The Directors present their Thirty-Second 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
|
16,09,089
|
13,04,710
|
2,51,537
|
1,85,682
|
|
Total Expenses
|
16,08,208
|
13,03,410
|
2,47,138
|
1,65,074
|
|
Profit before share of profit from associates, joint ventures, exceptional items and tax
|
881
|
1,300
|
4,399
|
20,608
|
|
Share of profits from associates and joint ventures
|
1,191
|
(735)
|
-
|
-
|
|
Profit before exceptional items and tax
|
2,072
|
565
|
4,399
|
20,608
|
|
Exceptional items
|
624
|
15,633
|
2,380
|
2,535
|
|
Profit before tax
|
2,696
|
16,198
|
6,779
|
23,143
|
|
Less: Tax expense
|
|
|
|
|
|
- Current tax
|
11,088
|
15,577
|
1,177
|
5,723
|
|
- Deferred tax
|
(10,035)
|
(12,835)
|
(34)
|
(2,640)
|
|
Excess provision for tax reversed
|
(3,117)
|
(301)
|
(2,552)
|
(238)
|
|
Profit after tax
|
4,760
|
13,757
|
8,188
|
20,298
|
|
Profit from Discontinuing Operations before Tax
|
158
|
243
|
-
|
-
|
|
Profit for the year from continuing and discontinuing operations
|
4,918
|
14,000
|
8,188
|
20,298
|
|
Profit attributable to:
|
|
|
|
|
|
- Equity holders of the Parent
|
3,560
|
14,970
|
8,188
|
20,298
|
|
- Non-controlling interests
|
1,358
|
(970)
|
-
|
-
|
|
Other comprehensive income/(loss) for the year
|
4,774
|
2,356
|
(376)
|
(178)
|
|
Total Comprehensive income/(loss)
|
9,692
|
16,356
|
7,812
|
20,120
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
- Equity holders of the Parent
|
8,341
|
17,321
|
NA
|
NA
|
|
- Non-controlling interests
|
1,351
|
(965)
|
NA
|
NA
|
|
Other Equity
|
2,22,600
|
2,32,507
|
90,693
|
1,03,517
|
|
Earnings Per Share (EPS) - Continuing Operations:
|
|
|
|
|
|
Basic
|
0.36
|
1.51
|
0.83
|
2.07
|
|
Diluted
|
0.36
|
1.51
|
0.83
|
2.07
|
|
Earnings Per Share (EPS) - Discontinuing Operations:
|
|
|
|
|
|
Basic
|
0.01
|
0.01
|
NA
|
NA
|
|
Diluted
|
0.01
|
0.01
|
NA
|
NA
|
Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) (Amendment) Rules, 2015, as amended from time to time.
DIVIDEND
During the year under review, the Company has declared and paid an Interim Dividend of ? 1.10/- per equity share (55%) on the paid-up capital of the Company for the financial year ended March 31, 2025.
The dividend payout is in accordance with the Company's Dividend Distribution Policy. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the 'Dividend Distribution Policy' has been hosted on the Company's website https://www.allcargologistics.com/investors/investorservices/ corporatepolicies.
TRANSFER TO RESERVE
During the year under review, there was no amount transferred to any of the reserves by the Company.
PERFORMANCE REVIEW
Consolidated:
The revenue from operations for FY2024-25 increased from ? 12,96,868 Lakhs to ? 16,02,153 Lakhs, a increase of 24% over the previous year, due to significant increase in MTO operations.
The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at ? 51,814 Lakhs, a increase of 12% as compared to ? 46,449 Lakhs earned in the previous year.
The Profit for the year attributable to the members and noncontrolling interest stood at ? 4,918 Lakhs, a decrease by 65% as compared to ? 14,000 Lakhs of the previous year.
Consolidated Cash Flow:
The Cash flows from operations post tax were ? 26,108 Lakhs (as at March 31, 2024 negative ? 14,573 Lakhs). Spend on capex was ? 8,390 Lakhs. The borrowing of the Company as at March 31,2025 stood at ? 1,16,889 Lakhs (as at March 31,2024 ? 96,687 Lakhs). Cash and bank balances including investment in mutual funds stood at ? 69,396 Lakhs (as at March 31, 2024 ? 56,019 Lakhs). The Net Debt to Equity stood at 0.44 times (as at March 31, 2024 0.37 times).
Standalone:
The revenue from operations for FY2024-25 increased from ? 1,63,329 Lakhs to ? 2,48,558 Lakhs, an increase of 52 % over the previous year.
EBIDTA stood at ? 7,924 Lakhs, an increase of 97% as compared to ? 4,017 Lakhs earned in the previous year.
The Profit after taxes was ? 8,188 Lakhs as compared to ? 20,298 Lakhs of the previous year.
Standalone Cash Flow:
The Cash flows from operations were ? 11,872 Lakhs (as at March 31, 2024 negative ? 15,644 Lakhs). Spend on capex was ? 977 Lakhs. The borrowing of the Company as at March 31, 2025 stood at ? 58,085 Lakhs (as at March 31, 2024 ? 52,167 Lakhs). Cash and bank balances including investment in mutual funds stood at 4,031 Lakhs (as at March 31, 2024 ? 1,963 Lakhs).
The Net Debt to Equity stood at 0.53 times (as at March 31,
2024 0.42 times).
BUSINESS OVERVIEW
The Company operates mainly in the International Supply Chain Business.
The Company is carrying out Contract Logistics business through its wholly owned subsidiary i.e. Allcargo Supply Chain Private Limited and Express Distribution business through its Subsidiary Company, Allcargo Gati Limited (Formerly known as "Gati Limited").
International Supply Chain (ISC)
The Company operates in the International Supply Chain business segment including Non-Vessel Owning Common Carrier (NVOCC) operations related to Less than Container Load (LCL) consolidation and Full Container Load (FCL) forwarding activities. Our NVOCC services are built on the strength of our nationwide and global reach with over 300 offices in 180 countries. With our global network, we serve over 2,400 global trade lanes, including 300 trade lanes that connect India to the world.
With over three decades of global expertise and experience, we are the world leader in LCL consolidation and India's leading integrated logistics solutions provider, offering one- stop solutions that empower businesses in India and across the world. Our global network, local insights, operational excellence, offers customers the edge and peace of mind that they seek.
Our International Supply Chain services offers the benefit of LCL, FCL and Air Freight Services, backed by first and last mile delivery. Our customers benefit from dealing with just one partner for their end-to-end needs. The latest processes, state-of-the-art systems and an experienced workforce ensure the highest standards of multimodal services. With value added services like inland trucking service and warehousing capabilities, we ensure complete transit with safety. We have successfully eliminated transit time by adding direct trade lanes within the network.
Our digital logistics solutions are enhancing efficiency and convenience for our customers. To gain further operational and functional efficiencies, our teams are working to test and implement the latest tech innovation which will bring in greater agility and transparency in our service offerings. ECU360, our state-of-the-art platform, which was developed in-house, enables customers to effortlessly manage their shipments, with real-time information on their fingertips. In addition, we launched our new API product suite, making ECU Worldwide integration ready for customers, vendors and third-party providers.
Contract Logistics (CL) Business through Allcargo Supply Chain Private Limited
Currently, Allcargo's CL division manages more than 70 Lakhs sq. ft. of warehousing space across over 65 locations with significant presence in major consumption centers Pan- India. Keeping in mind changing customer preferences and compliance norms, more than 55% of our warehousing space is in Grade "A" facilities. While we continue to maintain our
leadership in the chemical vertical, we have also significantly added marquee customers in the area of e-Commerce and Automotive industries. One of our key strengths, we pride, is our ability to provide world class solution design to our customers, be it the large industry leaders or fast-growing unicorns. We excel at providing bespoke solutions to our customers to solve their Supply Chain problems and create a value for them that help us to create lasting partnerships.
One of the key differentiators of our warehousing services is the stringent safety standards that we adhere to. No storage is allowed unless all safety compliances and certifications are implemented. We deploy full range of safety features that allow us to store different types of hazardous and non-hazardous goods for our chemical customers. We consistently receive customer appreciations and awards from various industry bodies in the area of Safety and Operation Management.
Our expertise encompasses Automotive manufacturing and Distribution, from Passenger to commercial vehicles and component manufacturers. We offer value added services like packaging, kitting, etc to manage and optimize our customers overall supply chain. Our flexible approach and swift turnarounc time are our Unique Selling Point (USP). Last year we had added new age Ecom customer like Meesho (major Fashion/ retain E-com player) / Zepto (major Grocery delivery E-com player) and expanded business with them which demonstrates our customer centric approach & customers looking at us as their preferred partner. We have expanded our after-market offerings with addition of customers like Skoda Volkswagen (major German Car manufacturer) and added new service offerings in the area of in-plant logistics for customers like for Finolex (major Plastic Pipes manufacturer) providing them production support and yard management. Our key account management approach expanded our revenue base with customers like Amazon (2nd largest E-com Player in India), ABB (Major Swedish Electrical equipment manufacturer) & many more.
We have started transportation offerings to our customer in terms of local distribution within city as well as secondary distribution within state and line haul business. This year we will be more aggressively entering into long haul transportation for chemical customers to whom we are already providing warehousing services for 5 years with proven track record. We are intending to expand this relationship in transportation which will be win-win for us as well a customer, as customer will get one-stop solution for their warehousing & transportation needs. For us it will be enhanced revenue & more stickiness with customer. Apart from this, we continue to invest in adding capabilities as per our customer's needs. We have a multi customer site with Order Management System capabilities at Farukh Nagar as well as in Mumbai region and also operate a "Seller Flex'' model at our Bhiwandi Warehouse. We also offer services like production logistics, engineering, ordering and replenishment services, reusable packaging solutions, tailor made kitting, just-in-time and pull delivery concepts and pre-production services. In line with the Group philosophy, we are committed to protect the environment, create a strong governance structure and contribute to the betterment of community. With more focus on ESG, we have taken quite a few initiatives like 100% electric material handling equipment in the warehouse and also deployment of energy efficient lighting in the warehouse. Also, we are exploring solarising of our key warehouses across India.
Our operations are fully technology enabled and In line with our vision to provide services which enable customer delight, we have setup control tower for warehouse operation, which enables us to have complete visibility of operation including our customer's KPIs achievement. We will be enhancing this to provide interactive digital dashboard at all warehouses as well as on mobile for visibility of operation from ground team till senior management. This will enhance our capability in terms of addressing any service failure proactively without impacting the customer. We are looking at addition of 30 lacs sq.ft. in the next three years across existing as well as new verticals and geographies.
Express Logistics (EL) Business through Allcargo Gati Limited (Formerly known as "Gati Limited"):
Allcargo Logistics is the promoter and the single largest shareholder of Allcargo Gati Limited (Formerly known as "Gati Limited") with 44.42% ownership. As an Allcargo Company, Allcargo Gati Limited can now tap into a Global Network Operating in 180 countries and expand the scope of our services to include the diverse logistics business verticals. Through Gati's domestic reach and network, the Company offers end-to-end logistics solutions to its global and local clients in India. Gati operates in time sensitive, high value cargo which requires specialised handling. The Company is a pioneer in the express industry and manages Industry leading infrastructure network offering its services across 99% of GoI approved pin codes. The Company's core offerings include surface and air express however it also provides other solutions like supply chain management and e-Commerce solutions.
STATE OF COMPANY AFFAIRS
Composite Scheme of Arrangement between Allcargo Logistics Limited ("Allcargo" or "Transferee Company 2" or "Demerged Company") and Allcargo Supply Chain Private Limited ("Transferor Company 1" or "ASCPL"), a wholly owned subsidiary of Allcargo, Gati Express & Supply Chain Private Limited ("Transferor Company 2" or "GESCPL"), Allcargo Gati Limited (Formerly known as "Gati Limited") ("Transferee Company 1" or "Transferor Company 3" or "Gati") and Allcargo Worldwide Limited (Formerly known as Allcargo ECU Limited)) ("Resulting Company" or "AEL"), a wholly owned subsidiary of the Demerged Company and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Composite Scheme")
In order to explore potential business opportunities more effectively and efficiently, maximize shareholders value, to enhance business operations by streamlining operations, cutting costs, more efficient management control and outlining independent growth strategies, the Board of Directors of the Company in its meeting held on December 21, 2023, has approved and given its consent to restructure the business of the Company, in accordance with Sections 230 to 232 of the Companies Act, 2013 which is subject to the requisite approval(s) whereby;
a. International Supply Chain Business of Allcargo will be transferred to Allcargo Worldwide Limited (Formerly known as Allcargo ECU Limited), on a going concern basis. Consequently, equity shares of AEL held by Allcargo
will be cancelled. Simultaneously, AEL will issue New Equity Shares to the shareholders of Allcargo. It will be a mirror shareholding and the same will be listed on the Stock Exchanges ("Demerger")
b. Contract Logistics and Express Logistics business will be transferred by way of amalgamation of ASCPL and GESCPL with and into Gati. Consequently, equity shares of GESCPL held by Gati and equity shares along with preference shares of ASCPL held by Allcargo will be cancelled (hereinafter referred to as ("Amalgamation 1"), Subsequently, new equity shares and preference shares will be issued and allotted to the shareholders of ASCPL, and new equity shares will be issued and allotted to the shareholders of GESCPL; and
c. Post Amalgamation 1, Gati will be amalgamated with and into Allcargo. Consequently, equity shares of Gati held by Allcargo will be cancelled. Simultaneously, Allcargo will issue new equity shares to the shareholders of Gati and the same shall be listed on the Stock Exchanges (hereinafter referred to as ("Amalgamation 2").
The Company has filed the Composite Scheme with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on January 12, 2024. The Scheme was approved by the shareholders of the Company at the NCLT convened General Meeting held on February 18, 2025. Further the petition for approval of the Composite Scheme has been admitted by the Hon'ble National Company Law Tribunal and the same is pending to be disposed of.
Foreign subsidiaries
On May 21, 2024, ECU Worldwide N.V., subsidiary of the Company, acquired 25% stake in Fair Trade for a consideration of EUR 2.9 million and thereby holds 100% stake in Fair Trade. On October 01, 2024, Ecuhold N.V., subsidiary of the Company, acquired 25% stake in ECU Worldwide (Japan) Limited for a consideration of USD $ 550,000. Pursuant to this acquisition, Ecuhold N.V. holds 90% stake in ECU Worldwide (Japan) Limited.
On October 01, 2024, the Company approved sale of its 9,12,00,000 Equity Shares (7.60%) of Haryana Orbital Rail Corporation Limited held by the Company to Allcargo Terminals Limited, Promoter Group Company, for total consideration of Rs. 115 crores.
Further on January 23, 2025 Ecuhold N.V. acquired 23.50% stake in Ecu-Line Abu Dhabi LLC for a consideration of AED 500,000 and therefore holds 99% stake in Ecu-Line Abu Dhabi LLC.
CHANGES IN THE NATURE OF BUSINESS
The Company continued to provide integrated logistics services to its customers and hence, there was no change in the nature of business or operations of the Company, which materially impacted the financial position of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments which affect the financial position of the Company, subsequent to close of FY2024-25 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 has been passed by any regulator or court or tribunal which would impact going concern status of the Company and its future operations.
CREDIT RATING
The Company continues to have credit rating which denotes high degree of safety regarding timely servicing of financial obligation. The Company has received the following credit ratings for its long term and short term Bank/Financial Institution Loan facilities and Non-Convertible Debentures from various rating agencies:
|
Sr.
No.
|
Instrument
|
Existing Rating
|
Revised Rating
|
|
1.
|
Bank Loan Facilities Rated
|
|
1a.
|
Long Term Rating (For Rs. 875 Crores Bank Facilities)
|
CRISIL AA/ Watch Negative (Rating Watch with Negative Implications)
|
CRISIL AA-/ Watch Negative (Downgraded from 'CRISIL AA'; Continues on 'Rating Watch with Negative Implications')
|
|
1b.
|
Long Term Rating (For Rs. 200 Crores Axis Bank Facilities)
|
CRISIL AA-/ Watch Developing (Rating Watch with Developing Implication) (Reaffirmed)
|
CRISIL AA-/ Watch Developing (Continues on 'Rating Watch with Developing Implications')
|
|
1c.
|
Short Term Rating Bank Facilities
|
CRISIL A1 / Watch Negative (Rating Watch with Negative Implications)
|
CRISIL A1 / Watch Negative (Continues on 'Rating Watch with Negative Implications')
|
|
2.
|
Non- Convertible Debentures Rated
|
| |
Non¬
Convertible
Debentures
|
CRISIL AA/ (Rating Watch with Negative Implications)
|
CRISIL AA-/ Watch Negative (Downgraded from 'CRISIL AA'; Continues on 'Rating Watch with Negative Implications')
|
|
Sr.
No.
|
Instrument
|
Rating
|
Rating Action
|
|
1
|
Non-Convertible
Debentures
|
CARE AA- (RWN)
|
Downgraded from CARE AA; Continues to be on Rating Watch with Negative Implications
|
|
2
|
Commercial
Paper
|
CARE A1 (RWN)
|
Continues to be on Rating Watch with Negative Implications
|
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed thereunder.
SHARE CAPITAL
During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.
As at March 31, 2025, the Authorized Share Capital of the Company is ? 200,00,00,000/- divided into 100,00,00,000 Equity Shares of ? 2/- each.
Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2025, is ?/- 1,96,55,64,192 divided into 98,27,82,096 equity shares of ? 2/- 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 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.
Committees of the Board
As required under the act, and the listing regulations, the company has constituted the following statutory committees:
• Audit Committee
• Nomination And Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility & Sustainability Committee
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 Appointment of Directors
Based on the recommendation of the Governance and Nomination & Remuneration Committee ("GNRC") and in accordance with provisions of the Act and the Listing Regulations, Mr. Nilesh Vikamsey (DIN: 00031213) was re¬ appointed as a Non-Executive Independent Director of the Company for a second term of one year commencing from June 30, 2024 to June 29, 2025 vide Special Resolution passed at the 31st AGM of the Company.
In the opinion of the Board, the above Directors appointed during the year have integrity, relevant expertise and experience (including proficiency) to act as an Independent Director of the Company.
Appointment of Director, liable to retire by rotation.
In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Adarsh Hegde (DIN:00035040) Managing Director of the Company, retires by rotation at ensuing AGM and being eligible, offers himself for re-appointment.
Attention of the members is invited to the relevant items in the Notice of the 32nd AGM and the explanatory statements thereto.
Declaration from 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 Listing Regulations, GNRC 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 GNRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2024-25. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation 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.
KEY MANAGERIAL PERSONNEL (KMP)
The Company had following KMPs as at March 31, 2025:
- Mr Shashi Kiran Shetty, Founder & Chairman;
- Mr Adarsh Hegde, Managing Director;
- Mr Deepal Shah, Chief Financial Officer (CFO);
- Mr Ravi Jakhar, Director Strategy; &
- Ms Swati Singh, Company Secretary & Compliance Officer
Mr. Deepal Shah ceased to be the CFO with effect from May 14, 2025 and Mr. Ravi Jakhar was assigned the role of CFO in addition to Director Strategy, with effect from May 17, 2025.
REMUNERATION POLICY
GNRC 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 https://www.allcargologistics.com/investors/investorservices/ corporatepolicies.
WHISTLEBLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistleblower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Act. According to the Policy, the Whistleblower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behaviour, breach of Code of Conduct or Ethics Policy, 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 Whistleblower 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 Whistleblower Policy is hosted on the Company's website
https://www.allcargologistics.com/investors/investorservices/
corporatepolicies.
During the year under review, the Company investigated and resolved complaints received through Vigil Mechanism. The Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.
ENTERPRISE RISK MANAGEMENT
Our ability 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 is made possible by implementing effective and appropriate risk management systems and structures.
As Allcargo Group is a logistics company that provides integrated business solutions for national and international trade, warehousing, transportation, and handles different kinds of cargo, the company 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. 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, Finance, Strategy and Legal Committee oversees potential negative impacts from the risk management process. During the reporting period, the Risk Management, Finance, Strategy, and Legal Committee met four (4) times to discuss and review the Company's risk management practices.
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 work towards making risk management an integral part of the day-to-day operations of our businesses. All our employees are responsible for promoting sound risk management methods in their respective fields and are actively engaged in risk management within their own areas of responsibility.
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. The below illustration depicts how the ISO 31000 are integrated into both our risk management framework and the process adopted to manage the identified risks.
Under the guidance of the Board, the Head Internal Audit,
Risk Management & Compliance facilitates dedicated risk workshops for each business vertical and key support function. In these workshops, risks are identified, assessed, analyzed and accepted or mitigated to an acceptable level within the organization's risk appetite. The Risk Management, Finance, Strategy, and Legal Committee monitors the risk management activities of each business vertical and key support function. It also ensures 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 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, 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.
The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability, responsibility and authority of Internal Audit Department. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The internal audit reports are reported to Audit Committee along with management response.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance review for the financial 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.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format 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 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.allcargologistics.com/investors/investorservices/
corporatepolicies.
CONSOLIDATED FINANCIAL STATEMENTS
A statement containing the salient features of the Financial Statements including the performance and financial position of each Subsidiaries, Joint Ventures and Associate Companies as per the provisions of the Act, is provided in the prescribed Form AOC-1 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 all its Subsidiaries, Joint Ventures and Associate Companies have been prepared in accordance with the applicable Ind AS provisions.
The Company will make available the said Financial Statements and related detailed information of the subsidiary companies upon the request by any Member of the Company. Members
seeking inspection to inspect these Financial Statements can send e-mail to investor.relations@allcargologistics.com
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, the following companies have become or ceased to be Subsidiaries, Joint Ventures and/or Associates of the Company:
|
Sr.
No.
|
Name of Company
|
Relationship
|
Nature of Change
|
Effective
Date
|
|
1.
|
Flamingo Line del Peru SA
|
WOS
|
Ceased
|
June 06, 2024
|
|
2.
|
Flamingo Line Del Ecuador S.A
|
WOS
|
Ceased
|
January 27, 2025
|
|
3.
|
Allcargo ULS Terminals Co. Ltd
|
Joint Venture
|
Acquired
|
August 29, 2024
|
|
4.
|
CELM
Logistics SA de C V
|
WOS
|
Ceased
|
December 12, 2024
|
|
5.
|
ECU Line Peru SA
|
WOS
|
Ceased
|
June 06, 2024
|
|
WOS-Wholly Owned Subsidiary
|
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 and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors or KMP 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 that the same are in the ordinary course of business and at arm's length basis.
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 https://www.allcargologistics.com/investors/investorservices/ corporatepolicies
The details of related party transactions that were entered during FY2024-25 are given in the notes to the Financial Statements as per Ind AS24, which forms part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
The Company is engaged in the business of providing integrated 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"), were re-appointed as Statutory Auditors of the Company by the Members at the 27th AGM held on September 09,2020 to hold office upto the conclusion of 32nd AGM of the Company to be held in the year 2025.
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 qualification, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statements 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 Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.
Attention of the members is invited to the relevant items in the Notice of the 32nd AGM and the explanatory statements thereto related to appointment of Statutory Auditors post completion of 32nd AGM of the Company.
Secretarial Auditor
Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Parikh & Associates, 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 annexed as Annexure 4.
The Company has also obtained Secretarial Compliance Report for FY2024-25 from M/s Parikh & Associates,
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 report is annexed as Annexure 5.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. No instance of fraud has been reported by the Secretarial Auditor.
Attention of the members is invited to the relevant items in the Notice of the 32nd AGM and the explanatory statements thereto related to re-appointment of Secretarial Auditors M/s Parikh & Associates, Company Secretaries for FY 2025-26 and thereafter.
Compliance of Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.
Investor Education and Protection Fund (IEPF)
The details pertaining to the transfer of unclaimed dividend amount and shares to the Investor Education and Protection Fund (IEPF) have been provided in the 'Corporate Governance Report'
PARTICULARS OF EMPLOYEES
The details of employees' 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 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 i.e. 11:00 a.m. to 2:00 p.m. on working days excluding Saturday's, Sunday's and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to investor.relations@allcargologistics.com.
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 Companies 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 all 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 vehicular equipment are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.
• Regular training/skills to employees and contractual workers to inculcate importance of safety amongst them. Further, training on Hazardous Material (HAZMAT) handling and Terrorist Threat Awareness Training are provided to all employees.
• Created checks and awareness among drivers about negative impacts of consumption of restricted substances like alcohol, drugs, 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 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 7.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy 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.
Number of complaints of sexual harassment are as under:
|
Particulars
|
FY 2024-25
|
FY 2023-24
|
| |
Filed
during
the
year
|
Pending resolution at the end of the year
|
Filed
during
the
year
|
Pending resolution at the end of the year
|
|
Sexual
Harassment
|
Nil
|
Nil
|
Nil
|
Nil
|
The Company conducts awareness sessions for all employees and ICC members. Also new joinees are made aware about the same during Induction.
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. and the required details are given in detail in the 'Corporate Governance Report.'
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees.
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.allcargologistics.com/investors/ financials/downloads/annualreports
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 being into service industry.
INSOLVENCY AND BANKRUPTCY
No application made or processing is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under the review.
DISCLOSURE OF ONE TIME SETTLEMENT OF 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
The Board after diligently reviewing the responsibilities of the Board of Directors, recognizing its significance in fostering a culture of ethical conduct, sound governance, and effective risk oversight in accordance with section 134(3)(c) read with section 134(5) of the Act, which outlines the responsibilities of the Board of Directors with respect to financial statements may hereby recommend to Board for confirmation on Directors' responsibility statement as reproduced below:
Pursuant to Section 134(3)(c)read with Section 134(5) of the Act, the Board to the best of their knowledge and independent ability confirm that -
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) we have, in the selection of the accounting p, consulted the Statutory Auditors and have 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 for that period;
(c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concern basis;
(e) we have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.
(f) we 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, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.
For and on behalf of the Board of Directors
Sd/-
Shashi Kiran Shetty Founder & Chairman DIN: 00012754
Place: Mumbai Date: May 24, 2025
|