financial Highlights

(Rs. in mn)

Your Company has been mandated to adopt Ind AS with effect from 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

Your Company has published Ind AS Financials for the year ended 31st March 2018 along with comparable as on 31st March 2017 and Opening Statement of Assets and Liabilities as on 1st April 2016.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 42 in the notes to accounts in the standalone financial statement and in Note 54 in the notes to accounts in the consolidated financial statement.

Dividend

Your Directors have recommended dividend of 45% (RS. 0.90 per share) for the financial year ended March 31, 2018 (previous year 40%), subject to the approval of the shareholders at the ensuing annual general meeting.

Review of Operations

At standalone level, your Company recorded a revenue of RS. 5,247 mn, EBITDA of RS. 886 mn, PBT of RS. 407 mn and PAT of RS. 345 mn as against a revenue of RS. 5240 mn, EBITDA of RS. 468 mn, PBT of RS. 199 mn and PAT of RS. 176 mn in the previous year

During the year under review, at consolidated level, your Company achieved a revenue of RS. 18,136 mn, EBITDA of RS. 1,550 mn, PBT of RS. 544 mn and PAT of RS. 391 mn as against a revenue of RS. 17,014 mn, EBITDA of RS. 1,063 mn, PBT of RS. 265 mn and PAT of RS. 171 mn respectively in the previous year.

Company’s performance

Efficient Logistics has been at the heart of India’s retail internet growth. Logistics decisions influence the e-tailer’s businesses in aspects ranging from standardized customer experience to unit delivery economics. The online retail market in India in 2017 was estimated at US$17.8 billion in terms of gross merchandise value (GMV) and grew from US$ I4.5 billion in 20I6 at the rate of 23% (Source: KPMG), signalling a rather moderate year for e-Commerce.

Consequently, with emphasis on sustaining the profitability during this period your company’s e-commerce segment saw the docket volumes drop close to 40% between FY 201 6-17 and FY 2017-I8. However the overall weight fell less than I0% during the same period as your company steered to increase the share of higher-weight shipments. During the year under review, the e-Commerce division of your company has recorded revenue of RS. 1,597 mn as against RS. 2,170 mn in the previous period.

While the domestic e-Commerce market growth has been moderate in 20I7, the expected growth rate in 20I8 is at 60 per cent. The impending consolidation within the e-commerce market, specially the entry of newer participants with long-term vision to become the “everything store” is expected to shape the future of domestic retail. Additionally, from your company’s perspective, the entry of Supply Chain focussed enterprises is anticipated to bring about reinvention of logistics management practices in the industry The e-commerce ecosystem is expected to progress towards collaborative logistics, and your company with its wide-ranging portfolio of services will be a formidable player in this arena.

Your company’s freight forwarding division, which deals in Air/Ocean freight services coupled with Customs House agency services, saw a drop in revenues from RS. 66I mn in FY 20I6-I7 to RS. 465 mn in FY 20I7-I8. The scaling down of business was a deliberate move to restrict the business to direct customer business only and prevent agency-related business.

Your Company operates in petrol and diesel retail segment along with other motor parts and lubricants through its fuel stations division under the Standalone business. Presently, it runs five fuel stations mostly in South and Central India. The fuel station business grew from RS. 2,I50 mn in FY 20I6-I7 to RS. 2,399 mn in FY 20I7-I8. Your company anticipates the increase in dealer margin to benefit the profitability of the division going forward.

Subsidiaries

Gati-Kintetsu Express Pvt Ltd. (GKEPL)

GKEPL is India’s pioneer and leader in Express Distribution and Supply Chain Solutions, and offers an unmatched service offering that brings in local experience with global expertise. During the year under review, GKEPL recorded revenue of RS. 11,695 mn, EBITDA of RS. 743 mn and PAT of RS. 3I0 mn against a revenue of H II,I3I mn, EBITDA of RS. 759 mn and PAT of RS. 3I5 mn in the previous year.

At the onset of FY2017-18, the core B2B Surface Express volume grew at more than 5% over the same quarter of FY20I6-I7. This was a reversal from the historical seasonality where the business experienced a volume growth from Q4 FY20I6-I7 to QI FY20I7-I8. Additionally the high-yield retail portfolio contribution crossed 25% for the first time in almost eight quarters. These were positive indicators that our business had stabilized following the implementation of the ambitious Shop-Floor automation in FY20I7. However, Q2 FY20I8 had a rather sluggish start across industry sector on account of GST roll-out on July Ist. The customer industry sectors themselves had to go through the transition. After the initial jitters, your company experienced a strong resurgence with core surface volumes showing double digit growth in second half of FY20I8. Business Development focus on Key Enterprise Accounts (KEA), Customer Service focus on organic growth, and operations focus on de-growing and lost customers helped deliver double-digit growth across customer segment. Air volumes also showed double-digit growth in fourth quarter.

Going forward, your company is encouraged by a number of factors that will contribute to the long-term growth of the GKEPL portfolio. Adapting to the changing logistics structure in the post-GST environment, your company has taken a series of major network improvisations and combined it with an enhanced product portfolio to cater to the evolving needs of its customers across industry verticals. Your company is undertaking significant expansions across eight critical logistics nodes adding up to 8 lakh square feet. This will result in the two-fold plus increase in the distribution and warehousing capacities at these vital supply chain demand points. Your company has recently purchased 125 new trucks in March and is further looking at fuel efficient electric vehicles on a pilot basis for intra-city service operations in the next quarter. Your company, now through combination of its superior ground infrastructure and air network promises next day and same day delivery to a I00 km radius around 8 metro locations. Extending its leadership as a truly multi-modal player, your company has been awarded a new train lease tender by the Indian Railways for the Kolkata - Mumbai - Kolkata rail route starting with a 700 tonnes capacity in a round trip. The train has been flagged off on 22nd March 20I8. Your company’s kiosk network increased by around 50% and coupled with other measures, resulted in an increased demand in the B2C segment of the retail business.

Gati Kausar India Ltd. (GKIL)

India’s cold chain sector forms the backbone of the food processing and food service industry, providing cold storage and refrigerated transportation for a range of businesses including Packaged Foods, Quick Service Restaurants, Pharmaceuticals, Animal Protein, Fresh Fruit and Vegetables. Increasing consumer demand for quality processed food; stringent regulations for food safety and focus on Good Distribution Practices (GDP) in pharmaceuticals have all helped generate greater need for high-quality cold supply chain solutions. GKIL already has a visible presence in refrigerated transportation and serves many a number of popular brands. New Business Development and short-term strategy resulting in increased warehousing utilization on SCM and increased distance run on FTL side. The “Percentage Empty kilometres run” also has been showing a declining trend.

During the year under review, Gati Kausar recorded a revenue of RS. 390 mn, EBITDA loss of RS. 44 mn and Loss of RS. 223 mn against a revenue of RS. 44I mn, EBITDA loss of RS. 5 mn and Loss of H I55 mn in the previous period.

Going forward, the company endeavours to disrupt the Cold Chain market with such quality design and differentiated services, to build a proud Cold chain business. A network of Refrigerated Express Distribution Centers across the country will help your company provide differentiated, end-to-end Cold Chain solutions to customers, by providing time-definite cold chain delivery services.

Gati Import Export Trading Limited (GIETL)

GIETL, Wholly-Owned Subsidiary works with select clients to provide innovative GST-ready approaches to traditional distribution and facilitate regional access to global enterprises. For FY 2017-18, due to volume increases from key customers, revenues increased from RS. 592 mn in FY 2016-17 to RS. 792 mn in FY 2017-18. Your company’s strategy is to grow the high-yield Importer of Record (IOR) services for overseas sellers looking to grow their e-Commerce market in India.

Gati Asia Pacific Pte. Ltd. (APAC)

Your company’s APAC subsidiary revenues increased from RS. 444 mn in FY 2016-17 to RS. 767 mn in FY 2017-18, mainly supported by China-India express volume increase due to growing crossborder e-commerce. Going forward, your company will continue to support sellers on online platforms to participate in Cross-Border e-Commerce to grow APAC volumes.

Consolidated Financial Statements (CFS)

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your company has prepared the consolidated financial statements of the company which forms part of this Annual Report in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘ ‘Listing Regulations”). Your Company and its subsidiaries has adopted Ind AS from April 1, 2017 and accordingly the consolidated financial statements have been prepared on the basis of audited financial statements of your Company its subsidiaries, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

A separate statement containing the salient features of financial statement of all subsidiaries of the company in the prescribed Form AOC - 1 forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said Form also highlights the financial performance of each of the subsidiaries is included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the company during the business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM’). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, and all other documents required to be attached to this report have been uploaded on the website of the Company (www.gati.com).

Reserves

On a standalone basis, your directors have decided to retain the entire amount of RS. 344.76 mn in the retained earnings.

Fixed deposits (FD)

As on March 31, 2018, fixed deposits of your Company stood at RS. 145.76 mn out of which RS. 9.31 mn remain unclaimed and there were no overdue deposits as on that date. During the year under review, your Company has accepted deposits to the tune of RS. 93.21 mn. There was no default in repayment of deposits or payment of interest thereon during the year and there are no deposits which are in non-compliance with the requirements of the Companies Act, 20l3.The current fixed deposits carry a rating of “A Minus” issued by Credit Analysis and Research Limited (CARE).

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr Yasuhiro Kaneda, Director, who retires by rotation and being eligible, has offer himself for re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of all the Director proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.

Apart from the above, there have been no changes in Directors and KMP

Particulars of Employees and related disclosures

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The information required under section l97 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure -A to this report

Declaration on Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

Remuneration Policy

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and in line with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The evaluation process has been explained in the Corporate Governance Report.

Board Committees

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

Audit committee

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

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

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, forms part of the Financial Statements.

Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your Company have constituted a CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Company’s website.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at www.gati.com The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section I34(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Meetings of the Board and Committees

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

Vigil Mechanism

The Whistle-blower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Further the Whistle-blower Policy is available on the website of your company at www.gati.com.

Policy on Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, your Company has constituted Internal Committees (IC).

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

During the financial year 20I7-I8, no complaint of sexual harassment were received by the Company,

Familiarisation Programme for Independent Directors

Pursuant to the Listing Regulations, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc..

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

Directors’ Responsibility Statement

Pursuant to the requirement under section I 34(5) of the Companies Act, 20I3, with respect to the Directors’ Responsibility Statement relating to the Company (Standalone), it is hereby confirmed:

1. That in the preparation of the Accounts for the financial year ended March 3I, 20I8, the applicable accounting standards and schedule III of the Companies Act, 20I3 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 3I, 20I8 and of the profit and loss of the Company for the financial year ended March 3I, 20I8;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 (including any statutory modification(s) or re-enactment(s) for the time being in force), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts have been prepared on ‘going concern’ basis;

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

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

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, is annexed as Annexure - C.

Development and Implementation of Risk Management Policy

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

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

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

Internal Financial Controls

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

Further, the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in section I43 of Companies Act, 20I3) for the financial year ended March 3I, 20I8, which forms part to the Statutory Auditors Report.

Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the share in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividend of RS. 3,77,727/pertaining to the FY 2009-10. Further, 4,55,138 corresponding shares were transferred as per the requirement of IEPF rules. The details are also available on our website i.e. www.gati.com.

Auditors

a) Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 304045E), were appointed as Statutory Auditors of the Company at the 22nd AGM till the conclusion of the 27th AGM. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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

The Auditors’ Report for the financial year ended March 3 1, 2018 on the financial statement of the Company is a part of this Annual Report. The Auditors have given a qualified opinion on the standalone and consolidated financial statements of the Company, as described below:

(i) Auditors Qualification and Emphasis of Matter given in point no. 6 & 8 of the Auditor’s Report on standalone financial statements read with Note 6, 13 & 16(f) of the standalone financial statements, are self-explanatory and do not call for any further comments.

(ii) Auditors Qualification and Emphasis of Matter given in point no. 6 & 8 of the Auditor’s Report on consolidated financial statements read with Note 18, 35, 59 & 60 of the consolidated financial statements, are self-explanatory and do not call for any further comments.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. DVM & Associates LLP to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure - D. The Secretarial Auditors have given a qualified opinion which is described as below:

“During the year under review the Company have a slight delay in filling up vacancy in the office of Chief Financial Officer as required under Section 203(4) of the Companies Act, 2013. “

Board’s Comment:

The company has taken on board Mr Manoj Gupta, Chief Financial Officer (CFO) w.e.f. 1st May, 2017 i.e. within the period of six month from the date of resignation of the earlier CFO in compliance of the Section 203(4) of the Companies Act, 2013 and his appointment as CFO has been approved by the Board of Directors at their meeting held on 6th May 2017.

Further M/s. dvmgopal & Associates, Practising Company Secretaries, carries out Reconciliation of Share Capital Audit every quarter and the report thereon is submitted to the Stock Exchanges.

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

The above information as required under the Companies Act, 2013, is annexed as Annexure - E.

Employees Stock Option Scheme

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) and there have been no material changes to the schemes during the financial year 2017-18. The Company has received a certificate from the Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificate would be available at the Annual General Meeting for inspection by members.The details as required to be disclosed under the SBEB Regulations and certificate from Auditors are put on the Company’s website and may be accessed at: www.gati.com.

Conversion of Zero Coupon unsecured Foreign Currency Convertible Bonds (FCCB)

Your company had 22,182 No’s of outstanding Zero Coupon unsecured Foreign Currency Convertible Bonds (FCCB) at the start of the year which was due for conversion/redemption in Nov 2016/Dec 2016. In the current Financial Year the company and the bondholders has entered into a settlement agreement dated May 16, 2017, which has been approved by the Lok Adalat, City Civil Court Legal Service Authority Hyderabad on June 3, 2017.

Accordingly, during the year under review all the outstanding 22,182 No’s of FCCB are redeemed/converted as follows:-

a. 7,528 No’s of FCCB are redeemed as per the redemption notice received from the bondholders amounting to USD 99,99,750 in accordance with the terms of the FCCBs set out in the offer circular dated December 12, 2011.

b. Allotment of 99,99,499 equity shares of RS. 2/- each upon conversion of 7,373 No’s of FCCB as per the conversion notice received from the bondholders in accordance with the terms of the FCCBs set out in the offer circular dated December I2, 2011.

c. Allotment of 98,74,726 equity shares of RS. 2/- each upon conversion of 7,281 No’s of FCCB as per the conversion notice received from the bondholders in accordance with the terms of the FCCBs set out in the offer circular dated December 12, 2011.

Further there are no FCCBs outstanding as on March 31, 2018.

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). During the financial year under review, 2,90,516 equity shares were allotted on exercise of the options vested under the Employee Stock Option Scheme and 1,98,74,225 equity shares were allotted upon conversion of 14,654 No’s of Foreign Currency Convertible Bonds (FCCBs) and admitted for trading on NSE and BSE. Consequently, the Equity Share Capital of your Company increased from RS. 17,63,64,108/- comprising of 8,81,82,054 equity shares of RS. 2/- each to RS. 21,66,93,590/- comprising of 10,83,46,795 equity shares of RS. 2/- each as on March 31, 2018.

Board Policies

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

Corporate Governance

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

Management Discussion and Analysis (MD&A)

MD & A Report for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section and forms part of the Annual Report.

General

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

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

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOS referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

4. During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

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

6. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2018) and the date of the report (May 29, 2018).

Acknowledgment

Your Directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your company Your Directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

K L Chugh

Place: Hyderabad Chairman

Date: May 29, 2018 DIN: 00140124