Auditor Report of Allcargo Terminals Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Allcargo Terminals Limited (“the Company”) which
comprise the Balance sheet as at March 31, 2025, the Statement of
Profit and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in
Equity for the year then ended and notes to the standalone financial
statements, including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013, as amended (“the Act”) in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2025, its profits including other comprehensive loss, its
cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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 described in the ''Auditor''s Responsibilities for the Audit of
the Standalone Financial Statements'' section of our report. We are
independent of the Company in accordance with the ''Code of Ethics''
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules
thereunder and we have fulfilled our other ethical responsibilities

in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Emphasis of Matter

We draw attention to Note 49 to the Standalone Financial Statements,
which describes the Search operation by the Income tax Authorities
at various premises of the Company, its subsidiary and one of the
key management personnel. Our opinion is not modified in respect
of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2025.
These matters were addressed in the context of our audit of the
standalone financial statements as a whole and in forming our
opinion thereon and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.

We have determined the 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 standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying standalone
financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition (as described in Note 24 of the standalone financial statements)
For the year ended March 31, 2025, the Company has recognized	Our audit procedures included the following:
revenue from operations of '' 51,371.47 lakhs.	We assessed the Company''s revenue recognition accounting
Revenue from rendering of container transportation and handling	policies including those related to discounts and rebates and
services is recognized based on containers transported/handled,	ensured that same are in compliance with Ind AS.
the terms of the agreement for such service where the recovery of consideration is probable and the stage of services, in accordance with the requirements of Ind AS 115 ''Revenue from Contracts with Customers''.	• We evaluated the Company''s accounting policies pertaining to revenue recognition and assessed compliance with the policies in terms of Ind AS 115 - Revenue from Contracts with Customers.
The tariff applied is the rate agreed with customers or estimated by management based on the latest terms of the agreement or latest negotiation with customers and other industry considerations.	• We assessed the design and operational effectiveness of controls related to revenue recognition.
Revenue is also an important element of how the Company measures its performance, upon which the management is incentivized. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before meeting the requirements of revenue recognition under Ind AS 115.	• We selected and tested on a sample basis and inspected the underlying customer invoices, rate contracts and agreements with customers, Import General Manifest (IGM) for imports and shipping bill for exports and other underlying documents to assess that revenue has been recognized based on completion of performance obligations of the Company in accordance with Ind AS 115.

Key audit matters	How our audit addressed the key audit matter
Accordingly, due to significant risk associated with revenue	• We also tested on sample basis, revenue transactions made
recognition as various types of arrangements with customers are	before and after the year end and compared the period of
involved, it was determined to be a key audit matter in our audit of	revenue recognition to supporting documentation to ensure
the Standalone financial statements.	that revenue and corresponding trade receivables or unbilled revenue are properly recorded in correct period. • We have verified credit notes on a sample basis with underlying documentation and approvals thereon for appropriateness. • Assessed the completeness of disclosures in accordance with Ind AS and Schedule III to the Act.
Income taxes - recoverability of deferred tax assets (as described	in Note 10 of the standalone financial statements)
At March 31, 2025, the Company had net deferred tax assets of '' 6,116.00 lakhs, which include Minimum Alternate Tax (MAT) of	Our audit procedures, among other things included the following:
'' 4,105.64 lakhs paid in accordance with the income tax provisions.	We evaluated the Company''s accounting policies with respect to recognition of tax credits in accordance with Ind AS 12 “Income
MAT is recognized as deferred tax asset in the balance sheet based on a judgment that it is probable that the future economic benefit	Taxes”
in the form of availability of set off against future income tax liability	• We obtained an understanding of the process relating to
will be realized.	recognition and assessment of recoverability of deferred tax asset and evaluated the design and tested the effectiveness of
The recognition of MAT and its subsequent assessment of recoverability within the allowed time frame involves significant	financial controls in this area relevant to our audit.
estimate of the financial projections, availability of sufficient	• We have evaluated the Company''s assumptions and
taxable income in the future and significant judgements in the	estimates in relation to the likelihood of generating sufficient
interpretation of tax regulations and tax positions adopted by the	future taxable income based on most recent budgets and
management, based on which we determined MAT to be a key	plans, prepared by management principally by performing
audit matter. The Company''s disclosures are included in Note 2.2(e) and Note 10	sensitivity analyses and evaluated and tested the key assumptions used to determine the amounts recognized.
to the financial statements, which outlines the accounting policy	• We assessed the reasonableness of management''s
for taxes and details of the year on year movement in deferred tax	assumptions including future taxable profits, MAT utilization
assets and liabilities.	projections considering the relevant economic and industry indicators. • We involved tax specialists who evaluated the Company''s tax positions. • We have tested the mathematical accuracy of tax calculation and the unutilized MAT balance carried forward. • We assessed the disclosures in accordance with the requirements of Ind AS 12 “Income Taxes.

Information Other than the Financial Statements
and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report but does not include the standalone
financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent

with the standalone financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.

Responsibilities of 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 respect to 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 in accordance 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 accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates
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 accounting records, relevant to the preparation and presentation
of the standalone financial statements that give a true and fair view
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 ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern 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.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence 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 skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks
and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related disclosures in
the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report.
However, future events or conditions may cause the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence and to communicate with them all relationships
and other matters that may reasonably 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, 2025 and are therefore the key
audit matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected 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, we report, to the extent
applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books except for the matters
stated in paragraph (i)(vi) below on reporting under Rule
11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the
books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above on reporting under Section 143(3)(b)
and paragraph 2 (i)(vi) below on reporting under Rule 11(g);

(g) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in “Annexure 2” to
this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2025 has been paid / provided
by the Company to its directors in accordance with the
provisions of Section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 34(a) to the
standalone financial statements;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

iv. a) The management has represented that, to the

best of its knowledge and belief, no funds have
been advanced or loaned or invested (either
from borrowed funds or share premium or any
other sources or kind of funds) by the Company
to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the

Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or 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 been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), 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 manner
whatsoever 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
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a)
and (b) contain any material misstatement.

v. Based on our examination which included test
checks, the Company has used four accounting
softwares for maintaining its books of account,
which have a feature of recording audit trail (edit
log) facility and the same has operated throughout
the year for all relevant transactions recorded in
the software, except, as described in Note 48 in the
standalone financial statements, in case of one
software, audit trail is not enabled for changes to
master data while using certain access rights, while
audit trail feature is not enabled for certain changes
made using privileged / administrative access
rights. Also, in respect of another software, audit trail
is not enabled for any modifications at application
level and deletion logs for some transactions. At
application level throughout the year. Further, during
the course of our audit we did not come across any
instance of audit trail feature being tampered with in
respect of the accounting softwares where audit trail
has been enabled.

Additionally, the audit trail of relevant prior years has
been preserved by the Company as per statutory
requirements for record retention, to the extent it
was enabled and recorded in those respective years,
as stated in Note 48 to the standalone financial
statements.

For S.R. Batliboi & Associates LLP

Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Aniket Sohani

Partner

Membership Number: 117142
UDIN: 25117142BMKVPY8412
Chicago, USA
May 14, 2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Allcargo Terminals Limited (“the Company") which comprise the Balance sheet as at March 31,2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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 described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the 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 standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
(a) Revenue recognition (as described in Note 25 of the standalone financial statements)
For the year ended March 31,2024, the Company has recognized	Our audit procedures included the following:
revenue from operations of Rs. 50,060.55 lakhs.	We assessed the Company''s revenue recognition accounting
Revenue from rendering services relating to Container freight	policies including those related to discounts and rebates and
stations is recognized based on containers transported/handled,	ensured that same are in compliance with Ind AS.
the terms of the agreement for such service where the recovery of consideration is probable and the stage of services, in accordance with the requirements of Ind AS 115 ''Revenue from Contracts with Customers''.	• We evaluated the Company''s accounting policies pertaining to revenue recognition and assessed compliance with the policies in terms of Ind AS 115 - Revenue from Contracts with
The tariff applied is the rate agreed with customers or estimated by management based on the latest terms of the agreement or latest negotiation with customers and other industry considerations.	• We have assessed the design and operational effectiveness of controls related to revenue recognition.
Revenue is also an important element of how the Company measures its performance, upon which the management is incentivised. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognised before meeting the requirements of revenue recognition under Ind AS 115.	• We selected and tested on a sample basis, and inspected the underlying customer invoices, rate contracts and agreements with customers, Import General Manifest (IGM) for imports and shipping bill for exports and other underlying documents to assess that revenue has been recognized based on completion of performance obligations of the Company in accordance with Ind AS 115.
Accordingly, due to significant risk associated with revenue recognition as various types of arrangements with customers are involved, it was determined to be a key audit matter in our audit of the Standalone financial statements.	• We also tested on sample basis, revenue transactions made before and after the year end and compared the period of revenue recognition to supporting documentation to ensure that revenue and corresponding trade receivables or unbilled revenue are properly recorded in appropriate period.

Key audit matters	How our audit addressed the key audit matter
	• We have verified credit notes on a sample basis with underlying documentation and approvals thereon for appropriateness.
	• Assessed the completeness of disclosures in accordance with Ind AS and Schedule III to the Act.
Income taxes - recoverability of deferred tax assets (as described ir	i Note 10 of the standalone financial statements)
At March 31, 2024, the Company have recognized deferred	Our audit procedures, among other things included the following:
tax assets (net) of Rs. 6,617.97 lakhs, which include Minimum Alternate Tax (MAT) of Rs. 5,372.44 lakhs paid in accordance with the income tax provisions.	We evaluated the Company''s accounting policies with respect to recognition of tax credits in accordance with Ind AS 12 “Income Taxes"
MAT is recognized as deferred tax asset in the balance sheet based on a judgment that it is probable that the future economic benefit in the form of availability of set off against future income tax liability will be realized.	• We obtained an understanding of the process relating to recognition and assessment of recoverability of deferred tax asset and evaluated the design and tested the effectiveness of financial controls in this area relevant to our audit.
The recognition of MAT and its subsequent assessment of recoverability within the allowed time frame involves significant estimate of the financial projections, availability of sufficient taxable income in the future and significant judgements in the interpretation of tax regulations and tax positions adopted by the management, based on which we determined MAT to be a key audit matter.	• We have evaluated the Company''s assumptions and estimates in relation to the likelihood of generating sufficient future taxable income based on most recent budgets and plans, prepared by management principally by performing sensitivity analyses and evaluated and tested the key assumptions used to determine the amounts recognized.
The Company''s disclosures are included in Note 2.2(e) and Note 10 to the financial statements, which outlines the accounting policy for taxes and details of the year on year movement in deferred tax assets and liabilities.	• We assessed the reasonableness of management''s assumptions including future taxable profits, MAT utilization projections considering the relevant economic and industry indicators.
	• We involved tax specialists who evaluated the Company''s tax positions.
	• We have tested the mathematical accuracy of tax calculation and the unutilized MAT balance carried forward.
	• We assessed the disclosures in accordance with the requirements of Ind AS 12 “Income Taxes"

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of 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 respect to 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 in accordance 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 accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates 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 accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view 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 ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern 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.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence 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 skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably 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 31,2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected 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, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph (i)(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2" to this report;

(g) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g);

(h) In our opinion, the managerial remuneration for the year ended March 31,2024 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 35(a) to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that, to the

best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or 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 been received by the Company from any person or entity, including foreign entities (“Funding Parties"), 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 manner whatsoever 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 appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

vi. Based on our examination which included test checks, the Company has used four accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except, as described in note 49 in the standalone financial statements, in case of one software, audit trail is not enabled for changes

to master data when using certain access rights. Also, in respect of another software, audit trail is not enabled for any modifications and deletion at application level. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting softwares where audit trail has been enabled.

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004

per Aniket Sohani

Partner

Membership Number: 117142 UDIN: 24117142BKDHZU2929

Place of Signature: Mumbai Date: May 17, 2024

---

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Members of Allcargo Terminals Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial
statements of Allcargo Terminals Limited ("the Company"),
which comprise the Balance sheet as at March 31 2023, the
Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Statement of Cash Flow and
the Statement of Changes in Equity for the year then ended
and notes to the standalone financial statements, including
a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013, as amended ("the Act") in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

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 described in the ''Auditor''s Responsibilities
for the Audit of the [Standalone] Financial Statements'' Section of
our report. We are independent of the Company in accordance
with the ''Code of Ethics'' issued by the Institute of Chartered
Accountants of India together with the ethical requirements
that are relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial
statements.

Emphasis of Matter

We draw attention to Note 42 of the standalone financial
statements regarding accounting of demerger of ''Container
Freight Stations and Inland Container Depot'' of Allcargo Logistics
Limited (''Demerged Undertaking'') into the Company under
the Scheme of Arrangement (the ''Scheme'') approved by the
National Company Law Tribunal (''NCLT''). In accordance with
the provisions of Ind AS 103 notified under Companies (Indian
Accounting Standards) Rules, 2015 as amended, the Demerger
should have been accounted for from the date of transfer of
control. However, the same has been accounted for with effect
from appointed date i.e. April 1, 2022 in accordance with the
Scheme and Circular No. 09/2019 dated August 21, 2019 issued
by the Ministry of Corporate Affairs (''MCA''). Our opinion is not
modified in respect of this matter.

Information Other than the Financial Statements and Auditor''s
Report Thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board of Director''s report, but does not include
the standalone financial statements and our auditor''s report
thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and in doing so, consider whether such other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.

Responsibility of 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 respect to 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 in accordance 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 accordance with the provisions
of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates 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
accounting records, relevant to the preparation and presentation
of the standalone financial statements that give a true and fair
view 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 ability to continue
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern 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.

Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error and
to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence 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 skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management''s use of
the going concern basis of accounting and based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company''s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor''s
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our auditor''s report. However, future events
or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence and where applicable, related
safeguards.

Other Matter

The financial statements of the Company for the year ended
March 31, 2022, included in these standalone financial statements,
have been audited by the predecessor auditor who expressed
an unmodified opinion on those statements on May 23, 2022.

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, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the 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 Comprehensive
Income, the Statement of Cash Flow and Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2023 taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31, 2023 from being appointed
as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure 2" to
this report;

(g) During the Financial year ended March 31, 2023,
Company has not paid / provided for the Managerial
Remuneration.

(h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given to
us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note 34 to
the standalone financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. a) The management has represented that, to the

best of its knowledge and belief, other than
as disclosed in the note 43 to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the Company
to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary

shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) The management has represented that, to the
best of its knowledge and belief, other than
as disclosed in the note 43 to the standalone
financial statements, no funds have been
received by the Company from any person(s)
or entity(ies), including foreign entities
("Funding Parties"), 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 manner whatsoever
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

appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (a) and (b) contain any material
misstatement.

v. No dividend has been declared or paid during the
year by the Company.

vi. As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable for the Company only
w.e.f. April 1, 2023, reporting under this clause is not
applicable.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Aniket Sohani

Partner

Membership Number: 117142

UDIN: 23117142BGYJBJ3133

Place of Signature: Mumbai

Date: July 05, 2023