We have audited the standalone financial statements of Gateway Distriparks Limited ("the Company"), whichcomprise the Balance sheet as at March 31 2025, the Statement of Profit and Loss, including the statement ofOther Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year thenended, and notes to the standalone financial statements, including a summary of material accounting policies andother explanatory information.
In our opinion and to the best of our information and according to the explanations given to us , except for theeffects of the matter described in the 'Basis for Qualified Opinion' section of our report, the aforesaid standalonefinancial statements give the information required by the Companies Act, 2013, as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31,2025, its profit including other comprehensive income,its cash flows and the changes in equity for the year ended on that date.
We draw attention to Note 35 to the accompanying standalone financial statements regarding the Company'sassessment of certain regulatory proceedings involving orders received under the Prohibition of Benami PropertyTransactions Act, 1988, and related advances of Rs. 866.25 lakhs paid in respect of proposed acquisition of landparcels which are currently under provisional attachment and held as benami property by the Adjudicating TaxAuthority. Having regard to the status of the matter as more fully discussed in that note, we are unable to commenton the provisions, if any, that may be required related to recovery of said advances and/or potential consequencesin respect of the proceedings on these standalone financial statements. Our audit report for the previous yearended March 31, 2024 was also qualified in respect of this matter.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs),as specified under section 143(10) of the Act. Our responsibilities under those Standards are further describedin the 'Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report. Weare independent of the Company in accordance with the 'Code of Ethics' issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.
We draw attention to Note 26(B)(g) to the accompanying standalone financial statements which describes theproceedings relating to demand orders/ notices received by the Company from Commissioner of Customs andAdditional Director General of Foreign Trade, challenging the SEIS benefits of Rs. 16,971.10 lakhs availed by theCompany for financial years 2015-16 to 2018-19 under the provisions of Foreign Trade (Development and Regulation)Act, 1992.
Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thestandalone financial statements for the financial year ended March 31, 2025. These matters were addressed in thecontext of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and wedo not provide a separate opinion on these matters. In addition to the matter described in the 'Basis for Qualified
Opinion' section, we have determined the matters described below to be the key audit matters to be communicatedin our report. For each matter below, our description of how our audit addressed the matter is provided in thatcontext.
We have determined that matters described below to be the key audit matters to be communicated in our report.We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalonefinancial statements section of our report, including in relation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond to our assessment of the risks of material misstatementof the standalone financial statements. The results of our audit procedures, including the procedures performedto address the matters below, provide the basis for our audit opinion on the accompanying standalone financialstatements.
Key audit matters
How our audit addressed the key audit matter
Revenue recognition (as described in Note 16 and 2.2(f) of the standalone financial statements)
For the year ended March 31, 2025, the Company hasrecognized revenue from operations of Rs. 1,50,499.08lakhs.
Revenue from rendering of container transportation andhandling services is recognized based on containerstransported/handled and is accrued with reference tothe throughput handled, the terms of the agreementfor such service where the recovery of consideration isprobable and the stage of services, in accordance withthe requirements of Ind AS 115 'Revenue from Contractswith Customers'.
The tariff applied is the rate agreed with customers orestimated by management based on the latest terms ofthe agreement or latest negotiation with customers andother industry considerations.
Due to the large variety and complexity of contractualterms, as well as ongoing negotiations with customers,significant judgements are required to estimate the tariffrates applied. If the actual rate differs from the estimatedrate applied, this will have an impact on the accuracy ofrevenue recognized in the current year and accrued asat year end.
Revenue is also an important element of how theCompany measures its performance, upon which themanagement is incentivized. The Company focuses onrevenue as a key performance measure, which couldcreate an incentive for revenue to be recognized beforemeeting the requirements of revenue recognition underInd AS 115.
Accordingly, due to significant risk associated withrevenue recognition, it was determined to be a keyaudit matter in our audit of the standalone financialstatements.
Our audit procedures, among others included the
following:
• We assessed the Company's revenue recognitionaccounting policies including those related todiscounts and rebates and ensured that same arein compliance with Ind AS.
• We assessed the Company's revenue recognitionpolicy and its compliance in terms of Ind AS 115'Revenue from contracts with customers'.
• We understood, evaluated the design and testedthe operating effectiveness of key controls relatedto revenue recognition.
• We selected and tested samples of individualrevenue transaction and traced the same tounderlying invoices, customer agreements andother related documents to assess that the revenuehas been recognized as per the tariff agreed/latestcorrespondence with the customer.
• We also tested samples of revenue transactionsmade before and after the year end and comparedthe period of revenue recognition to supportingdocumentation to ensure that revenue andcorresponding trade receivables are properlyrecorded in the correct period.
• We verified the bank advices and credit notes on asample basis for the net settlement and reviewedaged items for any disputed amounts.
• We tested underlying documentation for journalentries which were considered to be materialrelated to revenue recognition.
Litigation, arbitrations, claims and other contingencies (as described in Note 26 of the standalone financialstatements)
As of March 31, 2025, the Company has disclosedcontingent liabilities of Rs. 25,970.41 lakhs relating totax and legal claims.
Taxation, arbitration and litigation exposures have beenidentified as a key audit matter due to the large numberof complex tax and legal claims across the Company.
Due to complexity of cases, timescales for resolutionand need to negotiate with various authorities, thereis significant judgement required by management inassessing the exposure of each case and thus a riskthat such cases may not be adequately provided for ordisclosed in the standalone financial statements.
Accordingly, claims, litigations, arbitrations andcontingent liabilities was determined to be a keyaudit matter in our audit of the standalone financialstatements.
• We obtained an understanding of the process ofidentification of claims, litigations, arbitrations andcontingent liabilities, and evaluated the design andtested the operating effectiveness of key controls.
• We obtained the legal and tax cases summaryand assessed management's position throughdiscussions with the legal head, tax head andmanagement, on both the probability of successin significant cases, and the magnitude of anypotential loss.
• We obtained external confirmation fromrelevant third-party legal counsel and conducteddiscussions with them regarding material cases.We evaluated the objectivity, independence,competence and relevant experience of third-partylegal counsel.
• We obtained external legal opinions andother evidence to corroborate management'sassessment of the risk profile in respect of legalclaims.
• We involved our tax specialists to assessmanagement's application and interpretation of taxlegislation affecting the Company, and to considerthe quantification of exposures and settlementsarising from disputes with tax authorities.
• We assessed the adequacy of the disclosures inthe tandalone financial statements with regardto the facts and circumstances of the legal andlitigation matters.
Impairment of Goodwill (as described in note 4 of the standalone financial statements)
The Company's balance sheet includes Rs. 30,296.53lakhs of goodwill. In accordance with Ind AS, thesebalances are allocated to Cash Generating Units(CGUs) which are tested annually for impairment usingdiscounted cashflow models of each CGU's recoverablevalue compared to the carrying value of the assets. Adeficit between the recoverable value and the CGU's netassets would result in impairment.
The inputs to the impairment testing model which havethe most significant impact on CGU recoverable valueinclude:
- Projected revenue growth, operating margins andoperating cash-flows in the years 1 to 5;
- Stable long-term growth rates till perpetuity; and
- Business specific discount rates (pre-tax).
The annual impairment testing is considered a significantaccounting judgement and estimate and a key auditmatter because the assumptions on which the tests arebased are highly judgmental and are affected by futuremarket and economic conditions which are inherentlyuncertain, and because of the materiality of the balancesto standalone financial statements as a whole.
• We assessed the Company's methodology appliedin determining the CGUs to which the goodwill isallocated.
• We assessed the assumptions used by themanagement for cash flow forecasts includingdiscount rates, expected growth rates and terminalgrowth rates used.
• We assessed the recoverable value by performingsensitivity testing of key assumptions used.
• We discussed potential changes in the keyassumptions as compared to the previous year /actual performance with management in orderto evaluate whether the inputs and assumptionsused in the cash flow forecasts were suitable.
• We tested the arithmetical accuracy of the cashflow model prepared by the management.
• We assessed the adequacy of the disclosures inthe standalone financial statements.
Except for the matter described in the 'Basis for Qualified Opinion' section of our report, we have determined thatthere are no other key audit matters to communicate in our report.
The Company's Board of Directors is responsible for the other information. The other information comprises theinformation included in the Annual report, but does not include the standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informationand, in doing so, consider whether such other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of the Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respectto the preparation of these standalone financial statements that give a true and fair view of the financial position,financial performance including other comprehensive income, cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls with reference to financial statementsin place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the standalone financial statements for the financial year ended March 31, 2025and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, except for the matter(s) stated in the Basis for Qualified Opinion
paragraph above, we report, to the extent applicable, that:
(a) We have sought and except for the matter described in the Basis for Qualified Opinion paragraph, obtainedall the information and explanations which to the best of our knowledge and belief were necessary for thepurposes of our audit;
(b) Except for the matter described in the Basis for Qualified Opinion paragraph and in the paragraph(j)vi belowon reporting under Rule 11 (g) in our opinion, proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account;
(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in ouropinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended, specifiedunder section 133 of the Act;
(e) The matters described in the Basis for Qualified Opinion paragraph and Emphasis of Matter paragraphabove, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31,2025 from beingappointed as a director in terms of Section 164 (2) of the Act;
(g) The qualification relating to the maintenance of accounts and other matters connected therewith are asstated in the Basis for Qualified Opinion paragraph and paragraph (b) above on reporting under section143(3)(b) and paragraph (j)vi. below on reporting under Rule 11(g);
(h) With respect to the adequacy of the internal financial controls with reference to standalone financialstatements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2"to this report;
(i) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided bythe Company to its directors in accordance with the provisions of section 197 read with Schedule V to theAct.
(j) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalonefinancial statements - Refer Note 26 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company.
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any other sourcesor kind of funds) by the Company to or in an other person(s) or entity(ies), including foreign entities("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediaryshall, whether, directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have beenreceived by the Company from any person(s) or entity(ies), including foreign entities ("FundingParties"), with the understanding, whether recorded in writing or otherwise, that the Company shall,whether, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriatein the circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material misstatement.
v. The interim dividend declared and paid by the Company during the year and until the date of this auditreport is in accordance with section 123 of the Act.
vi. Based on our examination which included test checks, the Company has used accounting software formaintaining its books of account which has a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded in the software exceptthat, audit trail feature is not enabled at database level, as described in note 36 to the standalonefinancial statements. Further, during the course of our audit we did not come across any instance ofaudit trail feature being tampered with. Additionally, the audit trail to the extent it was enabled has beenpreserved by the Company as per the statutory requirements for record retention.
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
Partner
Membership Number: 501396
UDIN:
Place: New Delhi
Date: May 27, 2025