Directors Report of Allcargo Terminals Ltd.

Mar 31, 2025

The Board of Directors take the great pleasure in presenting the Sixth Annual Report along with the Audited Financial Statements for the
financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	76,680.18	74,456.85	54,781.52	50,897.71
Total Expenses	71,864.22	69,808.28	47,742.14	46,593.94
Profit before share of profit from associates, joint ventures, exceptional items and tax	4,815.96	4,648.57	7,039.38	4,303.77
Share of profits from associates and joint ventures	671.81	510.17	-	-
Profit before exceptional items and tax	5,487.77	5,158.74	7,039.38	4,303.77
Exceptional items	(750.00)	-	-	-
Profit before tax after exceptional items Tax expense	4,737.77	5,158.74	7,039.38	4,303.77
- Current tax	2,758.93	1,953.95	2,390.65	1,588.88
- Deferred tax	(1,035.74)	(1,065.74)	(572.76)	(775.98)
- Adjustment of Taxes relating to earlier years	(8.80)	(199.24)	(73.30)	(294.95)
Profit for the Year	3,023.38	4,469.77	5,294.79	3,785.82
Other Comprehensive Income for the year, net of tax	(30.39)	(16.69)	(27.83)	(19.50)
Total Comprehensive Income for the year, net of tax Profit attributable to	2,992.99	4,453.08	5,266.96	3,766.32
- Equity holders of the parent	3,048.05	4,439.82	5,294.79	3,785.82
- Non-controlling interests Other Comprehensive Income attributable to	(24.67)	29.95	-	-
- Equity holders of the parent	(30.22)	(17.11)	(27.83)	(19.50)
- Non-controlling interests Total Comprehensive Income attributable to	(0.17)	0.42
- Equity holders of the parent	3,017.83	4,422.71	5,266.96	3,766.32
- Non-controlling interests Earning Per Share (EPS)	(24.84)	30.37	-	-
Basic	1.24	1.81	2.16	1.54
Diluted	1.24	1.81	2.16	1.54

Pursuant to the provisions of the Companies Act, 2013 (the “Act”), the Financial Statements of the Company for the period ended
March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Considering the future business plans of the Company along with requirement of the funds for execution of plans and expansion capacity,
your Directors think it is prudent not to recommend any dividend to the shareholders for the financial year ended March 31, 2025.

The dividend payout is in line with the Company''s Dividend Distribution Policy in accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). The above-mentioned
policy has been hosted on the Company''s website Dividend-Distribution-Policy.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of the Reserves of the Company.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2024-25 was ''75,781.39 Lakhs as
compared to ''73,298.14 Lakhs, an increase of 3.39 % over the previous
year.

The Business Earnings before Interest, Depreciation, Tax and
Amortization (“EBIDTA”) stood at ''12,847.81 Lakhs, an increase 9.50 %
as compared to ''11,733.61 Lakhs earned in the previous year.

The Profit for the year attributable to the members and
non-controlling interest stood at ''3,023.38 Lakhs, a decrease by
32.36% as compared to ''4,469.77 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax was positive ''10,839.08
Lakhs (as at March 31, 2024 ''9,921.48 Lakhs). Spend on capex was
''708.66 Lakhs. The borrowing of the Company as at March 31, 2025
stood at '' 11,311.24 Lakhs (as at March 31, 2024 ''3,699.85 Lakhs). Cash
and bank balances including investment in mutual funds stood at
'' 8,981.29 Lakhs (as at March 31, 2024 ''6,149.03 Lakhs). The Net Debt to
Equity stood at 0.41 times (as at March 31, 2024 0.15 times).

Standalone:

The revenue from operations for FY2024-25 was ''51,371.47 Lakhs as
compared to ''50,283.70 Lakhs, an increase of 2.16 % over the previous
year.

The EBITDA stood at ''10,817.50 Lakhs, as compared to 10,626.86 Lakhs,
an increase of 1.79 % earned in the previous year.

The profit after taxes was ''5,294.75 Lakhs as compared to ''3,785.82
Lakhs, an increase of 40% of the previous year.

Standalone Cash Flow:

The Cash flows from operations post tax was positive ''8,985.81 Lakhs
(as at March 31, 2024 ''8,907.67 Lakhs). Spend on capex was ''665.68
Lakhs. The borrowing of the Company as at March 31, 2025 stood at
''11,311.24 Lakhs (as at March 31, 2024 ''3,699.85 Lakhs). Cash and bank
balances including investment in mutual funds stood at ''4,684.09
Lakhs (as at March 31, 2024 ''1,418.28 Lakhs). The Net Debt to Equity
stood at 0.44 times (as at March 31, 2024 0.18 times).

BUSINESS OVERVIEW

FY25 marks the second year of Allcargo Terminals Limited (ATL) as
an independent listed entity. Volumes and revenue have grown and
the steady upward trajectory in EBITDA/TEU reflects coming together
of commercial initiatives with the trademark Allcargo''s reliability and
operations excellence. The fundamentals of ATL''s business are robust
- strong customer connect, reliable stakeholder management
backed with lean, agile, and digital systems enabling ATL to maintain
its leading position amongst CFS providers in the country.

During the year, ATL augmented its operational capacity by 27% in key
markets of Nhava Sheva and Mundra and renewed its long-standing
partnership with Central Warehousing Corporation (CWC) at Mundra
for another five years. A key strategic move was ATL''s investment
in Haryana Orbital Rail Corporation Limited (HORCL), setting the
stage for the Company to expand its presence in Northern India,

particularly in the high-growth NCR region. ATL continues to focus
on operational excellence, digital transformation and ESG leadership.
Sustainable practices such as the deployment of electric forklifts and
use of solar energy are integrated into its operations, reiterating a
strong commitment to responsible growth.

With the capacity expansion and strategic investments, ATL''s asset
right approach positions its well to contribute to the needs of our
growing economy, realise its growth aspirations and deliver long
term value for its stakeholders.

STATE OF COMPANY''S AFFAIRS

Acquisition of 9,12,00,000 Equity Shares (7.60%) of Haryana Orbital
Rail Corporation Limited by the Company

The Company has acquired 9,12,00,000 Equity Shares of Haryana
Orbital Rail Corporation Limited (“HORCL”) held by Allcargo Logistics
Limited, Promoter Group of the Company. The aforesaid transaction,
being a Material Related Party transaction was further approved
by the shareholders of the Company in the Extra Ordinary General
meeting (EGM) held on October 28, 2024 and the acquisition of
9,12,00,000 equity shares aggregating to 7.60% was completed on
November 08, 2024. As on date, Haryana Orbital Rail Corporation
Limited is an associate of the Company.

The key rationale for investment in HORCL was based on achieving
long term strategic growth, to develop and operate the rail
connected ICD facility at Farrukhnagar. This facility would compete
with other facilities in the region and hence needs to have strategic
advantages in terms of location and connectivity. For strategic
connectivity to Dedicated Freight Corridor (DFC), the Company
acquired strategic equity stake in HORCL. This strategic equity will
offer a strong competitive advantage to the Company.

Employees Stock Appreciation Rights 2024

The Company had approved issuance of Employees Stock
Appreciation Rights (“ESAR”) to the employees of the Company and
Group Companies vide Board Resolution dated February 01, 2024,
which was subsequently approved by the shareholders at the Annual
General Meeting held on September 23, 2024, as per Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The aggregate number of shares upon
exercise of ESARs would not exceed 86,00,000 (Eighty-Six Lakhs only)
Shares of face value of ''2/- (Rupees Two only), each fully paid up,
of the Company. The Company has also obtained the in-principle
approval from the BSE Limited and the National Stock Exchange of
India Limited for the granting of ESAR under the Plan to the employees
of the Company and Group Companies collectively.

During the year under review, the Company granted 24,87,500
ESARs to eligible employees of the Company and Group Companies
collectively, on January 04, 2025 with a view to attract and retain
the senior talents and reward them for their performance and to
contribute to the growth & profitability of the Company. The status
of the available ESARs as on the date of this Report is as detailed
hereunder:

Sr. No	Particulars	ESARs
1	Total ESARs approved	86,00,000
2	Less: ESARs granted	(24,87,500)
	Available ESARs	61,12,500

The disclosure in terms of Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is available on the website of the Company
at ESAR-Information-under-Reg-14-SBEB.pdf.

Further, the Company has obtained ESAR Certificate from the
Secretarial Auditors as per Regulation 13 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The same is available on the website of the
Company at ESAR-Certificate 2025-26.pdf

Shifting of the Registered Office of the Company

The Board of Directors in its meeting held on January 06, 2025, had
approved shifting of the Registered Office of the Company from “2^nd
Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (East),
Mumbai 400 098” to “4^th Floor, A Wing, Allcargo House, CST Road,
Kalina, Santacruz (East), Mumbai 400 098”.

Acquisition of balance 15% stake of Speedy Multimodes Limited
(Material Subsidiary) of the Company through Share Swap
Arrangement on Preferential Basis to Mr Ashish Chandna, Chief
Executive Officer and Key Managerial Personnel of the Company

The Company had acquired 2,31,20,000 equity shares (85%) of
Speedy Multimodes Limited (“SML”) in the year 2021 from Avvashya
Capital Private Limited, thereby making it a material subsidiary of the
Company. Further, the Board of Directors of Company at it''s meeting
held on January 17, 2025 had approved Preferential issue of equity
shares of the company for consideration other than cash, i.e. in lieu
of acquiring 15% shares of SML, held by Mr Ashish Chandna, Chief
Executive Officer of the Company & SML. This acquisition of 40,80,000
equity shares of SML valued at INR 66.3 per equity share was carried
out in lieu of issue of 63,64,800 equity shares of Allcargo Terminals
Limited aggregating to 2.53% of total paid up capital of the Company
on Preferential basis to Mr Ashish Chandna at an issue price of INR
42.4 per equity share which was approved by the members of the
Company by way of special resolution passed through Postal Ballot
on February 16, 2025.

Additionally, the Company had received In Principle approval from
BSE Limited (“BSE”) and National Stock Exchange of India Limited
(“NSE”) (“Stock Exchanges”) vide approval letters dated March 27,
2025. The Company had allotted these shares to Mr Chandna on April
01, 2025. The acquisition was completed on April 16, 2025, resulting
in the Company holding a 100% stake in SML, thereby making SML a
wholly owned subsidiary of the Company.

The Company has received all necessary regulatory approvals as
per applicable laws. The Company received Trading Approval for
preferential issue of 63,64,800 equity shares on May 12, 2025.

CHANGES IN THE NATURE OF BUSINESS

The Company continued to provide CFS/ ICD business services to its
customers and hence, there was no change in the nature of business
or operations of the Company, which impacted the financial position
of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

In order to finance the acquisition of shares of Haryana Orbital
Rail Corporation Limited (HORCL) from Allcargo Logistics Limited

(ACL), a Promoter Group Company, the Company had approved
the borrowing of a Rupee Term Loan of ''140 Crores from Aseem
Infrastructure Finance Limited (AIFL). The loan will be utilized
exclusively for the purpose of acquiring the said shares from ACL,
thereby facilitating the consolidation of the Company''s strategic
interests in HORCL. This development constitutes a material change
and commitment that is expected to have an impact on the financial
position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals which would adversely
impact the going concern status and the Company''s operations in
future.

CREDIT RATING

On June 07, 2024, the Company had received Credit Rating for its
long term and short term Bank/Financial Institutional loan facilities
from CRISIL Ratings Limited as mentioned below:

Sr No	Instrument	Ratings
Bank Loan Facilities Rated 1 Long Term Rating		CRISIL A /Stable (Assigned)
2	Short Term Rating	CRISIL A1 (Assigned)

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any
deposits from the public falling within the meaning of Section 73
and 76 of the Companies Act, 2013 (“the Act”) and Rules framed
thereunder.

SHARE CAPITAL

As on March 31, 2025, the authorized Share Capital of the Company is
''55,00,00,000/- (Rupees Fifty-Five Crores) consisting of 27,50,00,000
(Twenty-Seven Crores and Fifty Lakhs) equity shares of ''2/- (Rupees
Two) each.

Issued, subscribed and paid-up capital of the Company as at March
31, 2025 is ''49,13,91,048 (Rupees Forty Nine Crores Thirteen Lakhs
Ninety One thousand and Forty Eight) consisting of 24,56,95,524
(Twenty Four Crores Fifty Six Lakhs Ninety Five Thousand Five Hundred
and Twenty Four) equity shares of ''2/- (Rupees Two) each.

On April 01, 2025, the Company issued and allotted 63,64,800 (Sixty
Three Lakhs Sixty Four Thousand and Eight Hundred) Equity shares
of Face value of ''2/- (Rupees Two) each to Mr Ashish Vijayprakash
Chandna, Chief Executive Officer (“CEO”) of the Company in lieu
of acquisition of 40,80,000 Equity shares of Speedy Multimodes
Limited, Material Subsidiary of the Company. Consequently, the
issued, subscribed and paid-up capital of the Company amounts to
''50,41,20,648 (Rupees Fifty Crores Forty One Lakhs Twenty Thousand
Six Hundred and Forty Eight) consisting of 25,20,60,324 (Twenty Five
Crores Twenty Lakhs Sixty Thousand Three Hundred and Twenty Four)
equity shares of ''2/- (Rupees Two) each.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by the Securities and Exchange Board of India
(“SEBI”).

A separate section on the Corporate Governance together with
the requisite certificates obtained from the Practicing Company
Secretary, confirming compliance with the provisions of Corporate
Governance as stipulated in Regulation 34 read along with Schedule
V of the Listing Regulations is included in the Annual Report.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 9 (Nine) Board Meetings were convened
and held, the details of which are provided in the Corporate
Governance Report.

Committee Position

The details of the Composition of the Committees, meetings held,
attendance of Committee members at such meetings and other
relevant details are provided in the ''Corporate Governance Report''.

Recommendation of Audit Committee

During the year under review, there is no instance of non-acceptance
of any recommendation of the Audit Committee of the Company by
the Board of Directors.

Directors

As on March 31, 2025 the following were the Directors on the Board of
the Company:

Sr. No.	Name of the Director	DIN	Designation
1	Kaiwan Dossabhoy Kalyaniwalla	00060776	Non Executive- Non Independent Director
2	Suresh Kumar Ramiah	07019419	Managing Director
3	Vaishanavkiran Shashikiran Shetty	07077444	Non Executive- Non Independent Director
4	Mahendrakumar Chouhan	00187253	Independent Director
5	Radha Ahluwalia	00936412	Independent Director
6	Prafulla Premsukh Chhajed	03544734	Independent Director

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles of
Association of the Company Mr Kaiwan Dossabhoy Kalyaniwalla
(DIN: 00060776), Chairman and Non-Executive Director of the
Company, retires by rotation at the ensuing AGM and, being eligible,
offers himself for re-appointment.

Attention of the Members is invited to the relevant item in the Notice
of the 6^th AGM and the explanatory Statement thereto.

Resignation of Directors

During the Financial year 2024-25, none of the Director''s had resigned
from the Board of the Company.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of independence as
prescribed under Section 149(6) and (7) of the Act and Regulations
16 and 25 of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the
Company.

The Company has received confirmation from the Independent
Directors regarding their registration in the Independent Directors
databank maintained by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Companies Act, 2013 and
Regulations 17 and 19 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (the “Listing Regulations”), the Nomination and Remuneration
Committee of the Company (NRC) has set the criteria for
performance evaluation of the Board, its Committees, individual
Directors including the Chairman of the Company and the same are
given in detail in the ''Corporate Governance Report''.

Based on the criteria set by NRC, the Board has carried out annual
evaluation of its own performance, Chairman, its committees
and individual Directors for FY2024-25. The questionnaires on
performance evaluation were prepared in line with the Guidance
Note on Board Evaluation dated January 5, 2017, issued by SEBI as
amended from time to time. An online platform has been provided to
each Director for their feedback and evaluation.

The parameters for performance evaluation of the Board includes
the roles and responsibilities of the Board, timeliness for circulating
the board papers, content and the quality of information provided
to the Board, attention to the Company''s long term strategic issues,
risk management, overseeing and guiding major plans of action,
acquisitions etc.

The performance of the Board and individual Director was evaluated
by the Board seeking inputs from all the Directors. The performance of
the Committees was evaluated by the Board seeking inputs from the
Committee members. NRC reviewed the performance of individual
Director and separate meeting of the Independent Directors was
also held to review the performance of Non-Independent Directors,
performance of the Board as a whole and performance of the
Chairman of the Company taking into account the views of Managing
Director and Non-Executive Directors. Thereafter, at the Board
meeting, the performance of the Board, Chairman, its committees
and individual Directors was discussed and deliberated. The Board of
Directors expressed their satisfaction towards the process followed
by the Company for evaluating the performance of the Directors,
Chairman, Board and its Committees.

KEY MANAGERIAL PERSONNEL (KMP)

The following are the KMP''s of the Company as on March 31, 2025:

- Suresh Kumar Ramiah, Managing Director;

- Pritam Vartak, Chief Financial Officer;

- Ashish Chandna, Chief Executive Officer;

- Malav Talati, Company Secretary & Compliance Officer

Changes in KMP during the period under review

Hardik Desai, Company Secretary and Compliance Officer of the
Company resigned w.e.f. closure of business hours of April 07, 2024.
Further, Malav Talati has been appointed as Company Secretary &
Compliance Officer w.e.f. August 01, 2024.

REMUNERATION POLICY

NRC has framed a policy on Directors, KMP and other Senior
Management Personnel appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a Director and other related matters in accordance
with Section 178 of the Act and the Rules framed thereunder and
Regulation 19 of the Listing Regulations. The criteria as aforesaid
is given in the ''Corporate Governance Report''. The Remuneration
Policy of the Company has been hosted on the Company''s website
Nomination & Remuneration Policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company had adopted a Whistle Blower Policy and established
the necessary Vigil Mechanism, which is in line with Regulation
22 of the Listing Regulations and Section 177 of the Act. According
to the Policy, the Whistle Blower can raise concerns relating to
Reportable Matters (as defined in the policy) such as unethical
behaviour, breach of Code of Conduct, actual or suspected fraud,
any other malpractice, impropriety or wrongdoings, illegality, non¬
compliance of legal and regulatory requirements, retaliation against
the Directors & Employees and instances of leakage of/suspected
leakage of Unpublished Price Sensitive Information of the Company,
etc. Further, the mechanism adopted by the Company encourages
the Whistle Blower to report genuine concerns or grievances to the
Audit Committee and provides for adequate safeguards against the
victimization of Whistle Blower, who avails of such mechanism and
provides for direct access to the Chairman of the Audit Committee,
in appropriate or exceptional cases. The Audit Committee oversees
the functioning of the same.

The Whistle Blower Policy is hosted on the Company''s website
Whistle-Blower-Policy.

During the year under review, the Company has not received any
complaints through Vigil Mechanism. It is affirmed that no personnel
of the Company has been denied access to the Chairman of the
Audit Committee.

RISK MANAGEMENT

Our aim is to accomplish sustainable business growth, secure
the Company''s assets, protect shareholder investments, ensure
compliance with relevant laws and regulations and prevent
significant surprises of risks by implementing effective and

appropriate risk management systems and structures. As a leader
in the business of providing services of Container Freight Stations
and associated value added services, Allcargo Terminals Limited
is exposed to inherent business risks. To identify, evaluate, monitor,
control, manage, minimize, and mitigate these risks, the Board
of Directors has formulated and implemented an Enterprise Risk
Management Policy effective from March 29, 2024. The Enterprise
Risk Management Policy is intended to ensure that an effective
risk management framework is established and implemented
within the Company. The roles and responsibilities defined for each
group identified in the organisational structure are governed in the
Enterprise Risk Management Policy which is available on the website
of the Company Enterprise Risk Management Policy and the Risk
Management Committee has been appointed to oversee potential
negative impacts from the risk management process through
regular review meetings.

In order to ensure that we have a deep understanding of our risk
landscape and are better positioned to mitigate and prevent the
same, we have initiated making risk management an integral part
of the day-to-day operations of our businesses. We have in place a
broad risk management framework which is formulated in line with
the ISO 31000 Risk Management - Principles and Guidelines. The risks
are identified, classified, and managed in a timely and accurate
manner, and information about risks is escalated to all management
levels so that informed decisions can be made.

Since the policy adoption, periodic workshop have been held with
functional focus to identify and mitigate the risk in both Internal and
External environment. Periodic checks on progress of the mitigation
strategy has helped us align with dynamics of market via expansion
and maintenance. Further, the Risk Management Committee
monitors the risk management activities and ensures fraud risk
assessment is an integral part of the overall risk assessment process.

During 2025, Allcargo Terminals Limited have won the Best
performance in Risk Management award in ESG segment presented
by ICICI Lombard and CNBC - TV18. This recognition underscores our
commitment to Risk Management, Governance and Sustainability.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board has laid down Internal Financial Controls and believes
that the same are commensurate with the nature and size of its
business. Based on the framework of internal financial controls,
work performed by the internal, statutory, and external consultants,
including audit of internal financial controls over financial reporting
by the Statutory Auditors and the reviews performed by the
Management and the Audit Committee, the Board is of the opinion
that the Company''s internal financial controls were adequate and
effective during FY2024-25 for ensuring the orderly and efficient
conduct of its business including adherence to the Company''s
policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of accounting
records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business
outlook and performance review for the year ended March 31, 2025,
as stipulated in Regulation 34 read with Schedule V of the Listing
Regulations, is available as a separate section which forms part of
the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of
the Company adopted and initiatives undertaken by the Company on
CSR activities during the year are set out in Annexure 1 of this Report
in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Company''s website CSR-Policy.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial
Statements of its Subsidiary and Joint Venture Companies including
the performance and financial position as per the provisions of
the Act, is provided in the prescribed Form AOC-1 forms part of
Consolidated Financial Statements, in compliance with Section
129(3) and other applicable provisions, if any, of the Act read with the
Rules issued thereunder which is attached as Annexure 2.

Pursuant to Section 129 of the Act and Regulation 33 of the Listing
Regulations, the attached Consolidated Financial Statements of the
Company and its Subsidiary and Joint Venture Companies have
been prepared in accordance with the applicable Ind AS provisions.

In accordance with the provisions of the Act and applicable Ind AS,
the Audited Consolidated Financial Statements of the Company for
the financial year 2024-25, together with the Auditor''s Report forms
part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial
statements, including the Consolidated Financial Statement and
related information of the Company and the separate financial
statement of the subsidiary company, will be made available on
the Company''s website at SML Financials March 2025. Any member
desirous of inspecting or obtaining copies of the audited financial
statement, including the Consolidated Financial Statement may
email to [e-mail].

CHANGES IN SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES DURING THE YEAR:

As on March 31, 2025, the Company has following affiliates:

1. Speedy Multimodes Limited, Subsidiary Company;

2. TransNepal Freight Services Private Limited, Joint Venture
Company;

3. Allcargo Logistics Park Private Limited, Joint Venture Company;

4. Haryana Orbital Rail Corporation Limited, Associate Company.

Further, the following changes have taken place in subsidiary /
associates until the date of this report:

• Speedy Multimodes Limited became a wholly owned subsidiary
of the Company w.e.f. April 16, 2025;

• Haryana Orbital Rail Corporation Limited became an associate
of the Company w.e.f. November 08, 2024.

The Policy for determining “Material Subsidiary” as approved by the

Board, from time to time, is hosted on the Company''s website Policy-
For-Determining-Material-Subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions/contracts/arrangements that were
entered into by the Company during the period under review were
in the ordinary course of the business of the Company and were
on arm''s length basis and were in compliance with the applicable
provisions of the Act and the Listing Regulations. There are no
material significant related party transactions entered into by the
Company with its Promoters or Directors which may have a potential
conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee
for its approval and review on quarterly basis. Prior omnibus approval
of the Audit Committee is obtained for the transactions which
are foreseen and of a repetitive nature. The transactions entered
into with related parties are certified by the Management and the
Independent Chartered Accountants stating the same are in the
ordinary course of business and at arm''s length basis.

The disclosure of material related party transactions as required
under Section 134(1)(c) of the Act in form AOC-2 for financial year
ended March 31, 2025 is attached as Annexure 3.

The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Board
from time to time, is hosted on the Company''s website Related-
Partv-Transaction-Policv.

Further, any related party transactions that were entered into by the
Company during the period under review are given in the notes to
Financial Statements as per Ind AS 24 which forms part of this Annual
Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

The Company is engaged in the business of providing CFS/ICD
services and other related logistics services which falls under the
infrastructural facilities as categorized under Schedule VI of the Act.
Hence, the provisions of Section 186 of the Act are not applicable to
the Company to the extent of loans given, guarantees or securities
provided or any investment made. However, as a good governance
practice of the Company, the details of loans given, guarantees
and securities provided are attached as Annexure 4. Details of
investments made are provided in the Notes to the Financial
Statements.

AUDITORS

Statutory Auditors and their Report

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (“SRBA”)
(Firm Registration No. 101049W/E300004) were appointed as Statutory
Auditors of the Company by the Members at the EGM held on April
17, 2023 till the conclusion of 4^th AGM to fill casual vacancy caused
due to the resignation of M/s C C Dangi & Associates, Chartered
Accountants.

Further, SRBA were appointed as Statutory Auditors of the Company
by the Members at the 4^th AGM held on September 26, 2023 to hold
office from the conclusion of the 4^th AGM upto the conclusion of 8^th
AGM of the Company to be held in the year 2027 for a first term of four
consecutive years.

SRBA have under sections 139 and 141 of the Act and Rules
framed thereunder confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company and furnished a
valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India as required under Regulation 33 of
the Listing Regulations.

Further, the report of the Statutory Auditors along with the notes on the
Financial Statements is enclosed to this Report. The Auditor''s Reports
do not contain any qualifications, reservation, adverse remarks,
observations or disclaimer on Standalone and Consolidated Audited
Financial Statement for the financial year ended March 31, 2025.

The other observations made in the Auditors Report are self¬
explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which
was required by the Statutory Auditors to report to the Board and/ or
Central Government under Section 143(12) of the Act and Rules made
thereunder.

Secretarial Auditors

Pursuant to Section 204 of the Act and Rules framed thereunder, the
Company has appointed M/s Dhrumil M. Shah & Co, LLP, Company
Secretaries in practice, to undertake the Secretarial Audit of the
Company for FY2024-25. The Report of Secretarial Auditor in Form
MR-3 for FY2024-25 is attached as Annexure 5.

The Company has also obtained Secretarial Compliance Report for
FY2024-25 from M/s Dhrumil M. Shah & Co, LLP, Company Secretaries
in Practice in relation to compliance of all applicable SEBI Regulations/
circulars/ guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report
does not contain any qualification, reservation, adverse remark or
disclaimer and observations made in the Auditor''s Report, except as
disclosed in the Report and intimated to the Stock Exchanges.

No instance of fraud has been reported by the Secretarial Auditors.

Further, pursuant to provisions of Regulation 24A of the Listing
Regulations, Speedy Multimodes Limited (“SML”) is an unlisted
material subsidiary of the Company in terms of Regulation 16(1) of
the Listing Regulations. The Secretarial Audit Report submitted by the
Secretarial Auditors of SML is also attached as Annexure 5A to this
Report.

Further, as per Section 204 of the Companies Act, 2013 (the “Act”)
and the Rules framed thereunder and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (including any statutory modification(s) or amendment(s) or
re-enactment(s) thereof, for the time being in force), an individual
can act as a Secretarial Auditor for not more than one term of five
consecutive years and a Secretarial Audit firm can act as Secretarial
Auditors for not more than two terms of five consecutive years.

As per above, on recommendation of the Audit Committee, the
Board of Directors has considered, approved and recommended to
the shareholders of the Company, the appointment of M/s Pramod

S. Shah & Associates (“PSA”), Practicing Company Secretaries (Firm
Registration No: MU000006598) as the Secretarial Auditors of the
Company for a first term of five (5) consecutive years, commencing
on April 1, 2025, until March 31, 2030 to conduct Secretarial Audit of
the Company and to furnish the Secretarial Audit Report and such
other documents as per the applicable laws, at a remuneration
to be decided by the Audit Committee and Board of Directors in
consultation with the Secretarial Auditors subject to the provisions
of the SEBI Listing Regulations and the Act, as amended from time
to time.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with all mandatory applicable
Secretarial Standards issued by the Institute of Company Secretaries
of India.

PARTICULARS OF EMPLOYEES

The details of employee remuneration as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure 6.

The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report. Further, in terms of Section 136 of the
Act, the Annual Report and the Audited Financial Statements are
being sent to the Members and others entitled thereto, excluding the
aforesaid statement. The said statement is available for inspection
by the Members at the Registered Office of the Company during
business hours on working days up to the date of the AGM. If any
Member is interested in obtaining a copy thereof, such Member can
send e-mail to [e-mail].

None of the employees who are posted and working in a country
outside India, not being Directors or their relatives, draw remuneration
more than the limits prescribed under Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

During the year under review, none of Directors of the Company has
received any remuneration from the Subsidiary Company except as
disclosed in the report.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and
Environment awareness among its employees. It also believes in
safety and health enrichment of its employees and committed
to provide a healthy and safe workplace for all its employees.
Successfully managing Health and Safety risks is an essential
component of our business strategy. The Company has identified
Health and Safety risk arising from its activities and has put proper
systems, processes and controls mechanism i.e. Hazard Identification
& Risk Assessment (HIRA) to mitigate them.

The Company has been taking various initiatives and participating in

programs of safety and welfare measures to protect its employees,

equipment and other assets from any possible loss and/or damages.

Also, Company is monitoring disclosures as per Global Reporting

Initiatives 403, Occupational, Health and Safety.

The following safety related measures are taken at various locations:

• Fire and Safety drills are conducted for all employees, workers
and security personnel and all Fire hydrants are monitored
strictly as the preparedness for emergency.

• Safety Awareness Campaign like Road Safety Week, National
Safety week, Fire Safety Week, Electrical Safety Week,
Environment Day is held/celebrated at major locations to
improve the awareness of Health, Safety & Environment of
employees.

• Each equipment is put through comprehensive Quality Audit
and Testing to ensure strong compliance to Maintenance,
Safety and Reliability aspects as per the specifications by
various Original Equipment Manufacturer. All equipments are
mandatorily ensured with PUC. Fitness certificates are issued
based on the compliance of the safety norms.

• Regular training/skills to staff and contractors to inculcate
importance of safety amongst them. Further, handling of
Hazardous Material training and Terrorist Threat Awareness
Training are provided to all employees.

• Created checks and awareness among drivers and negative
impacts of consumption of restricted substances like alcohol,
drugs and tobacco etc. and impact on their families.

• Accident prone routes identified and supervisors allocated to
have control over the vehicle movement.

• Occupational Health & Safety audits and Fire & Electrical Safety
audits are conducted by competent agencies at regular
intervals.

• Fortnightly visit by Doctors to office for medical counselling of
employees. Further, Medical Health check-up of all employees
are conducted at regular intervals.

• CCTV and Safety alarms are installed at major locations.

• Green initiatives are taken at various locations to protect the
environment.

• Oxygen and temperature checks were mandatory for all staff
members and visitors at all office locations (during pandemic).

• Operations have been modified and optimized to adhere to
social distancing requirements and work with minimal staff on¬
site (during pandemic).

• All Locations undergo third party surveillance audit annually for
Health, Safety and Environment as per ISO 45001 (Occupational
Health & Safety Management System) requirements and
Biannual Fire & Electrical Safety audits are conducted. All
observations, suggestions for improvements during audit are
implemented on priority with target dates.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo as stipulated under Section
134(3)(m) of the Act and Rules framed thereunder, is attached as
Annexure 7.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has implemented a comprehensive Policy and
Guidelines for the Prevention and Prohibition of Sexual Harassment
at the Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). The Internal Complaints Committee
(ICC) is responsible for addressing and resolving complaints related
to sexual harassment in the workplace. This Policy is applicable to
all employees - including permanent, contractual, temporary staff,
and trainees. The Policy was last amended on May 14, 2025, to ensure
continued alignment with legal and organizational requirements.

The Company has in place a Policy and Guidelines for Prevention
and Prohibition of Sexual Harassment at Workplace, in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act”).
The Internal Complaints Committee (“ICC”) redresses the complaint
received regarding sexual harassment of women at workplace.
All employees (permanent, contractual, temporary, trainees) are
covered under this Policy.

During the year under review, no complaints of sexual harassment
were received.

The Company has submitted its Annual Report on the cases of sexual
harassment at workplace to District Officer, Mumbai, pursuant to
Section 21 of the POSH Act and Rules framed thereunder.

MATERNITY BENEFIT COMPLIANCE

1. Details of the maternity leave provisions implemented in the
organization - Yes as per the Provision of Maternity Benefits
Act women are entitled to a maximum of 26 weeks of maternity
benefit, with up to 8 weeks before the expected delivery and the
remaining weeks after.

2. Information on salary and benefits extended during the
maternity leave period - Yes before proceeding on Maternity
leave HR briefs on salary (Salary continue paid during Maternity
leave upto the maximum leave period as per the provision of
the act).

3. Any additional entitlements or facilities provided to
employees - Reimbursement of Medical expenses upto a
certain limit.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder,
the draft Annual Return is hosted on the website of the Company
Draft Annual Return.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder
related to maintenance of cost records is not applicable to the
Company.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the Company
under Insolvency and Bankruptcy Code, 2016 during the year under
review.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

There is no incidence of one-time settlement in respect of any loan
taken from Banks or Financial Institutions during the year. Hence,
disclosure pertaining to difference between amount of the valuation
done at the time of one-time settlement and the valuation done
while taking loan is not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the
Board to the best of their knowledge and ability confirm that-

a. that in the preparation of the Annual Accounts for the year
ended March 31, 2025, the applicable accounting standards
have been followed along with proper explanation relating to
material departures, if any;

b. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025, and of the
profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared on a going concern
basis;

e. they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the
continued co-operation and support extended to the Company
by government authorities, customers, vendors, regulators,
banks, financial institutions, auditors, legal advisors, consultants,
business associates during the year. The Directors also convey their
appreciation for the contribution, dedication and confidence in the
management.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Kumar Ramiah Kaiwan Kalyaniwalla

Managing Director Chairman & Non-Executive Director

DIN:07019419 DIN: 00060776

Date: May 14, 2025
Place: Mumbai

---

Mar 31, 2024

The Board of Directors take the great pleasure in presenting the Fifth Annual Report along with the Audited Financial Statements for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

('' in Lakhs)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Total Income	74,456.85	71,718.60	50,897.71	49,118.60
Total Expenses	69,808.28	64,517.78	46,593.94	41,526.56
Profit before share of profit from associates, joint ventures, exceptional items and tax	4,648.57	7,200.82	4,303.77	7,592.04
Share of profits from associates and joint ventures	510.17	360.41	-	-
Profit before exceptional items and tax	5,158.74	7,561.23	4,303.77	7,592.04
Exceptional items	-	-	-	-
Profit before tax after exceptional items Tax expense	5,158.74	7,561.23	4,303.77	7,592.04
- Current tax	1,953.95	2,738.86	1,588.88	2,182.13
- Deferred tax	(1,065.74)	(1,056.98)	(775.98)	(723.45)
- Adjustment of Taxes relating to earlier years	(199.24)	-	(294.95)	-
Profit for the Year	4,469.77	5,879.35	3,785.82	6,133.36
Other Comprehensive Income for the year, net of tax	(16.69)	(31.21)	(19.50)	(32.10)
Total Comprehensive Income for the year, net of tax Profit attributable to	4,453.08	5,848.14	3,766.32	6,101.26
- Equity holders of the parent	4,439.82	5,756.19	3,785.82	6,133.36
- Non-controlling interests Other Comprehensive Income attributable to	29.95	123.16	-	-
- Equity holders of the parent	(17.11)	(31.34)	(19.50)	(32.10)
- Non-controlling interests Total Comprehensive Income attributable to	0.42	0.13	-	-
- Equity holders of the parent	4,422.71	5,724.85	3,766.32	6,101.26
- Non-controlling interests Earnings Per Share (EPS)	30.37	123.29	-	-
Basic	1.81	16,446,257	1.54	17,523,886
Diluted	1.81	2.34	1.54	2.50

Pursuant to the provisions of the Companies Act, 2013 (the “Act"), the Financial Statements of the Company for the period ended March 31,2024, have been prepared in accordance with the Indian Accounting Standards (“Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Considering the future business plans of the Company along with requirement of the funds for execution of plans and expansion capacity, your directors think it is prudent not to recommend any dividend to the shareholders for the Financial Year ended March 31,2024.

Further, the Board of the Company at its meeting held on July 05, 2023, had recommended the Final Dividend of ''0.50 (Fifty Paisa Only) per equity share of face value of ''2/- each (i.e. 25%) for the financial year ended March 31,2023, duly approved by the Shareholders at the Annual General Meeting (AGM) held on September 26, 2023.

The dividend payout is in line with the Company''s Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations"). The above-mentioned policy has been hosted on the Company''s website https://www.allcargoterminals.com/corporate-policies/.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of the Reserves of the Company.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2023-24 was ''73,298.14 Lakhs as compared to ''70,570.87 Lakhs, an increase of 3.86% over the previous year.

The Business Earnings before Interest, Depreciation, Tax and Amortization (“EBIDTA") stood at ''12,892.33 Lakhs, a decrease of 16.78% as compared to 15,491.23 Lakhs earned in the previous year.

The Profit for the year attributable to the members and noncontrolling interest stood at ''4,469.77 Lakhs, a decrease by 23.98% as compared to ''5,879.35 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax was positive ''9,921.48 Lakhs (as at March 31,2023 ''12,490.12 Lakhs). Spend on capex was ''2,489.02 Lakhs. The borrowing of the Company as at March 31,2024 stood at ''3,699.85 Lakhs (as at March 31,2023''3204.92 Lakhs). Cash and bank balances including investment in mutual funds stood at ''6,149.03 Lakhs (as at March 31,2023 ''2,245.46 Lakhs. The Net Debt to Equity stood at 0.15 times (as at March 31,

2023 0.15 times).

Standalone:

The revenue from operations for FY2023-24 was ''50,283.70 Lakhs compared to ''46,850.95 Lakhs, an increase of 7.33% over the previous year.

The EBITDA stood at ''11,240.88 Lakhs, as compared to ''14,521.43 Lakhs, a decrease of 22.59% earned in the previous year.

The profit after taxes was '' 3,785.82 Lakhs as compared to ''6,133.36 Lakhs, a decrease of 38.27% of the previous year.

Standalone Cash Flow:

The Cash flows from operations was positive ''8,907.67 Lakhs (as at March 31,2023 ''10,864.58 Lakhs). Spend on capex was ''2,471.31 Lakhs. The borrowing of the Company as at March 31,

2024 stood at ''3,699.85 Lakhs (as at March 31,2023''3,194.54 Lakhs). Cash and bank balances including investment in mutual funds stood at ''1,418.28 Lakhs (as at March 31,2023 ''962.57 Lakhs. The Net Debt to Equity stood at 0.18 times (as at March 31, 2023 0.18 times).

BUSINESS OVERVIEW

Financial Year 2023-24 has been a significant year for Allcargo Terminals Limited (ATL). ATL listed on BSE Limited (“BSE") and National Stock Exchange of India Limited (“NSE") on August 10, 2023 as part of a strategic demerger from Allcargo Logistics Limited, an Indian-born global leader in multimodal logistics solutions. ATL is now an independent entity which operates Container Freight Stations (CFS) and Inland Container Depots (ICD) across the country, offering one of India''s widest CFS networks.

Our seven CFS-ICD facilities strategically located close to the ports cover Mumbai, Mundra, Kolkata, Chennai, and Dadri, which drive around 80 percent of India''s container traffic. Of the facilities,

four are fully owned and three are through subsidiaries and Joint Ventures. The P&L responsibilities for each of our location''s rests with the respective location leaders and their dedicated teams, backed by a strong core of Center of Excellence (CoE) team in the Allcargo Group in Mumbai. ATL operates on an asset light business model and has shown faster than industry growth in all locations through a combination of Organic and Inorganic growth, Operational Excellence for customer delight & Strategic partnerships.

CFS-ICD facilities are a vital cog in the EXIM supply chain of the country. With exceptional services and world-class facilities for bonded and non-bonded warehousing, we facilitate import and export handling for diverse types and sizes of cargo. We are also well placed to capture the ICD opportunities driven by the development and forward strides in the Dedicated Freight Corridors (DFC) initiative. Driven by our core purpose of helping global supply chains, while caring for sustainability, we look ahead to exploring numerous avenues and opportunities in terminals, including multimodal logistics parks and others.

The fundamentals of our business are strong customer connect, reliable stakeholder management, robust systems and processes that are lean and agile, making us a premier CFS service provider in the country. Allcargo Terminals business model has unique synergies with our Group companies which provide services across the logistics value chain - globally through ECU Worldwide and domestic presence through Contract Logistics Business through Allcargo Supply Chain Private Limited (ASCPL) and Express Distribution Business through Allcargo Gati Limited. For seamless services, Allcargo Terminals offers online documentation, invoicing and payment for import and export, new generation RFID system for track & trace of containers and E-Tariff module. In alignment with India''s digital thrust and Allcargo Group''s Digital First strategy, our “myCFS" portal provides end-to-end CFS services in just a few clicks. With “myCFS" customers can enhance efficiencies with online facilitation of service requests, giving access to contact-less services with anywhere convenience.

Our CFS-ICD facilities adhere to the highest levels of safety and security standards that include GSV (C-TPAT - compliant), ISO and OHSAS accreditations. We understand the importance of and implement regular process audits to ensure compliance and continued excellence in services. We are aligned with the Allcargo group''s commitment of becoming carbon neutral by 2040.

STATE OF COMPANY''S AFFAIRS

Listing of Shares

During the year under review, the Company had received the in-principle approval for listing of 24,56,95,524 equity shares of ''2/- each from BSE Limited (“BSE") on June 05, 2023 and National Stock Exchange of India Limited (“NSE") on June 08,

2023, respectively. Further, the equity shares of the Company are listed and admitted for trading on BSE and NSE with effect from August 10, 2023 (BSE and NSE are collectively known as “Stock Exchanges").

Shifting of the Registered Office of the Company

The Board of Directors in their Board Meeting held on February 01,2024, had approved shifting of the Registered Office of the Company from “4^th Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai 400 098" to “2^nd Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai 400 098".

CHANGES IN THE NATURE OF BUSINESS

The Company continued to provide CFS/ ICD business services to its customers and hence, there was no change in the nature of business or operations of the Company, which impacted the financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 202324 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which would adversely impact the going concern status and the Company''s operations in future.

CREDIT RATING

During the year under review, the Company has not taken any Ratings from Credit Rating Agencies including for its subsidiary and joint venture companies.

On June 07, 2024, the Company had received Credit Rating for its long term and short term Bank/Financial Institutional loan facilities from CRISIL Ratings Limited as mentioned below:

Sr. No.	Instrument	Ratings
Bank Loan Facilities Rated
1	Long Term Rating	CRISIL A /Stable (Assigned)
2	Short Term Rating	CRISIL A1 (Assigned)

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Section 73 and 76 of the Act and Rules framed thereunder.

SHARE CAPITAL

As on March 31,2024, the Authorized Share Capital of the Company is ''55,00,00,000/- (Rupees Fifty Five Crores) consisting of 27,50,00,000 (Twenty-Seven Crores and Fifty Lakhs) equity shares of ''2/- (Rupees Two) each.

Issued, subscribed and paid-up capital of the Company as at March 31,2024 is ''49,13,91,048 (Rupees Forty Nine Crores Thirteen Lakhs Ninety One thousand and Forty Eight) consisting of 24,56,95,524 (Twenty Four Crores Fifty Six Lakhs Ninety Five Thousand Five Hundred and Twenty Four) equity shares of ''2/- (Rupees Two) each.

On April 24, 2023, the Company had issued and allotted 24,56,95,524 (Twenty-Four Crores Fifty Six Lakhs Ninety Five Thousand Five Hundred and Twenty Four) equity shares of face value of ''2/-(Rupees Two) each pursuant to the Scheme of Arrangement and Demerger, between Allcargo Logistics Limited (“Demerged Company"), Allcargo Terminals Limited (“Resulting Company 1") and TransIndia Real Estate Limited (formerly known as TransIndia Realty & Logistics Parks Limited")(“Resulting Company 2") to the Shareholders of the Demerged Company in the ratio of one fully paid-up equity shares of face value of ''2/- (Rupees Two) for every one fully paid up equity share held in the Demerged Company as on Record Date i.e. April 18, 2023.

Pursuant to the aforesaid allotment, pre-scheme paid-up share capital of ''70/- (Rupees Seventy) consisting of 35 (Thirty-Five) equity shares of ''2/- (Rupees Two) were cancelled.

CORPORATE GOVERNANCE REPORT

The Committee is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI").

A separate section on the Corporate Governance together with the requisite certificate obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations is included in the Annual Report.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 7 (Seven) Board Meetings were convened and held, the details of which are provided in the Corporate Governance Report.

Committee Position

The details of the Composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the ‘Corporate Governance Report''.

Recommendation of Audit Committee

During the year under review, there is no instance of nonacceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Directors

Appointment of Managing Director

Mr. Suresh Kumar Ramiah (DIN:07019419) was appointed as the Managing Director of the Company with effect from April 01,2023.

Further, the Members of the Company vide Special Resolution passed in the Extra-ordinary General Meeting (“EGM") held on April 17, 2023, had approved the appointment of Mr Suresh Kumar Ramiah as Managing Director.

Appointment of Independent Directors

In accordance with the provisions of the Act, Mr. Mahendrakumar Chouhan (DIN: 00187253), Mrs. Radha Ahluwalia (DIN: 00936412), and Mr. Prafulla Chhajed (DIN: 03544734) were appointed as Additional Non-Executive Independent Directors of the Company for a tenure of 3 (three) consecutive years with effect from April 15, 2023.

Further, the Members of the Company vide Special Resolutions passed in the EGM held on April 17, 2023, had approved the appointment of aforesaid Non-Executive Independent Directors.

In the opinion of the Board, the above Directors appointed have the integrity, relevant expertise and experience (including proficiency) to act as Independent Directors of the Company.

Appointment of Non-Executive Non-Independent Directors

Mr. Kaiwan Kalyaniwalla (DIN: 00060776) and Mr. Vaishnavkiran Shetty (DIN: 07077444) were appointed as Additional

Non-Executive Non-Independent Directors of the Company, liable to retire by rotation with effect from April 15, 2023.

Further, the Members vide Ordinary Resolutions passed in the EGM held on April 17, 2023, had approved the appointment of aforesaid Non-Executive Non-Independent Directors.

Resignation of Directors

Mr. Shashi Kiran Shetty (DIN: 00012754), Mrs. Arathi Shetty (DIN: 00088374) and Mr. Ravi Jakhar (DIN: 02188690) Non-Executive Non-Independent Directors of the Company, had resigned from the Board with effect from closure of business hours on April 21,2023.

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles of Association of the Company Mr. Vaishnavkiran Shetty (DIN: 07077444), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

Attention of the Members is invited to the relevant item in the Notice of the 5^th AGM and the explanatory Statement thereto.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 16 and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Companies Act, 2013 and Regulation 17 and 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations"), the Nomination and Remuneration Committee of the Company (NRC) has set the criteria for performance evaluation of the Board, its Committees, individual Directors including the Chairman of the Company and the same are given in detail in the ''Corporate Governance Report''.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2023-24. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI as amended from time to time. An online platform has been provided to each Director for their feedback and evaluation.

The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company''s long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors.

The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. NRC reviewed the performance of individual Director and separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company taking into account the views of Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

KEY MANAGERIAL PERSONNEL (KMP)

The following are the KMP''s of the Company as on March 31,2024:

- Mr. Suresh Kumar Ramiah, Managing Director; appointed w.e.f. April 01,2023

- Mr. Pritam Vartak, Chief Financial Officer; appointed w.e.f. July 06, 2023

- Mr. Ashish Chandna, Chief Executive Officer; appointed w.e.f. November 15, 2023

- Mr. Hardik Desai, Company Secretary and Compliance Officer of the Company resigned w.e.f. closure of business hours of April 07, 2024

Changes in KMP during the period under review

- Mrs. Poornima Sreedhar was appointed as the Chief Financial Officer (“CFO") with effect from April 01,2023 and ceased

to be the CFO w.e.f. July 05, 2023 from closure of business hours.

REMUNERATION POLICY

NRC has framed a policy on Directors, KMP and other Senior Management Personnel appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other related matters effective from April 01,2023, in accordance with Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the ''Corporate Governance Report''. The Remuneration Policy of the Company has been hosted on the Company''s website https://www. allcargoterminals.com/corporate-policies/.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company had adopted a Whistle Blower Policy effective from July 05, 2023 and established the necessary Vigil Mechanism, which is in line with Regulation 22 of the Listing Regulations and Section 177 of the Act. According to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as unethical behaviour, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against the victimization of Whistle Blower, who avails of such mechanism and provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company''s website https://www.allcargoterminals.com/corporate-policies/.

During the year under review, the Company has not received any complaints through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.

ENTERPRISE RISK MANAGEMENT

Our aim is to accomplish sustainable business growth, secure the Company''s assets, protect shareholder investments, ensure compliance with relevant laws and regulations, and prevent significant surprises of risks by implementing effective and appropriate risk management systems and structures.

As a leader in the business of providing services of Container Freight Stations and associated value added services, Allcargo Terminals Limited is exposed to inherent business risks. To identify, evaluate, monitor, control, manage, minimize, and mitigate these risks, the Board of Directors has formulated and implemented an Enterprise Risk Management Policy effective from March 29, 2024. The Enterprise Risk Management Policy is intended to ensure that an effective risk management framework is established and implemented within the Company.

Setting up a robust organisational structure for the implementation of risk management systems and structures ensures that they are effectively governed. The roles and responsibilities defined for each group identified in the organisational structure are governed in the Enterprise Risk Management Policy, and the Risk Management Committee has been appointed to oversee potential negative impacts from the risk management process through regular review meetings.

In order to ensure that we have a deep understanding of our risk landscape and are better positioned to mitigate and prevent the same, we have initiated making risk management an integral part of the day-to-day operations of our businesses.

We have in place a broad risk management framework which is formulated in line with the ISO 31000 Risk Management -Principles and Guidelines. The risks are identified, classified, and managed in a timely and accurate manner, and information about risks is escalated to all management levels so that informed decisions can be made.

Under the guidance of the Board, the Risk & Compliance Head will facilitate dedicated risk workshops for business and key support function. In these workshops, risks will be identified, assessed, analysed, and accepted or mitigated to an acceptable level within the organization''s risk appetite. The Risk Management Committee will monitor the risk management activities and will ensure that fraud risk assessment is an integral part of the overall risk assessment process.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory, and external consultants,

including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2023-24 for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31,

2024, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (“CSR") Policy of the Company adopted and effective from April 01,2023 and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 1 of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Company''s website https://www. allcargoterminals.com/corporate-policies/.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial Statements of its Subsidiary and Joint Venture Companies including the performance and financial position as per the provisions of the Act, is provided in the prescribed Form AOC-1 forming part of Consolidated Financial Statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the Rules issued thereunder which is annexed as Annexure 2.

Pursuant to Section 129 of the Act and Regulation 33 of the Listing Regulations, the attached Consolidated Financial Statements of the Company and its Subsidiary and Joint Venture Companies have been prepared in accordance with the applicable Ind AS provisions.

In accordance with the provisions of the Act and applicable Ind AS, the Audited Financial Statements of the Company for the FY 202324, together with the Auditor''s Report forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statement and related information of the Company and the separate financial statement of the subsidiary company, will be made available on the Company''s website at https://www.allcargoterminals. com/investor-subsidiarv-companv/. Any member desirous of inspecting or obtaining copies of the audited financial statement, including the Consolidated Financial Statement may write to the Company Secretary at [e-mail].

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, the following Companies continued to be Joint Ventures/Subsidiary of the Company.

Sr. No.	Name of the Company	Relationship	Nature	Effective Date
1	TransNepal Freight Services Private Limited	Joint Venture1	Transferred pursuant to the Scheme	April 01, 2022
2	Allcargo Logistics Park Private Limited	Joint Venture1	Transferred pursuant to the Scheme	April 01, 2022
3	Speedy Multimodes Limited	Subsidiary	Pursuant to Investment by way of acquisition	November 04, 2021

*Transfer of equity shares of both the Joint Venture Companies from Allcargo Logistics Limited to the Company is in process.

The Policy for determining “Material Subsidiary" as approved by the Board, from time to time, is hosted on the Company''s website https://www.allcargoterminals.com/corporate-policies/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the period under review were in the ordinary course of the business of the Company and were on arm''s length basis, hence Form AOC-2 is not applicable to the Company.

Further, any related party transactions that were entered into by the Company during the period under review are given in the notes to Financial Statements as per Ind AS 24 which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company is engaged in the business of providing CFS/ICD services and other related logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided or any investment made. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 3. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (“SRBA") (Firm Registration No. 101049W/E300004) were appointed as Statutory Auditors of the Company by the Members at the EGM held on April 17, 2023 till the conclusion of 4^th AGM to fill casual vacancy caused due to the resignation of M/s C C Dangi & Associates, Chartered Accountants.

Further, SRBA were appointed as Statutory Auditors of the Company by the Members at the 4^th AGM held on September 26, 2023 to hold office from the conclusion of the 4^th AGM upto the conclusion of 8^th AGM of the Company to be held in the year 2027 for a first term of four consecutive years.

SRBA have under sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

Further, the report of the Statutory Auditors along with the notes on the Financial Statements is enclosed to this Report. The Auditors'' Reports do not contain any qualifications, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statement for the financial year ended March 31,2024.

The other observations made in the Auditors Report are selfexplanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Board and/ or Central Government under Section 143(12) of the Act and Rules made thereunder.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Dhrumil M. Shah & Co, LLP, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY2023-24. The Report of Secretarial Auditor in Form MR-3 for FY2023-24 is annexed as Annexure 4.

The Company has also obtained Secretarial Compliance Report for FY2023-24 from M/s Dhrumil M. Shah & Co, LLP, Company Secretaries in Practice in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors'' Report are selfexplanatory and therefore do not call for any further comments.

No instance of fraud has been reported by the Secretarial Auditor.

Further, pursuant to provisions of Regulation 24A of the Listing Regulations, Speedy Multimodes Limited (“SML") is an unlisted material subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of SML is also annexed as Annexure 4A to this Report.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The details of employee remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 5.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited

Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours i.e. 11:00

a.m. to 2:00 p.m. on working days up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to [e-mail].

None of the employees who are posted and working in a country outside India, not being Directors or their relatives, draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, none of Directors of the Company has received any remuneration from the Subsidiary Company except as disclosed in the report.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. It also believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees. Successfully managing Health and Safety risks is an essential component of our business strategy. The Company has identified Health and Safety risk arising from its activities and has put proper systems, processes and controls mechanism i.e. Hazard Identification & Risk Assessment (HIRA) to mitigate them.

The Company has been taking various initiatives and participating in programs of safety and welfare measures to protect its employees, equipment and other assets from any possible loss and/or damages.

Also, Company is monitoring disclosures as per Global Reporting Initiative 403, Occupational Health and Safety.

The following safety related measures are taken at various locations:

• Fire and Safety drills are conducted for all employees, workers and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

• Safety Awareness Campaign like Road Safety Week, National Safety week, Fire Safety Week, Electrical Safety Week, Environment Day is held/celebrated at major locations to improve the awareness of Health, Safety & Environment of employees.

• Each equipment is put through comprehensive Quality Audit and Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per the specifications by various Original Equipment Manufacturer. All equipments are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.

• Regular training/skills to staff and contractors to inculcate importance of safety amongst them. Further, handling of Hazardous Material training and Terrorist Threat Awareness Training are provided to all employees. ¹

• Accident prone routes identified and supervisors allocated to have control over the vehicle movement.

• Occupational Health & Safety audits and Fire & Electrical Safety audits are conducted by competent agencies at regular intervals.

• Fortnightly visit by Doctors to office for medical counselling of employees. Further, Medical Health check-up of all employees are conducted at regular intervals.

• CCTV and Safety alarms are installed at major locations.

• Green initiatives are taken at various locations to protect the environment.

• Oxygen and temperature checks were mandatory for all staff members and visitors at all office locations (during pandemic).

• Operations have been modified and optimized to adhere to social distancing requirements and work with minimal staff on-site (during pandemic).

• All Locations undergo third party surveillance audit annually for Health, Safety and Environment as per ISO 45001 requirements and Biannual Fire & Electrical Safety audits are conducted. All observations, Suggestions for improvements during audit are implemented on priority with target dates.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 6.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy and Guidelines for Prevention and Prohibition of Sexual Harassment at Workplace, adopted in its Board Meeting held on July 05, 2023 in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act"). The Internal Complaints Committee (“ICC") redresses the complaint received regarding sexual harassment of women at workplace.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints of sexual harassment were received.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Mumbai, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder, an Annual Return is hosted on the website of the Company https:// www.allcargoterminals.com/wp-content/uploads/2024/08/Draft-Annual-Return 31.03.2024-v1.pdf.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and ability confirm that-

a. that in the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024, and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, auditors, legal advisors, consultants, business associates during the year. The Directors also convey their appreciation for the contribution, dedication and confidence in the management.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Kumar Ramiah Kaiwan Kalyaniwalla

Managing Director Chairman & Non-Executive Director

DIN:07019419 DIN: 00060776

Date: May 17, 2024 Place: Mumbai

1

Created checks and awareness among drivers and negative impacts of consumption of restricted substances like alcohol, drugs and tobacco etc. and impact on their families.

---

Mar 31, 2023

BOARD''S REPORT

To,

The Member of
Allcargo Terminals Limited

(Formerly known as Allcargo Terminals Private Limited)

The Directors present their Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31,
2023

FINANCIAL HIGHLIGHTS

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Total Income	71,718.60	12,948.29	49,118.60	-
Total Expenses	64,517.78	12,345.49	41,526.56	142.49
Profit before share of profit from associates, joint ventures, exceptional items and tax	7,200.82	602.80	7,592.05	(142.49)
Share of profits from associates and joint ventures	360.41	-	-	-
Profit before exceptional items and tax	7,561.43	602.80	7,592.04	(142.49)
Exceptional items	-	-	-	-
Profit before tax after exceptional items	7,561.43	602.80	7,592.04	(142.49)
Tax expense
- Current tax	2,760.49	333.32	2,182.13	-
- Deferred tax	(1,056.98)	(116.27)	(723.45)	-
- Adjustment of Taxes relating to earlier years	(21.63)	-	-	-
Profit for the Year	5,879.35	385.75	6,133.36	(142.49)

Pursuant to the provisions of the Companies Act, 2013 (the "Act"),
the Financial Statements of the Company for the period ended
March 31, 2023 have been prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under the Companies
(Indian Accounting Standards) Rules, 2015 as amended from
time to time.

Pursuant to Scheme of Arrangement and Demerger between
Allcargo Logistics Limited ("Demerged Company"), Allcargo
Terminals Limited ("Resulting Company 1"/ "ATL"/ the "Company")
and TransIndia Real Estate Limited (Formerly known as TransIndia
Realty & Logistics Parks Limited) ("Resulting Company 2"/ "TREL")
and their respective shareholders (the "Scheme"), Container
Freight Station ("CFS")/ Inland Container Depots ("ICD") business
of the demerged Company was transferred to the Company
from the Appointed Date i.e. April 01, 2022.

DIVIDEND

During the year under review, the Board of the Company in its
meeting held on July 05, 2023, has recommended the Final
Dividend of ''0.50 (Fifty Paise Only) per equity share of face value
of ''2/- each (i.e. 25%) for the financial year ended March 31,
2023, subject to approval of the Shareholders of the Company in
Annual General Meeting ("AGM").

The ''Dividend Distribution Policy'' in accordance with Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("the Listing Regulations") has been hosted on the Company''s

website https://www.allcargoterminals.com/corporate-
policies/.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred
to any of the Reserves of the Company.

PERFORMANCE REVIEW

Prior to the Scheme, the revenue from operation of the Company
was nil for the financial year ended March 31, 2022. Pursuant to
the Scheme becoming effective from April 01, 2023 the CFS/ ICD
businesses of the demerged Company has been transferred to
the Company from the Appointed Date i.e. April 01, 2022.

Pursuant to the transfer of aforesaid business, the Company is
now engaging in the business of CFS / ICD and performance
review for the financial year ended March 31, 2023 is given below.

Consolidated:

The revenue from operations was ''70,570.87 Lakhs. The Business
Earnings before Interest, Depreciation, Tax and Amortization
("EBIDTA") stood at ''15,491.23 Lakhs. The Profit for the year was
''5,879.35 Lakhs.

Consolidated Cash Flow:

The Cash flows from operations was ''12,490.12 Lakhs. Spend on
capex was ''1,130.51 Lakhs. The borrowing was ''3,204.92 Lakhs.
Cash and bank balances including investment in mutual funds
was ''2,245.46 Lakhs. The Net Debt to Equity was 0.15 times.

Standalone:

The revenue from operations was ''46,850.95 Lakhs. The Business
Earnings before Interest, Depreciation, Tax and Amortization
("EBIDTA") was ''14,521.43 Lakhs. The Profit for the year was
''6,133.37 Lakhs.

Standalone Cash Flow:

The Cash flows from operations were ''10,864.58 Lakhs. Spend on
capex was ''1,033.82 Lakhs. The borrowing was ''3,194.54 Lakhs.
Cash and bank balances including investment in mutual funds
was ''962.57 Lakhs. The Net Debt to Equity was 0.18 times.

BUSINESS OVERVIEW

Allcargo Terminals is the leading CFS-ICD operator in the country
and offers one of India''s widest networks. The Company operates
an asset light business model and its core business comprises
of Container Freight Stations (CFS) and Inland Container Depots
(ICD). We operate 7 CFS and ICD facilities in India, of which 4 are
fully owned and 3 are through subsidiaries and Joint Ventures.
The company has the privilege of being the market leader in
JNPT and Mundra, and is among the top three CFSs in Kolkata
and Chennai.

As an extension of the port infrastructure, CFSs and ICDs also offer
services like Customs inspection/clearance, Stuffing/Destuffing,
Weighment and storage, among others. CFS-ICD facilities are a
vital cog in the EXIM supply chain of the country. The Company
has strategically created its presence in CFS at key Container
Terminals of the Country viz. JNPT- Mumbai, Chennai, Mundra
and Kolkata, which drive around 80 percent of India''s container
traffic. We are also well placed to capture the ICD opportunity
driven by the development and forward strides in Dedicated
Freight Corridors (DFC).

At the core of the business lies our strong customer connect,
reliable stakeholder management, robust systems and
processes that are lean and agile making us a premier CFS
service provider in the Country. The Company''s business model
has unique synergies with our Group companies - through ECU
Worldwide globally and domestic presence through Contract
Logistics (ASCPL) and Gati. For seamless services, Allcargo
Terminals offers online submission of import & export documents,
online invoice and online payment, new generation RFID system
for track & trace of containers and E-Tariff module. In line with the
India''s digital thrust and Allcargo Group''s Digital First strategy,
our "myCFS" portal provides end-to-end CFS services in just a
few clicks. With "myCFS" customers can enhance efficiencies
with online facilitation of service requests, quick upload and
retrieval of documents as well as access to current and archived
reports. The portal also gives access to contact-less services
from the comfort of your home or office.

In line with our values for protecting our environment and
encouraging sustainable practices, we have installed Solar Power
plant of 1000 KW at our facilities. In addition, we also undertake
tree plantation drives, discourage use of single use plastic wares,
and adopt usage of best in class energy efficient infrastructure.
The CFS facilities adhere to highest levels of safety and quality
and are fortified by well-trained and experienced professionals,
as well as regular process audits. The pan-India CFS network
is backed by safety and security standards that include GSV
(C-TPAT - compliant), ISO and OHSAS accreditations.

STATE OF COMPANY''S AFFAIRS

The Scheme of Arrangement and Demerger between Allcargo
Logistics Limited ("Demerged Company"), Allcargo Terminals
Limited ("Resulting Company l"/"ATL"/the "Company") and
TransIndia Real Estate Limited (Formerly known as TransIndia
Realty & Logistics Parks Limited) ("Resulting Company
2"/"TREL") and their respective shareholders (the "Scheme").

The Board of Directors of the Company at its meeting held on
December 23, 2021 had approved the Scheme under Sections
230 to 232 and other applicable provisions of the Companies
Act, 2013 (the "Act"), pursuant to the Scheme;

• Container Freight Station ("CFS") / Inland Container Depots
("ICD") business divisions of the demerged Company were
transferred to the Company and

• Engineering and Equipment Leasing and Hiring Solutions,
Logistics Park, Warehousing, Real Estate Development
and Leasing Activities of the demerged Company were
transferred to TREL.

The Hon''ble National Company Law Tribunal, Mumbai Bench
("NCLT") vide its order dated January 05, 2023 (the "Order"),
had approved the Scheme which became effective from April
01, 2023. Pursuant to the said order all the Assets and Liabilities
of CFS/ ICD business Divisions of the demerged Company
becomes Assets and Liabilities of the Company with effect from
the Appointed Date i.e. April 01, 2022.

Listing of Shares

The Company had received In-principle approval for listing
of 24,56,95,524 equity shares of ''2/- each from BSE Limited
("BSE") on June 05, 2023 and National Stock Exchange of India
Limited ("NSE") on June 08, 2023. Further the equity shares of
the Company were listed and admitted for trading on BSE and
NSE with effect from August 10, 2023 (BSE and NSE are collectively
known as "Stock Exchanges").

CHANGES IN THE NATURE OF BUSINESS

The Company continued to provide CFS/ ICD business services
to its customers and hence there was no change in the nature
of business or operations of the Company, which impacted the
financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the
financial position of the Company, subsequent to close of FY
2022-23 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders
were passed by the regulators or courts or tribunals which would
adversely impact the going concern status and the Company''s
operations in future.

CREDIT RATING

During the year under review, the Company has not taken any
Ratings from Credit Rating Agencies including for its subsidiary
and joint venture companies.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public falling within the meaning of
Section 73 and 76 of the Act and Rules framed thereunder.

SHARE CAPITAL

During the year under review and subsequent to close of FY 2022¬
23 till the date of this Report the share capital of the Company
underwent the changes as mentioned below;

i. Subdivision of face value of equity shares

on March 01, 2023, one (01) equity share of face value from
'' 10/- (Rupees Ten) each was subdivided into five (05)
equity shares of face value of ''2/- (Rupees Two) each.

ii. Increase of Authorised Share Capital

on March 06, 2023, the Authorised Share Capital of the
Company was increased from ''10,00,000/- (Rupees Ten
Lakhs) consisting of 5,00,000 (Five Lakhs) equity shares of
'' 2/- (Rupees Two) each to ''55,00,00,000/- (Rupees Fifty-
Five Crores) consisting of 27,50,00,000 (Twenty-Seven
Crores and Fifty Lakhs) equity shares of ''2/- (Rupees Two)
each.

Accordingly, as on March 31, 2023, the Issued, Subscribed
and Paid-up Share Capital of the Company stood at '' 70/-
(Rupees Seventy) consisting of 35 (Thirty-Five) Equity
Shares of ''2/- (Rupees Two) each

iii. Allotment of Equity Shares

on April 24, 2023, the Company has issued and allotted
24,56,95,524 (Twenty-Four Crores Fifty Six Lakhs Ninety Five

Thousand Five Hundred and Twenty Four) equity shares
of face value of ''2/- (Rupees Two) each pursuant to the
Scheme to the Shareholders of the Demerged Company in
the ratio of one fully paid-up equity share of face value of
''2/- (Rupees Two) each of the Company for every one fully
paid-up equity share of face value of ''2/- (Rupees Two)
each held in the Demerged Company as on Record Date i.e.
April 18, 2023.

Pursuant to aforesaid allotment, pre-scheme paid-up share
capital of ''70/- (Rupees Seventy) consisting of 35 (Thirty-
Five) equity shares of ''2/- (Rupees Two) were cancelled.

CORPORATE GOVERNANCE REPORT

During the year under review the Company was not listed on
the Stock Exchanges, hence the provisions of Listing Regulations
were not applicable to the Company for the FY2022-23.

The Company is in compliance with the requirements of
Corporate Governance norms as per the Listing Regulations,
post listing of equity shares of the Company on Stock Exchanges.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 8 (Eight) Board Meetings were
convened and held on May 23, 2022; August 08, 2022; November
01, 2022; January 23, 2023; February 01, 2023; February 03, 2023;
March 06, 2023 and March 31, 2023. Details of the Composition
of the Board, the number of Board Meetings attended and
attendance at the third AGM are as given below.

During the year under review there were no changes in the
Board of Directors of the Company and subsequent to close of
financial year FY2022-23 till the date of the Report following were
the changes in the Board of Directors as given below.

Appointment of Managing Director

Mr Suresh Kumar Ramiah (DIN:07019419) was appointed as
Managing Director of the Company for a tenure of 5 (five) years
with effect from April 01, 2023.

Further the Members of the Company vide Special Resolution
passed in the Extra-ordinary General Meeting ("EGM") held on
April 17, 2023 had approved the appointment of Mr Suresh Kumar
Ramiah as Managing Director.

Appointment of Independent Directors

In accordance with the provisions of the Act, Mr Mahendra Kumar
Chouhan (DIN:00187253), Mrs Radha Ahluwalia (DIN:00936412),
and Mr Prafulla Chhajed (DIN:03544734) were appointed as an
Additional Non-Executive Independent Directors of the Company
for a tenure of 3 (three) years with effect from April 15, 2023.

Further the Members of the Company vide Ordinary Resolution
passed in the EGM held on April 17, 2023 had approved the
appointment of aforesaid Non-Executive Independent Directors.

In the opinion of the Board, the above Directors appointed
have integrity, relevant expertise and experience (including
proficiency) to act as an Independent Directors of the Company.

Appointment of Non-Executive Non-Independent Directors

Mr Kaiwan Kalyaniwalla (DIN:00060776) and Mr Vaishnavkiran
Shashikiran Shetty (DIN:07077444) were appointed with effect from
April 15, 2023 as an additional Non-Executive Non-Independent
Directors of the Company, liable to retire by rotation.

Further the Members vide Ordinary Resolution passed in the
EGM held on April 17, 2023, had approved the appointment of
aforesaid Non-Executive Non-Independent Directors.

Resignation of Directors

Mr Shashi Kiran Shetty (DIN:00012754), Mrs Arathi Shetty
(DIN:00088374) and Mr Ravi Jakhar (diN:02188690) Non¬
Executive Non-Independent Directors of the Company, had
resigned from the board with effect from April 21, 2023.

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles
of Association of the Company Mr Suresh Kumar Ramiah
(DIN:07019419), Managing Director of the Company, retires by
rotation at the ensuing AGM and, being eligible, offers himself for
re-appointment.

Attention of the Members is invited to the relevant item in the
Notice of the 4^th AGM and the explanatory Statement thereto.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors appointed with effect from April 15, 2023, confirming
that they meet the criteria of independence as prescribed
under Section 149(6) and (7) of the Act and Regulations 16 and
25 of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of
the Company.

The Company has received confirmation from the Independent
Directors regarding their registration in the Independent Directors
databank maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review appointment of KMP was not
applicable to the Company. Subsequent to close of financial
year FY2022-23 till the date of the Report appointment and
resignation of KMPs of the Company are given below.

Appointment of KMP

• Mr Hardik Desai was appointed as Company Secretary of
the Company with effect from April 01, 2023;

• Mrs Poornima Sreedhar was appointed as Chief Financial
Officer of the Company with effect from April 01, 2023 and

• Mr Pritam Vartak was appointed as Chief Financial Officer of
the Company with effect from July 06, 2023.

Resignation of KMP

Mrs Poornima Sreedhar has resigned from the position of Chief
Financial Officer of the Company with effect from close of
business hours on July 05, 2023.

COMMITTEES OF THE BOARD

During the year under review the Company was not required to
constitute the Committees of the Board of Directors. Subsequent
to close of financial year FY2022-23 till the date of the Report
the following Statutory Committees were constituted with effect
from April 15, 2023.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee
1. AUDIT COMMITTEE

The Audit Committee is comprised of 3 (three) Directors
of which 2 (two) are Independent Directors and 1 (one)
Managing Director of the Company. All the members
are well versed with finance, accounts, corporate laws
and general business practices. Mr Prafulla Chhajed, an
Independent Director is the Chairperson of the Committee.
He is a qualified Chartered Accountant, possess expertise
in finance, administration and management. The
composition, terms of reference, role and power of the Audit
Committee are in line with the Listing Regulations and the
Act. The Committee acts as a link between the Statutory
and Internal Auditors and the Board of the Company. The
Company Secretary of the Company acts as Secretary to
the Committee.

Composition of the Committee

Sr. No.	Name of the Committee Member	Category	Committee Position
1.	Mr Prafulla Chhajed	Independent Director	Chairperson
2.	Mr Mahendra Kumar Chouhan	Independent Director	Member
3.	Mr Suresh Kumar Ramiah	Managing Director	Member

Terms of Reference:

i. Recommend the appointment, remuneration and
terms of appointment of auditors of the Company.

ii. Review and monitor the auditors'' independence and
performance and effectiveness of the audit process
with the management.

iii. Examine the financial statement and the auditors''
report thereon.

iv. Approve transactions of the Company with related
parties (including omnibus approval) and any
subsequent modification thereof.

v. Review and approve the related party transactions.

vi. Make recommendation to the Board, in case of
transactions, other than transactions referred to in
Section 188 of the Act entered with, other than Wholly
owned Subsidiary Company and where Committee
does not approve the same.

vii. Ratify the transactions for an amount as specified
in Section 177 of the Act, entered into by a Director or
officer of the Company, if not, approved by the Audit
Committee within three months from the date of the
transaction.

viii. Scrutinize inter-corporate loans and investments.

ix. Valuation of undertakings or assets of the Company,
wherever it is necessary.

x. Evaluate internal financial controls and risk
management systems.

xi. Review/monitor with the management, the statement
of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice
and the report submitted by the monitoring agency,
monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations
to the Board to take up steps in this matter.

xii. Call for the comments of the auditors about internal
control systems, the scope of audit, including the
observations of the auditors and review of the financial
statements before their submission to the Board and
discuss any related issues with internal and statutory
auditors and management of the Company.

xiii. Act in accordance with the terms of reference specified
in writing by the Board.

xiv. Review with the management, the quarterly, half yearly
and annual financial statements/results and Limited
review report/auditor''s report thereon (both standalone
and consolidated) before submission to the Board for
approval, with particular reference to:

- Matters required to be included in the Directors''
Responsibility Statement under Section 134(3) (c)
of the Act.

- Changes, if any, in accounting policies and
practices and reasons for the same.

- Major accounting entries involving estimates based
on the exercise of judgment by management.

- Significant adjustments made in the financial
statements arising out of audit findings.

- Compliance with legal requirements relating to
financial statements.

- Disclosure of any related party transactions and

- Modified opinion/Qualifications in the draft audit
report.

xv. Review the adequacy of internal audit function, if
any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure coverage
and frequency of internal audit.

xvi. Discuss with internal auditors any significant findings
and follow up there on.

xvii. Review the findings of any internal investigations by the
internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter
to the Board.

xviii. Discuss with statutory auditors, before the audit
commences about the nature and scope of audit and
post-audit, to ascertain any area of concern.

xix. Look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.

xx. Review the functioning of the Whistle Blower
mechanism/Vigil Mechanism.

xxi. Approve the appointment of CFo (i.e., the whole¬
time Finance Director or any other person heading
the finance function or discharging that function)
after assessing the qualifications, experience and
background, etc. of the candidate.

xxii. Have oversight of the Company''s financial reporting
process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient
and credible.

xxiii. Review of internal controls for financial reporting and
review of significant changes in internal control over
financial reporting.

xxiv. Approve payment to statutory auditors for any other
services rendered by the statutory auditors.

xxv. Review utilization of loans and/or advances from/
investment by the Company in the Subsidiary
Company exceeding ''100 crore or 10% of the asset size
of the Subsidiary, whichever is higher including existing
loans/ advance/investments.

xxvi. Consider and comment on rationale, cost- benefits
and impact of schemes involving merger, demerger,
amalgamation etc., on the company and its
shareholders.

xxvii. Review and note the Compliance Certificate furnished
by CEo and CFo on annual and quarterly financial
statements and cash flow statements on standalone
and consolidated basis.

xxviii. Carry out any other function as is mentioned in the
terms of reference of the Audit Committee.

xxix. Review compliance with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time at least once in a financial
year and verify that the systems for internal control are
adequate and are operating effectively.

xxx. Review, investigate and recommend to the Board the
complaints received under the Policy and Procedure
for inquiry in case of leak of Unpublished Price Sensitive
Information or suspected leak of Unpublished Price
Sensitive Information.

xxxi. Review with the management, performance of
statutory and internal auditors and adequacy of the
internal control systems.

xxxii. Review the Company''s Financial Policies.

xxxiii. Consider requests from Treasury for deviations from
Investment Policy and amendments thereto.

xxxiv. Select, engage and approve fees for professional
advisors/consultants that the Committee may require
to carry out their duties.

xxxv. The Audit Committee shall mandatorily review:

- Management discussion and analysis of financial
condition and results of operations.

- Management letters/letters of internal control
weaknesses issued by the statutory auditors.

- Internal audit reports relating to internal control
weaknesses.

- The appointment, removal and terms of
remuneration of the Chief Internal Auditor shall be
subject to review by the Audit Committee.

- Statement of Deviations: Quarterly, annually
including report of monitoring agency.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") is
comprised of 3 (three) Non-executive Directors, of which
2 (two) are Independent Directors and 1 (one) is Non¬
executive Director of the Company. Mrs Radha Ahluwalia, an
Independent Director, is the Chairperson of the Committee.
The composition and role of the NRC are in line with the
Listing Regulations and the Act. The Company Secretary of
the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No.	Name of the Committee Member	Category	Committee Position
1.	Mrs Radha Ahluwalia	Independent Director	Chairperson
2.	Mr Mahendra Kumar Chouhan	Independent Director	Member
3.	Mr Vaishnavkiran Shetty	Non-Executive Non¬ Independent Director	Member

Terms of Reference:

a) Identify persons who are qualified to become Directors
of the Company and who may be appointed in
senior management (one level below the Board), key
managerial personnel in accordance with the criteria
laid down, recommend to the Board their appointment
and removal.

b) Formulate criteria for evaluation of Independent
Directors in the Board, recommend to the Board the

process of Board Evaluation either (a) through in¬
house anonymous peer-to-peer evaluation process by
the Board members or (b) through an external expert.
In addition thereto, the performance evaluation of
Independent Directors will be required to be done by
the entire Board excluding the Director being evaluated.

c) While appointing an Independent Director, the
Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the
basis of such evaluation, prepare a description of
the role and capabilities required of an independent
director. The Person recommended to the Board for
appointment as an independent director shall have
the capabilities identified in such description. For
the purpose of identifying suitable candidates, the
Committee may:

- use the services of an external agencies, if required;

- consider candidates from a wide range of
backgrounds, having due regard to diversity; and

- consider the time commitments of the candidates.

d) Recommend to the Board whether to extend or continue
the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of
Independent Directors.

e) Devise a policy on Board Diversity.

f) Formulate the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial
Personnel and other employees.

g) Assist the Board in formulating succession plan for
the Board and Senior Management and provide an
effective oversight in respect of succession planning.

h) Assist the Board in setting process for Board evaluation.

i) Recommending to the Board remuneration payable to
senior management.

j) Select, engage and approve fees for professional
advisors that the Committee may require to carry out
their duties.

k) Review the functioning of Nomination and Remuneration
Policy.

l) Oversee various aspects, compliances as mentioned in
the term of references and carry out any other function
as is mandated by the Board from time to time and/or
enforced by any statutory notification, amendment or
modification as may be applicable.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee ("SRC") is
comprised of 3 (three) Directors, of which 2 (two) are
Independent Directors and 1 (one) is Managing Director
of the Company. Mr Mahendra Kumar Chouhan, an
Independent Director, is the Chairperson of the Committee.
The composition and role of the SRC are in line with the
Listing Regulations and the Act. The Company Secretary of
the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. Name of the Committee

Category

No. Committee Member Position

1. Mr Mahendra Kumar Independent Chairperson

Chouhan Director

2. Mr Prafulla Chhajed Independent Member

Director

3. Mr Suresh Kumar Managing Member

Ramiah Director

Terms of Reference:

a. Consider and approve request received for transfers/
transmissions of securities of the Company, issue of
duplicate certificates, re-mat/demat of securities, issue
of shares lying in the Unclaimed Suspense Account etc.

b. Consider and redress grievances of the shareholders/
investors relating to transfer/transmission/demat/
remat of securities, Notice of general meetings, non¬
receipt of Annual Report, security certificates, dividend,
interest, refund orders and any other corporate benefits
etc.

c. Review and monitor compliances under the SEBI (Listing
obligations and Disclosure Requirements) Regulations,
2015 and its amendment from time to time, pertaining
to Investor grievance and transfer & transmission and
shareholding pattern.

d. Select, engage and approve fees for professional
advisors that the Committee may require to carry out
their duties.

e. Review of measures taken for effective exercise of
voting rights by shareholders.

f. Review of adherence to the service standards adopted
by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent.

g. Review of the various measures and initiatives taken by
the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the
shareholders of the Company.

h. oversee various aspects of interest of shareholders,
debenture holders and other security holders and carry
out any other function as is mandated by the Board
from time to time and/or enforced by any statutory
notification, amendment or modification as may be
applicable.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility ("CSR") Committee
is comprised of 3 (three) Directors, of which 1 (one)
is Independent Director, 1 (one) Non-executive Non¬
Independent Director and 1 (one) Managing Director of the
Company. The composition and role of the CSR Committee
are in line with the relevant provisions of the Act and
Rules framed thereunder. The Company Secretary of the
Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No.	Name of the Committee Member	Category	Committee Position
1.	Mr Vaishnavkiran Shetty	Non-Executive Non¬ Independent Director	Chairperson
2.	Mrs Radha Ahluwalia	Independent Director	Member
3.	Mr Suresh Kumar Ramiah	Managing Director	Member

Terms of Reference

a. Formulate and recommend to the Board, a Corporate
Social Responsibility ("CSR") Policy which shall indicate
the activities to be undertaken by the Company as
specified in Schedule VII of the Act.

b. Formulate and recommend to the Board, an annual
action plan which shall include the list of CSR Projects
or Programmes that are approved to be undertaken
in the areas or subjects as specified in Schedule VII
of the Act, the manner of execution of such projects
or programmes, the modalities of utilisation of funds
and implementation schedules for the projects or
programmes, monitoring and reporting mechanism
for the projects or programmes, details of need and
impact assessment, if any, for the projects undertaken
by the company and recommend any alteration in
such annual action plan.

c. Recommend the amount of expenditure to be incurred
on the CSR activities as per limits prescribed under the
Act.

d. Review the CSR projects and program or activities
undertaken by the Company and recommend suitable
changes as deem fit or necessary.

e. Institute a transparent monitoring mechanism for
implementation of the CSR projects or programs or
activities undertaken by the Company.

f. Carry out such other functions as may be entrusted by
the Board or which may be required to be undertaken
pursuant to any regulatory or statutory requirements/
stipulations prescribed from time to time.

g. Select, engage and approve fees for professional
advisors/consultants that the Committee may require
to carry out their duties.

h. oversee various aspects, compliances in respect of
CSR expenditure and carry out any other function as
is mandated by the Board from time to time and/or
enforced by any statutory notification, amendment or
modification as may be applicable.

i. To review the impact of the assessment study of the
CSR Projects every 2-3 years.

BOARD EVALUATION

During the year under review, the Board carried out annual
evaluation of its own performance and individual Director for
FY2022-23.

The parameters for performance evaluation of the Board
includes the roles and responsibilities of the Board, timeliness
for circulating the board papers, content and the quality of
information provided to the Board, attention to the Company''s
long term strategic issues, risk management, overseeing and
guiding major plans of action, acquisitions, etc.

The performance of the Board and individual Director was
evaluated by the Board seeking inputs from all the Directors.

The Board of Directors expressed their satisfaction towards
the process followed by the Company for evaluating the
performance of the Directors and the Board.

NOMINATION AND REMUNERATION POLICY

During the year under review adoption of Nomination and
Remuneration Policy was not required. Further, the Board of the
Company had framed and adopted a policy on Directors, KMP
and other Senior Management Personnel appointment and
remuneration including criteria for determining qualifications,
positive attributes, Independence of a Director and other related
matters effective from April 01, 2023 in accordance with Section
178 of the Act and the Rules framed thereunder and Listing
Regulations. The Nomination and Remuneration Policy of the
Company is hosted on the Company''s website https://www.
allcargoterminals.com/corporate-policies/.

WHISTLE BLOWER POLICY

During the year under review adoption of Whistle Blower
Policy was not required. Further, the Board of the Company
had adopted a Whistle Blower Policy effective from July 05,
2023, and established the necessary Vigil Mechanism, which
is in line with the Listing Regulations and the Act. According to
the Policy, the Whistle Blower can raise concerns relating to
Reportable Matters such as unethical behaviour, breach of Code
of Conduct, actual or suspected fraud, any other malpractice,
impropriety or wrongdoings, illegality, non-compliance of legal
and regulatory requirements, retaliation against the Directors
& Employees and instances of leakage of/suspected leakage
of Unpublished Price Sensitive Information of the Company, etc.
Further, the mechanism adopted by the Company encourages
the Whistle Blower to report genuine concerns or grievances to
the Audit Committee and provides for adequate safeguards
against the victimization of Whistle Blower, who avail of such
mechanism and provides for direct access to the Chairman of
the Audit Committee, in appropriate or exceptional cases. The
Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company''s website
https://www.allcargoterminals.com/corporate-policies/.

RISK MANAGEMENT

There are systems in place which helps to identify, evaluate,
monitor, control, manage, minimize and mitigate identifiable
business risks.

The purpose of risk management is to achieve sustainable
business growth, protect Company assets, safeguard
shareholder investments, ensure compliance with applicable
laws and regulations and avoid major surprises of risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition.
The Company''s policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that
all transactions are authorized, recorded and reported correctly.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report ("MDA") on the
business outlook and performance review for the year ended
March 31, 2023, is not applicable. Further, the Company has
voluntarily adopted MDA Report for the year ended March 31,
2023, and the same is available as a separate section which
forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Section 135 of the Act, was not
applicable to the Company. Further, the Company had adopted
a Corporate Social Responsibility ("CSR") Policy as per the
provisions of the Act, effective from April 01, 2023.

The CSR Policy is hosted on the Company''s Website https://www.
allcargoterminals.com/corporate-policies/.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial
Statements of its Subsidiary and Joint Venture Companies as
per the provisions of the Act, is provided in the prescribed Form
AOC-1 forms part of Consolidated Financial Statements, in
compliance with Section 129(3) and other applicable provisions,
if any, of the Act read with the Rules issued thereunder.

Pursuant to Section 129 of the Act the attached Consolidated
Financial Statements of the Company and all its Subsidiary and
Joint Venture Companies has been prepared in accordance
with the applicable Ind AS provisions.

In accordance with the provisions of the Act and applicable
Ind AS, the audited Consolidated Financial Statement of the
Company for the financial year 2022-23, together with the
Auditor''s Report forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial
statements, including the Consolidated Financial Statement
and related information of the Company and the separate
financial statement of the subsidiary company, are available
on the Company''s website at https://www.allcargoterminals.
com/investor-subsidiary-company/. Any member desirous of
inspecting or obtaining copies of the audited financial statement,
including the Consolidated Financial Statement may write to the
Company Secretary at investor.relations@allcargoterminals.
com.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

During the year under review, pursuant to the Scheme, with
effect from the Appointed Date i.e. April 01, 2022, the following
Companies have become Joint Ventures of the Company.

Sr.	Name of the	Relationship	Nature of	Effective
No.	Company		Change*	Date
1	TransNepal Freight Services Private Limited	Joint Venture	Transferred pursuant to the Scheme	April 01, 2022
2	Allcargo Logistics Park Private Limited	Joint Venture	Transferred pursuant to the Scheme	April 01, 2022

https://www.allcargoterminals.com/corporate-policies/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions/contracts/arrangements that
were entered into by the Company during the year under review
were on an arm''s length basis and in the ordinary course of
business and were in compliance with the applicable provisions
of the Act. There are no material significant related party
transactions entered into by the Company with its Promoters or
Directors which may have a potential conflict with the interest of
the Company at large.

The CFS/ICD business was transferred to the Company by
Allcargo Logistics Limited from appointed date i.e. April 01, 2022,
as per the Scheme which was effective from April 01, 2023.
During the year under review all the related party transactions/
contracts/arrangements of the Company were entered by
Allcargo Logistics Limited on trust basis.

The disclosure of related party transactions as required under
Section 134(3) (c) of the Act in Form aoc-2 for financial year
ended March 31, 2022 is annexed as Annexure 1.

The details of related party transactions that were entered during
FY2022-23 are given in the notes to the Financial Statements as
per Ind AS24, which forms part of the Annual Report.

The Policy on materiality of Related Party Transactions and also
on dealing with Related Party Transactions as approved by the
Board, from time to time, is hosted on the on the Company''s
website https://www.allcargoterminals.com/corporate-
policies/.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

The Company is engaged in the business of providing CFS/ICD
services and other related logistics services which falls under
the infrastructural facilities as categorized under Schedule VI
of the Act. Hence, the provisions of Section 186 of the Act are
not applicable to the Company to the extent of loans given,
guarantees or securities provided or any investment made.
However, as a good governance practice of the Company,
the details of loans given, guarantees and securities provided
are annexed as Annexure 2. Details of investments made are
provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s C.C. Dangi & Associates, Chartered Accountants ("CCDA")
(Firm Registration No. 102105W) was appointed as the Statutory
Auditors of the Company for a term of 5 (five) years in its First
Annual General Meeting (the "AGM") held on November 30,
2020 to hold office until the conclusion of the Sixth AGM of the
Company.

CCDA had resigned as Statutory Auditors of the Company with
effect from April 07, 2023.

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants
("SRBA") (Firm Registration No. 101049W/E300004) was appointed
as Statutory Auditors of the Company by the Members at the
EGM held on April 17, 2023 till the conclusion of 4^th AGM to fill
casual vacancy caused due to the resignation of CCDA.

Further, the Audit Committee and Board has recommended
for re-appointment of SRBA as the Statutory Auditors of the
Company for a first term of four years from the conclusion of 4^th
AGM till the conclusion of the 8^th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes
on the Financial Statements is enclosed to this Report. The
Auditors'' Reports do not contain any qualification, reservation,
adverse remarks, observations or disclaimer on Standalone and
Consolidated Audited Financial Statements for the year ended
March 31, 2023.

The other observations made in the Auditors'' Report are self¬
explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review,
which was required by the Statutory Auditors to report to the
Board and/ or Central Government under Section 143(12) of the
Act and Rules made thereunder.

Secretarial Auditor

During the year under review, the appointment of Secretarial
Auditor was not applicable to Company.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

PARTICULARS OF EMPLOYEES:

During the year under review Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, was not applicable to the
Company.

There were no employees drawing remuneration more than the
limits prescribed in the Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Further, there were 239 permanent employees on the payroll of
the Company as on March 31, 2023 and Median Remuneration of
employees for FY 2022-23 was ''5.26 Lakhs.

None of the employees who are posted and working in a
country outside India, not being Directors or their relatives, draw
remuneration more than the limits prescribed under Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and
Environment awareness among its employees. It also believes in
safety and health enrichment of its employees and committed
to provide a healthy and safe workplace for all its employees.
Successfully managing Health and Safety risks is an essential
component of our business strategy. The Company has
identified Health and Safety risk arising from its activities and
has put proper systems, processes and controls mechanism to
mitigate them.

The Company has been taking various initiatives and
participating in programs of safety and welfare measures to
protect its employees, equipment and other assets from any
possible loss and/or damages.

The following safety related measures are taken at various
locations:

• Fire and Safety drills are conducted for all employees and
security personnel and all Fire hydrants are monitored
strictly as the preparedness for emergency.

• Safety Awareness Campaign like Road Safety Week, National
Safety week, Fire Safety Week, Environment Day is held/
celebrated at major locations to improve the awareness of
Health, Safety & Environment of employees.

• Each equipment is put through comprehensive Quality Audit
and Testing to ensure strong compliance to Maintenance,
Safety and Reliability aspects as per the specifications by
various original Equipment Manufacturer. All equipments
are mandatorily ensured with PUC. Fitness certificates are
issued based on the compliance of the safety norms.

• Regular training/skills to staff and contractors to inculcate
importance of safety amongst them. Further, handling of
Hazardous Material training and Terrorist Threat Awareness
Training are provided to all employees.

• Created checks and awareness among drivers about
negatives of alcohol and drug consumptions and impact
on their families.

• Accident prone routes identified and supervisors allocated
to have control over the vehicle movement.

• Occupational Health & Safety audits and Fire & Electrical
Safety audits are conducted by competent agencies at
regular intervals.

• Fortnightly visit by Doctors to office for medical counselling
of employees. Further, Medical Health check-up of all
employees are conducted at regular intervals.

• CCTV and Safety alarms are installed at major locations.

• Green initiatives are taken at various locations to protect
the environment.

• Oxygen and temperature checks were mandatory for all
staff members and visitors at all office locations.

• Operations have been modified and optimized to adhere to
social distancing requirements and work with minimal staff
on-site.

• All Locations undergo third party surveillance audit annually
for Health, Safety and Environment and Biannual Fire &
Electrical Safety audits are conducted. All observations,
Suggestions for improvements during audit are
implemented on priority with target dates.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as stipulated
under Section 134(3)(m) of the Act and Rules framed thereunder,
is annexed as Annexure 3.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has approved and adopted Policy and Guidelines
for Prevention and Prohibition of Sexual Harassment at
Workplace in its Board meeting held on July 05, 2023 in line with
the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
"POSH Act"). All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

During the year under review, no complaints of sexual
harassment were received.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder,
an Annual Return is hosted on the website of the Company https://
www.allcargoterminals.com/investor-allcargo-terminals/.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder
related to maintenance of cost records is not applicable to the
Company.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the
Company under Insolvency and Bankruptcy Code, 2016 during
the year under review.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

There is no incidence of one-time settlement in respect of any
loan taken from Banks or Financial Institutions during the year.
Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the
valuation done while taking loan is not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act,
the Board to the best of their knowledge and ability confirm that-

a. that in the preparation of the Annual Accounts for the year
ended March 31, 2023, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any;

b. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,
2023, and of the profit of the Company for the year ended on
that date;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going
concern basis;

e. they had laid down internal financial controls to be followed
by the Company and that such internal financial controls
are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for
the continued co-operation and support extended to the
Company by government authorities, customers, vendors,
regulators, banks, financial institutions, auditors, legal advisors,
consultants, business associates during the year. The Directors
also convey their appreciation for the contribution, dedication
and confidence in the management.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Kumar Ramiah Vaishnavkiran Shetty

Managing Director Non-Executive Director

DIN:07019419 DIN: 07077444

Date: August 21, 2023
Place: Mumbai