Allcargo Gati Ltd

Dear Members,

Your Directors present the report of the Business and Operations of your Company (‘the Company' or ‘AGL'), along with the audited financial statements, (standalone and consolidated) for the financial year ended March 31, 2024. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

1) Financial Highlights

The summarized standalone and consolidated financial results of the Company for the financial year ended March 31, 2024 as compared to the previous year are as under:

2) Dividend

In view of the loss for the year ended, the Directors do not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2024. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https:// www.gati.com/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf.

3) Review of Operations

Consolidated:

During the year under review, at consolidated level, your Company achieved a revenue of Rs 1,70,950 Lakhs, EBITDA of 6,341 Lakhs, PBT of (106) Lakhs and PAT of Rs 612 Lakhs as against a revenue of Rs 1,74,604 Lakhs, EBITDA of Rs 9,291 Lakhs, PBT of Rs 530 Lakhs and PAT of (1,091) Lakhs respectively in the previous year.

Standalone:

At standalone level, your Company recorded revenue of Rs 23,031 Lakhs, EBITDA of Rs 757 Lakhs, PBT of Rs 3,359 Lakhs and PAT of Rs 3,417 Lakhs as against revenue of Rs 26,406 Lakhs, EBITDA of Rs 385 Lakhs, PBT of (520) Lakhs and PAT of (544) Lakhs in the previous year.

4) Performance and Financial Details of Subsidiaries and Associates

The financial performance of the subsidiaries and associate companies are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Companies Act, 2013 ("the Act") read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries and associate in Form AOC-1 forms part of the Annual Report.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company's website and also open for inspection by any Member at the Company's Corporate Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or any Member of its Subsidiary, who may be interested in obtaining the same.

5) Subsidiaries, Associates & Joint Ventures and Consolidated Financial Statements

In accordance with the Ind-AS 110 on Consolidated Financial Statements read with the Ind-AS 28 on Accounting for Investments in Associates notified under Section 133 read with Section 129(3) of the Act, the Audited Consolidated Financial Statements are provided in the Annual Report. The financial statements of the following Subsidiaries have been consolidated into the financial statements of the Company:

i. Gati Express & Supply Chain Private Limited (formerly known as "Gati-Kintetsu Express Private Limited") ("GESCPL")

ii. Gati Import Export Trading Limited ("GIETL")

iii. Zen Cargo Movers Private Limited ("ZCMPL")

iv. Gati Logistics Parks Private Limited ("GLPPL")

v. Gati Projects Private Limited ("GPPL") The Company has one Associate Company i.e. Gati Ship Limited and the same is not considered in the consolidation of accounts as the Company ceases to have significant control after the sale of stake of 12.09% on May 16, 2014. Further, the Company has no Joint Ventures.

In accordance with Regulation 16(1)(c) of the Listing Regulations, GESCPL has been identified as a material unlisted subsidiary of the Company.

The Policy for Determining Material Subsidiaries as approved by the Board is uploaded on the Company's website at https://www.gati.com/pdf/Investors/ announcements/Policy-on-material-subsidiaries.pdf

6) Shifting of the Registered office of the Company

During the year under review, the Registrar of Companies (ROC), Hyderabad and Registrar of Companies (ROC), Mumbai, Ministry of Corporate Affairs have approved form INC 22 giving effect to the change in the registered office address of the Company at "4th Floor, B Wing, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai 400 098.

7) Reserves

No amount transferred to Reserves, in view of the losses of the Company at the end of the financial year.

8) Fixed deposits (FD)

As on March 31, 2024, fixed deposits of your Company stood at Rs 18.27 Lakhs which remained unclaimed and there were no overdue deposits as on that date. During the year under review, your Company has not accepted any Fresh/ Renewal of deposits. There was no default in repayment of deposits or payment of interest thereon during the year and there are no deposits which are in non-compliance with the requirements of the Act. The current fixed deposits carry a rating of "CARE BBB" issued by CARE Ratings Limited. The Company has also transferred unclaimed public deposits as at March 31, 2024 amounting to Rs 21.40 lakhs during the period under review.

i. Appointment/Resignation/Cessation of Director:

There has been no changes in the Board of Directors and KMP from the last reporting period till the date of this report.

ii. Re-appointment of Director:

During the year under review, the Company has reappointed Mr. Kaiwan Dossabhoy Kalyaniwalla (DIN: 00060776) as Non-Executive Non-Independent Director of the Company, who retired by rotation at the 28th AGM held during the year.

iii. Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Shashi Kiran Shetty (DIN: 00012754), Executive and Non-Independent Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of the Director proposed to be re-appointed forms part of the Annexure to the Notice of the ensuing AGM.

iv. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Shashi Kiran Shetty Managing Director

2. Mr. Anish T Mathew Chief Financial Officer

3. Ms. T. S. Maharani Company Secretary There were no changes to the Key Managerial Personnel of the Company during the reporting period.

v. Appointment of Mr. Ketan Nishikant Kulkarni as Deputy Managing Director of Gati Express & Supply Chain Private Limited ("GESCPL"), Material Subsidiary of the Company

Mr. Ketan Nishikant Kulkarni was appointed as Deputy Managing Director of GESCPL at the meeting of its Board of Directors held on August 02, 2024 for a period of five consecutive years commencing from August 02, 2024 to August 01, 2029 (both days inclusive), subject to approval of shareholders of GESCPL.

10) Particulars of Employees and related disclosures

The remuneration paid to your Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Annual report.

The information required under section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure A to this report. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) and as per the provisions of Section 136(1) of the Act, the annual report is being sent to all the members excluding the statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under the said rules. The said statement is available for inspection at the request of the shareholders to be sent via e-mail at investor.services@allcargologistics.com up to the date of this AGM of the Company.

11) Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the Listing Regulations.

12) Remuneration Policy

Your Directors have, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.

13) Board Evaluation

Pursuant to the provisions of the Act and the Listing

Regulations, annual performance evaluation is to be done for the Board, its Committees, the Chairman and Individual Directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee of the Board of Directors ("NRC") has put in place evaluation framework for conducting the performance evaluation exercise.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for financial year 2023-24. The questionnaires on performance evaluation were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017. An online platform has been provided to each Director for their feedback and evaluation. The evaluation process was anchored by an independent professional agency to ensure independence, confidentiality and neutrality.

A report on the evaluation process and the results of the evaluation were presented by the agency to the Board.

The performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance, independence from Management, etc. Parameters for evaluation of Directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, committees were evaluated on parameters such as adherence to the terms of the mandate, deliberations on key issues, reporting to Board, etc. Evaluation of the Chairman of the Company was on the basis of his leadership, guidance to the Board and overall effectiveness.

Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

14) Board Committees

Detailed Composition of the Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

15) Audit committee

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16) Particulars of Loans, Guarantees and Investments

The particulars of Loans given, Investments made and guarantees provided by the Company under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as at March 31, 2024, forms part of the Financial Statements.

17) Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, as amended, the Board of Directors of your Company have constituted a Corporate Social Responsibility Committee.

During the year under review, there was no requirement of amount to be spent on CSR activities, in absence of the profits in the immediately three preceding The Composition of CSR Committee and CSR Policy are available on the Company's website www.gati.com.

18) Related Party Transactions

In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website at https://www.gati.com/investor-relations/policies/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of the transactions with related parties are provided in Note No. 45 to the consolidated Financial Statements.

19) Meetings of the Board and Committees

Six Meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board, please refer to the report on Corporate Governance, which forms part of this Annual report.

20) Vigil Mechanism

The Whistle-blower Policy has been framed in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations and the same is made available on the website of your company at https:// www.gati.com/investor-relations/policies/.

21) Policy on prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, your Company has complied with the provisions related to the Constitution of Internal Complaints Committee (ICC).

The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

No complaint on sexual harassment was received during the year under review.

Directors

Pursuant to the Listing Regulations, the Company shall familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, business operations and issues faced by the Logistics industry.

The details of the Familiarisation programme process for the Independent Directors forms part of the Corporate Governance Report.

23) Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Act, with respect to the Directors' Responsibility Statement relating to the Company, it is hereby confirmed:

a) That in the preparation of the Accounts for the financial year ended March 31, 2024, the applicable accounting standards and schedule III of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the financial year ended March 31, 2024;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force), for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the accounts have been prepared on 'going concern' basis;

e) The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and the Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

24) Annual Return

Pursuant to sub-section (3) of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 in Form MGT-7 is available on the website of the Company at the link https://www.gati.com/investor-relations/general/

25) Risk Management Policy

The company has a well-defined process in place to ensure appropriate identification and treatment of risks. Risk identification exercise is inter-woven with the annual planning cycle which ensures both regularity and comprehensiveness. The identification of risk is done at strategic, business, operational and process levels.

While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating managers drives the conception and subsequent auctioning of mitigation plans.

All risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board that threatens the existence of the Company. However, some of the risks which may pose challenges are set out in the Management

Discussion and Analysis which forms part of this Annual Report.

26) Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in Section 143 of Act) for the financial year ended March 31, 2024, which forms part to the Statutory Auditors Report.

27) Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF

Authority. Accordingly, the company has transferred the unpaid or unclaimed dividend amounting to Rs 17,35,135/- for the financial year 2015-16 and unclaimed public deposits amounting to Rs 21.40 lakhs/- as at March 31, 2024 during the period under review.

28) Auditors a) Statutory Auditors

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendation of the Board of Directors and Audit Committee of the Company at their meeting held on May 20, 2022, the shareholders vide the Ordinary Resolution approved the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as the Statutory Auditors of the Company at the 27th AGM of the Company for a term of five consecutive years i.e. from the conclusion of 27th AGM till the conclusion of 32nd AGM of the Company pursuant to Section 139 of the Act.

The standalone and consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India.

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

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad as the Secretarial Auditor to conduct an audit of the secretarial records of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in the Annexure B-1 to this report.

Further, the Secretarial Audit Report of the material subsidiary i.e. Gati Express & Supply Chain Private Limited (formerly known as "Gati-Kintetsu Express Private Limited") for the financial year ended March 31, 2024, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure B-2 to this report.

Furthermore, Mr. T. N. Kannan, Practicing Company Secretary carried out Reconciliation of Share Capital Audit every quarter of the Financial Year under review and the report thereon is submitted to the Stock Exchanges.

29) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure C.

30) Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Gati - Employees Stock Appreciation Rights Plan 2021 ("ESAR 2021")

The shareholders of the Company have approved the Gati - Employees Stock Appreciation Rights Plan 2021 ('ESAR 2021'/'Plan') on January 27, 2022 and the Company has also obtained the in-principle approval from the BSE Limited and the National Stock Exchange of India Limited for the granting of Employee Stock Appreciation Rights ("ESARs") under the Plan to the employees of the Company, its Holding Company, Subsidiary Company(ies) and Associate Company(ies).

During the year under review, the Company granted 7,00,000 ESARs to eligible employees of the Subsidiary Company with a view to attract and retain the senior talents and reward them for their performance and to contribute to the growth & profitability of the Company. The status of the available ESARs as on the date of this Report is as detailed hereunder:

Pursuant to the above, Company has allotted a total of 1,27,440 Equity Shares at Rs 2/- each to eligible employees under Gati - Employees Stock Appreciation Rights Plan 2021.

Further, the disclosure in terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://www. gati.com/investor-relations/general/.

Qualified Institutional Placement:

The Board of Directors by way of its resolution dated December 21, 2023, and the shareholders of the Company, pursuant to the special resolution passed through Postal Ballot dated February 05, 2024, have authorized the issuance and allotment of such number of equity shares of the Company of face value of Rs 2/- each, (the "Equity Shares") aggregating to an amount up to Rs 50,000 lakhs, pursuant to various modes of fund raise including a qualified institutions placement.

Pursuant to the above, the Fund Raise Committee of the Board of Directors of the Company authorized the opening of the Issue with the floor price of Rs 106.07/- per Equity Share and adopted the preliminary placement document vide its meeting held on June 24, 2024 and approved the placement document and closure of the Issue at its

Meeting held on June 27, 2024.

Further, the said Committee at its Meeting held on June 28, 2024 approved for the issue and allotment of 1,67,60,800 equity shares of face value Rs 2/- each of the Company to 30 successful Qualified Institutional Buyers (QIBs), at a price of Rs 101/- per Equity Share (including premium of Rs 99/- per Equity Share) and reflecting a discount of Rs 5.07/- (i.e. 4.78%) on the floor price of Rs 106.07/- per Equity Share, against receipt of full payment of application monies aggregating to Rs 169,28,40,800/- (Rupees One Hundred Sixty Nine Crores Twenty Eight Lakhs Forty Thousand Eight Hundred Only).

Pursuant to the above, Company has issued 167,60,800 Equity Shares of Rs 2/- each to eligible QIBs. Further, Issued, Subscribed and Paid-up Share Capital of the Company as on the date of this Report is Rs 29,40,31,928/- divided into 14,70,15,964 equity shares of Rs 2/- each.

31) Company's Policies

The details of the policies approved and adopted by the

Board are provided in Annexure - D to this report.

32) Corporate Governance

Your Company is committed to maintain the high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Report on corporate governance as stipulated under Regulation 34 of the

Listing Regulations, forms part of this Annual Report and is annexed as Annexure - E. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Regulations forms part of this report.

33) Management Discussion and Analysis Report (MD&AR)

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section and forms part of this Annual Report.

34) Business Responsibility and Sustainability Report (BRSR)

Business Responsibility and Sustainability Report for the financial year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations and SEBI Circular SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, is presented in a separate section and forms part of this Annual Report.

35) Proposed Amalgamation of our Company with Allcargo Logistics Limited

The Board of Directors of your Company, on the recommendation of the Audit Committee and the Committee of Independent Directors, at their meetings held on December 21, 2023 approved the composite scheme of arrangement / amalgamation for restructuring of businesses (the "Scheme") under sections 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013, read with

(a) the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as amended from time to time;

(b) applicable regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

(c) relevant provisions of the Memorandum of Association and the Articles of Association of your Company. The Scheme provides for the following:

i. Allcargo Logistics Limited ("Allcargo Logistics Limited" or "Demerged Company" or "Transferee Company 2") will be demerging its Business Division viz. International Supply Chain to Allcargo ECU Limited ("Resulting Company" or "AEL") and the consequent issue of equity shares by Resulting Company to the shareholders of the Demerged Company and subsequent listing of such equity shares;

ii. Further, the Contract Logistics Business and Express Logistics Business will be transferred by way of an amalgamation between Allcargo Supply Chain Private Limited (formerly known as Avvashya Supply Chain Private Limited) ("Transferor Company 1" or "ASCPL") and Gati Express & Supply Chain Private Limited (formerly known as Gati - Kintetsu Express Private Limited) ("Transferor Company 2" or "GESCPL") into our Company ("Transferee Company 1" or "Transferor Company 3" or "AGL") and consequently the equity shares of Transferor Company 2 held by our Company, and of Transferor Company 1 and Transferor Company 2 held by the Demerged Company (hereinafter known as ("Amalgamation 1") shall stand cancelled; and iii. Post Amalgamation 1, our Company will be amalgamated into Transferee Company 2 and the Equity Shares held by Transferee Company

2 shall stand cancelled (hereinafter known as ("Amalgamation 2").

The Company has applied for and are currently awaiting regulatory approvals from the Stock Exchanges (BSE and NSE), pursuant to which other government and regulatory filings shall be made, as required.

37) General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3. During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

4. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

5. There were no material changes commitments affecting the financial position of your Company between the end of financial year (March 31, 2024) and the date of the report (August 02, 2024).

6. Company is not required to maintain cost records under Section 148(1) of the Act.

7. The policy for determining material subsidiaries of the Company has been provided on the Company's website at www.gati.com

38) Acknowledgment

Your Directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Members, Customers, Dealers, Vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year under review and the financial contribution and significant support from the largest shareholder Allcargo Logistics Limited. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.