Allcargo Logistics Ltd

To,

The Member of

Allcargo Logistics Limited

The Directors present their Thirty-First Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

( in lakhs)

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

The Board of Directors at its Meeting held on May 25, 2024, recommended a final dividend of _ 1 /- per equity share (50%) on the paid-up capital of the Company for the financial year ended March 31, 2024.

The final dividend, subject to the approval of Members at the Annual General Meeting will be paid to the Members whose names appear in the Register of Members, as on the record date, i.e. Wednesday, September 18, 2024.

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 FY2023-24 decreased from _18,05,077 Lakhs to _ 13,18,783 Lakhs, a decrease of 26.94% over the previous year, due to a significant drop in LCL & FCL yields.

The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at _ 54,547 Lakhs, a decrease of 54.32% as compared to _ 1,19,412 Lakhs earned in the previous year.

The Profit for the year attributable to the members and non-controlling interest stood at _ 14,000 Lakhs, a decrease by 78.57% as compared to _ 65,321 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax were negative _ 14,573 Lakhs (for the year ended March 31, 2023 _ 1,58,276 Lakhs). Spend on capex was 14,793 Lakhs. The borrowing of the Company (including its subsidiaries) as at March 31, 2024 stood at 96,687 Lakhs (as at March 31, 2023 _ 70,516 Lakhs). Cash and bank balances including investment in mutual funds stood at 56,019 Lakhs (as at March 31, 2023 _ 1,47,942 Lakhs). The Net Debt to Equity stood at 0.16 times (as at March 31, 2023 (0.28) times).

Standalone:

The revenue from operations for FY2023-24 decreased from _ 2,72,184 Lakhs to _ 1,63,329 Lakhs, a decrease of 39.99 % over the previous year.

EBIDTA stood at _ 26,370 Lakhs, an increase of 2.56% as compared to _ 25,712 Lakhs earned in the previous year. The Profit after taxes was _ 20,298 Lakhs, a decrease by 0.18 % as compared to _ 20,334 Lakhs of the previous year.

Standalone Cash Flow:

The Cash flows from operations were negative _ 15,664 Lakhs (as at March 31, 2023 _ 35,050 Lakhs). Spend on capex was 3,093 Lakhs. The borrowing of the Company as at March 31, 2024 stood at 52,167 Lakhs (as at March 31, 2023 _ 19,597 Lakhs). Cash and bank balances including investment in mutual funds stood at 1,078 Lakhs (as at March 31, 2023 _ 19,928 Lakhs). The Net Debt to Equity stood at 0.42 times (as at March 31, 2023 0.19 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 ISC 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.

Three decades of global expertise and experience has evolved us into 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 and expertise as the world leaders in LCL, 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 from their end-to-end needs. 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 lines 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

"CL Business of Avvashya CCI Logistics Private Limited ("ACCI") got transferred to Allcargo Supply Chain Private Limited ("ASCPL") (formerly known as Avvashya Supply Chain Private Limited) pursuant to the sanction of the Scheme of Arrangement (Demerger) between ACCI and ASCPL by Hon'ble National Company Law Tribunal, Mumbai vide order dated January 27, 2023.

CL continues to be the fastest growing sub-sectors of logistics in India and with Honourable Prime Minister's announcement of Gatishakti policy, there is more focus on the logistics sector in India. FY2024 has been a year where the organization has expanded and strengthened its presence in the segment. Currently, Allcargo's CL division manages more than 50 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 turnaround time are our Unique Selling Point (USP). Last year we had added new age Ecom customer and expanded business with them which demonstrates our customer centric approach & customers looking at us as their preferred partner. This year we have expanded our after-market offerings with addition of customers and added new service offerings in the area of in-plant logistics for major Plastic Pipes manufacturer providing them production support and yard management. Our key account management approach expanded our revenue base with major E-com players.

This year under the leadership of Mr Pirojshaw Sarkari, Managing Director-Gati & ASCPL we have started a big exercise to cross sell to Gati's customer base. We have also 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:

Allcargo Logistics is the promoter and the single largest shareholder of Allcargo Gati Limited (Formerly Known as Gati Limited) with 50.16% ownership. As an Allcargo group, Gati 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 operates complex hub & spoke network through 31 transhipment hubs including 10 Air transhipment hubs, distribution centres and warehouses spanning over ~3.85 mn sq.ft. across multiple locations in India. Its 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 ("Transferee Company 1" or "Transferor Company 3" or "Gati") and 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 e_icient 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 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 filed the Composite Scheme with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on January 12, 2024, the Company is waiting for Observation letters from the Stock Exchanges.

Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company") and Allcargo Terminals Limited, ("Resulting Company 1" or "ATL") (Formerly known as Allcargo Terminals Private Limited) and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited), ("Resulting Company 2" or "TREL") ("Scheme")

The Hon'ble National Company Law Tribunal, Mumbai Bench, approved the Scheme between Demerged Company, Resulting Company 1 and Resulting Company 2 on January 5, 2023. Pursuant to the Scheme, the equity shares issued by both the resulting companies to the shareholders of the Demerged Company are listed on BSE Limited & National Stock Exchange of India Limited on August 10, 2023.

Transfer of Contract Logistics Business from CCI Worldwide Logistics Private Limited (Formerly Known as "Avvashya CCI Logistics Private Limited") to Allcargo Supply Chain Private Limited ("ASCPL")

Pursuant to the execution of the Share Purchase Agreement amongst Allcargo Logistics Limited, CCI Worldwide Logistics Private Limited (Formerly Known as "Avvashya CCI Logistics Private Limited") and Allcargo Supply Chain Private Limited dated May 17, 2023, the Company acquired an additional 38.87% stake in ASCPL from JKS Finance Limited and its a_iliates. As a result of which, ASCPL became a wholly owned subsidiary of the Company.

Acquisition of 30% stake of Gati Express & Supply Chain Private Limited (Formerly known as "Gati-Kintetsu Express Private Limited") ("GESCPL")

The Company has completed the acquisition of aggregate 1,50,000 Equity Shares (i.e., 30% stake) at a total consideration of _ 40670.50 lakhs of GESCPL comprising of 1,30,000 Equity Shares (i.e. 26% stake) in GKEPL from KWE-Kintetsu World Express (S) Pte Ltd and 20,000 Equity shares (i.e. 4% stake) in GKEPL from KWE Kintetsu Express (India) Private Limited on June 9, 2023.

Acquisition (Incorporation) of Allcargo Ecu Limited, a wholly owned subsidiary of the Company

During the year under review, the Company incorporated Allcargo Ecu Limited, wholly owned subsidiary on August 20, 2023. Allcargo Ecu Limited is engaged in Integrated Logistics service provider and allied activities.

The incorporation of Allcargo Ecu Limited represents a strategic milestone in the evolution of the Company. The said incorporation has enabled the group to pursue new opportunities and advance growth pursuant to the Composite Scheme of Arrangement.

Blackstone Deal

Pursuant to the Scheme of Arrangement and Demerger between Allcargo Logistics Limited, Allcargo Terminals Limited and TransIndia Real Estate Limited (Formerly known as TransIndia Realty and Logistics Parks Limited) ("Scheme of Arrangement and Demerger") effective from April 01, 2023, some of the subsidiaries got transferred to TransIndia Real Estate Limited ("TREL").

TREL had agreed to sell its balance shareholding and interest in the Blackstone Transaction Companies to Blackstone. There were several conditions and obligations which were to be performed by the Company under the Definitive Agreements and subsequently post the Scheme of Arrangement and Demerger by TREL, for continuation and completion of said transaction, the Company and TREL executed Agreements/ Deed of Adherence/Power of Attorney/Deed of Indemnity and other allied documentation on February 28, 2024, for Blackstone Transaction.

The following transactions were carried out:

1. TREL sold 100% stake held in Allcargo Multimodal Private Limited to Blackstone.

2. TREL sold the remaining 10% stake to Blackstone in: a. Malur Logistics and Industrial Parks Private Limited b. Allcargo Logistics & Industrial Park Private Limited c. Venkatapura Logistics and Industrial Parks Private Limited d. Kalina Warehousing Private Limited

3. TREL sold remaining 10% stake in Panvel Warehousing Private Limited to Horizon Industrial Parks Private Limited.

Since, as a part of the overall Transaction, the Company would required to jointly and/or several indemnify Blackstone against any losses suffered by them on account of a breach or default by TREL in compliance of its obligations under and in terms of the Definitive Agreements for the Balance Shareholding, the Company has proposed to obtain from, and TREL has agreed to provide to the Company, an indemnity , wherein TREL being the principal obligor for compliance of obligations under the Definitive Agreements for the Balance Shareholding to Blackstone, will indemnify the Company / its Directors and Key Managerial Personnel for any losses suffered by Blackstone on account of failure of TREL to indemnify Blackstone under the Definitive Agreements for the Balance Shareholding.

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 is no material changes and commitments which affect the financial position of the Company, subsequent to close of FY2023-24 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:

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.

Reclassification and Increase of Authorized Share Capital of the Company

The Strategic decision for Reclassification and Increase of Authorized Share Capital of the Company was envisaged to improve the liquidity of the Company's Equity shares with a view to encourage wider participation of investors and to make these equity shares more accessible for the investors at the Stock Market.

During the year under review, the Authorized share capital of the Company comprising of 500 (Five Hundred) 4% Cumulative Redeemable Preference Shares of _100/- (Rupees Hundred only) each and 5,45,000 (Five Lakhs Forty-Five Thousand) Redeemable Preference Shares of _100/- (Rupees Hundred only), was reclassified into the equity shares of _2 each, pursuant to the shareholders' approval dated December 21, 2023.

Post Re-classification, the Authorized Share Capital of the Company was increased from _64,40,00,000/- (Rupees Sixty Four Crores Forty Lakhs only) divided into 29,47,25,000 (Twenty Nine Crores Forty Seven Lakhs Twenty Five Thousand) Equity Shares of _2/- (Rupees Two only) to _200,00,00,000 (Rupees Two Hundred Crores only) comprising of 100,00,00,000 (One Hundred Crores) equity shares of _2/- each, pursuant to the shareholders' approval dated December 21, 2023.

Bonus Allotment to the Shareholders of the Company

During the year under review, the Board of Directors, with the approval of the shareholders dated December 21, 2023, had declared the Bonus Shares in the ratio of 3:1 (i.e. to issue 3 equity shares for every 1 equity share held) to the shareholders appearing in the Register of Members as on the Record Date i.e Tuesday, January 02, 2024.

Allotment of Bonus shares was approved by the Board of Directors of the Company through Circular resolution on Thursday, January 04, 2024, and the shares were credited to the shareholders of the Company on Monday, January 08, 2024. Further, the Bonus shares of the Company were listed and admitted for trading on BSE Limited and National Stock Exchange of India Limited from Tuesday, January 09, 2024. During the year under review, there is a change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company on account of issuance of bonus shares.

As at March 31, 2024, 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, 2024, 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.

Number of meetings of the Board of Directors

During the year under review, 6 (six) Board meetings were convened and held, the details of which are provided in the ‘Corporate Governance Report'.

Committee Position

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

Recommendation of Audit Committee

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

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:

1. Mr Sivaraman Narayanaswami (DIN:00001747) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. May 04, 2023, and his appointment was approved by the shareholders vide special resolution passed through Postal Ballot dated July 16, 2023.

2. Mrs Radha Ahluwalia (DIN:00936412) was appointed as an Independent Director of the Company for a tenure of 2 years by the members of the Company vide special resolution passed through Postal ballot dated April 21, 2022. Further, she has been re-appointed as an Independent Director of the Company, for a second term of 3 (Three) consecutive years commencing from February 11, 2024, to February 10, 2027, by the members vide Special Resolution passed through postal ballot dated March 24, 2024.

3. Mr Hetal Gandhi (DIN: 00106895) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. February 08, 2024, for a first term of 3 (Three) consecutive years commencing from February 8, 2024, to February 7, 2027 and his appointment was approved by the shareholders vide special resolution passed through Postal Ballot dated March 24, 2024.

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.

Resignation of the Directors

Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299), Vice Chairman & Non-Executive Non-Independent Director of the Company has resigned from the Board with effect from closing business hours of June 30, 2023, due to personal reasons and pre-occupation in other engagements.

Mr Martin M?ller (DIN: 09117683), Non-Executive Independent Director of the Company has resigned from the Board with effect from closing business hours of October 13, 2023, due to personal reasons and pre-occupation in other engagements.

Cessation of the Directors

Mr Mohinder Pal Bansal (DIN: 01626343), Non-Executive Independent Director of the Company ceased as an Independent Director from the Board of the Company with effect from closing business hours of September 21, 2023, due to completion of his tenure.

Mr Mahendra Kumar Chouhan (DIN: 00187253), Non-Executive Independent Director of the Company ceased as an Independent Director from the Board of the Company with effect from closing business hours of February 10, 2024, due to completion of his tenure.

Appointment of Director, liable to retire by rotation.

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mrs Arathi Shetty (DIN:00088374) Non-Executive Director of the Company, retires by rotation at ensuing AGM and being eligible, offers herself for reappointment.

Attention of the members is invited to the relevant items in the Notice of the 31^st 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 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. GNRC 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 individual Directors and Chairman 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 KMPs of the Company as at March 31, 2024:

– Mr Shashi Kiran Shetty, Founder & Chairman;

– Mr Adarsh Hegde, Managing Director;

– Mr Deepal Shah, Group Chief Financial Officer;

– Mr Ravi Jakhar, Chief Strategy Officer & Chief of Staff;

– Mr Devanand Mojidra, Company Secretary & Compliance Officer During the year under review, Capt. Sandeep R Anand, ceased to be the Chief Executive Officer (Designated as Chief Marketing Officer) pursuant to superannuation from the Company with effect from closing of business hours of February 29, 2024.

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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower 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 Whistle Blower 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 Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against the victimization of Whistle Blower, who avail of such mechanism and provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company's website https://www.allcargologistics.com/investors/investorservices/corporatepolicies.

During the year under review, the Company has not received any complaints through Vigil Mechanism. It is a firmed 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 Risk & Compliance Head 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 Committee monitors the risk management activities of each business vertical and key support function. The Risk Management Committee also ensures that fraud risk assessment is an integral part of the overall risk assessment process.

INTERNAL FINANC IAL 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 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 financial 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.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility - sustainability 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 FINANC IAL 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:

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 FY2023-24 are given in the notes to the Financial Statements as per Ind AS 24, 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.

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 27^th AGM held on September 09, 2020 to hold office upto the conclusion of 32^nd 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, 2024.

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.

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 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 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 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.

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 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 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 excluding Saturday's, Sunday's and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to investor.relations@allcargologistics.com. None of the employees who are posted and working in a country outside India, not being Directors or their relatives, draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

SAFETY, HEALTH AND ENVIRONMENT

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

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

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

The following safety related measures are taken at various locations:

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

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

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

Regular training/skills to employees and contractual workers to inculcate importance of safety amongst them. Further, training on Hazardous Material (HAZMAT) handling and Terrorist Threat Awareness Training are provided to all employees.

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

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

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

Fortnightly visit by Doctors to office for medical counselling of employees. Further, Medical Health checkup 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 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. During the year under review, no complaints of sexual harassment were received and 4 (Four) Awareness Program about Sexual Harassment Policy were conducted and held at workplace.

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://content.dionglobal.in/Allcargonew/Investor-Services-Annual-Reports.aspx#

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

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) 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 policies, 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 su_icient 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