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Company Information

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ALLCARGO LOGISTICS LTD.

06 November 2025 | 09:24

Industry >> Logistics - Warehousing/Supply Chain/Others

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ISIN No INE418H01029 BSE Code / NSE Code 532749 / ALLCARGO Book Value (Rs.) 26.05 Face Value 2.00
Bookclosure 26/10/2024 52Week High 58 EPS 0.36 P/E 97.46
Market Cap. 3469.22 Cr. 52Week Low 26 P/BV / Div Yield (%) 1.36 / 3.12 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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 i
nvestor.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