Allcargo Terminals Ltd

To,

The Members of Allcargo Terminals Limited

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

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

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

DIVIDEND

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

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

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

TRANSFER TO RESERVE

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

Consolidated:

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

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

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

Consolidated Cash Flow:

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

Standalone:

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

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

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

Standalone Cash Flow:

The Cash flows from operations was positive '8,907.67 Lakhs (as at March 31,2023 '10,864.58 Lakhs). Spend on capex was '2,471.31 Lakhs. The borrowing of the Company as at March 31, 2024 stood at '3,699.85 Lakhs (as at March 31,2023'3,194.54 Lakhs). Cash and bank balances including investment in mutual funds stood at '1,418.28 Lakhs (as at March 31,2023 '962.57 Lakhs. The Net Debt to Equity stood at 0.18 times (as at March 31, 2023 0.18 times).

BUSINESS OVERVIEW

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

Our seven CFS-ICD facilities strategically located close to the ports cover Mumbai, Mundra, Kolkata, Chennai, and Dadri, which drive around 80 percent of India's container traffic. Of the facilities, four are fully owned and three are through subsidiaries and Joint Ventures. The P&L responsibilities for each of our location's rests with the respective location leaders and their dedicated teams, backed by a strong core of Center of Excellence (CoE) team in the Allcargo Group in Mumbai. ATL operates on an asset light business model and has shown faster than industry growth in all locations through a combination of Organic and Inorganic growth, Operational Excellence for customer delight & Strategic partnerships.

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

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

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

Listing of Shares

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

Shifting of the Registered Office of the Company

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

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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

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

CREDIT RATING

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

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

PUBLIC DEPOSITS

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

SHARE CAPITAL

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

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

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

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

CORPORATE GOVERNANCE REPORT

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

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

Number of Meetings of the Board of Directors

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

Committee Position

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

Recommendation of Audit Committee

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

Appointment of Managing Director

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

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

Appointment of Independent Directors

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

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

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

Appointment of Non-Executive Non-Independent Directors

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

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

Resignation of Directors

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

Re-appointment of Director

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

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

Declaration by Independent Directors

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

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

BOARD EVALUATION

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

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

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

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

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

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

Changes in KMP during the period under review

Mrs. Poornima Sreedhar was appointed as the Chief Financial Officer ("CFO") with effect from April 01,2023 and ceased to be the CFO w.e.f. July 05, 2023 from closure of business hours.

REMUNERATION POLICY

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

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

ENTERPRISE RISK MANAGEMENT

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory, and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY2023-24 for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2024, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

CONSOLIDATED FINANCIAL STATEMENT

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

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

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

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

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

Statutory Auditors and their Report

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

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

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

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

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

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

Secretarial Auditor

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

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

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

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

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

Compliance of Secretarial Standards

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

PARTICULARS OF EMPLOYEES

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

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

Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours i.e. 11:00 a.m. to 2:00 p.m. on working days up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to investor.relations@allcargoterminals.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 Company except as disclosed in the report.

SAFETY, HEALTH AND ENVIRONMENT

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

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

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

The following safety related measures are taken at various locations:

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

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

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

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

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

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

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

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

• CCTV and Safety alarms are installed at major locations.

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

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

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

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

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

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

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

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

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

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

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

ANNUAL RETURN

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

MAINTENANCE OF COST RECORDS

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

INSOLVENCY AND BANKRUPTCY

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

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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