Allcargo Gati Ltd Directors Report

Dear Members,

Your Directors present the report of the Business and Operations of your Company (‘the Company or ‘AGL), along with the audited financialstatements,forthe year ended March 31, 2025. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

Financial Highlights

The summarized standalone and consolidated financial results of the Company for the financial year ended March 31, 2025 as compared to the previous year are as under:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Total Income	2,130	1,111	154,051	1,49,030
Profit/(Loss) before Depreciation & Amortization	1,318	494	7,376	3,084
Expenses, Exceptional items & Tax Expenses
Less : Depreciation and Amortization Expenses	30	41	7,337	6,882
Profit/(Loss) before tax & Exceptional items	1,288	453	39	(3,798)
Exceptional items Income / (Expense)	357	2,663	349	3449
Profit/(Loss) before tax	1,645	3,116	388	(349)
Less: Tax expenses	122	(58)	(649)	(718)
Profit/(Loss) after tax from continuing operations	1,523	3,174	1,037	369
Profit/(Loss) before tax from discontinuing operations158		243	158	243
Tax expense of discontinued operations	-	-	-	-
Profit/(Loss) after tax from discontinuing operations	158	243	158	243
Profit/(Loss) for the period - continuing & discontinuing operations	1,681	3,417	1,195	612

Dividend

In view of retaining the profit for business growth, the Directors do not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2025. The

Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https://www. allcargogati.com/investor/corporate-policies.

Review of Operations

Consolidated:

During the year under review, at consolidated level, your

Company achieved a revenue of 1,54,051 Lakhs, EBTDA of 7,376 Lakhs, PBT of 388 Lakhs and PAT of 1,037 Lakhs as against a revenue of 1,49,030 Lakhs, EBTDA of 3,084 Lakhs, PBT of (349) Lakhs and PAT of 369 Lakhs respectively in the previous year.

Standalone:

At standalone level, your Company recorded revenue of 2,130 Lakhs, EBTDA of 1,318 Lakhs, PBT of 1,645 Lakhs and PAT of 1,523 Lakhs as against revenue of 1,111 Lakhs, EBTDA of 494 Lakhs, PBT of 3,116 Lakhs and PAT of 3,174 Lakhs in previous year.

Performance and Financial Details of Subsidiaries and Associates

Pursuant to The financial performance of the subsidiaries and associate are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated Financial

Statements of the Company and its subsidiaries containing the salient features of financial statement of subsidiaries and associate in Form AOC-1 which forms part of the Annual Report. In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Companys website and also open for inspection by any Member at the Companys

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.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 Companys website at https:// www.allcargogati.com/investor/corporate-policies

Shifting of the Registered office of the Company

During the year under review, there is no change in the registered office address of the Company and the same is situated at "4^th Floor, B Wing, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai 400 098.

Reserves

No amount transferred to Reserves, in view of the need to conserve cash for future operations.

Fixed deposits (FD)

As on March 31, 2025, fixed deposits of your Company stood at Rs. 15,66,000 out of which Rs. 726,000 remain 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, 2025 amounting to Rs. 8.28 Lakhs, during the period under review.

Directors and Key Managerial Personnel (KMP)

During the year and upto the Reports date, following changes took place i. Re-designation/ Appointment/Resignation/Cessation of Director:

The Board of Directors of the Company, at its meeting held on August 5, 2025, based on the recommendation of the

Nomination and Remuneration Committee, approved the re-designation of Mr. Shashi Kiran Shetty (DIN: 00012754) from Chairman & Managing Director to Chairman & Director of the Company and also appointed Mr. Ketan Nishikant Kulkarni (DIN: 10735941) as an Additional Director (Executive) and designated him as the Managing Director & Chief Executive Officer of the Company, for a period of two years commencing from August 5, 2025 to August 4,

2027 (both days inclusive), subject to the approval of the

Shareholders at the ensuing Annual General Meeting (the

AGM).

Mr. Pirojshaw Aspi Sarkari (DIN: 00820860) resigned as a Non-Executive, Non-Independent Director of the Company with effect from November 30, 2024, on account of attaining the retirement age in line with the Companys policy and accordingly ceased to be the Director of the

Company with effect from the said date.

The Board placed on record its sincere appreciation of the invaluable guidance, leadership and contribution made by

Mr. Pirojshaw Aspi Sarkari during his tenure as Director of the Company, which played a significant role in the growth and success of the Company. ii. Re-appointment of Director:

Mr. Dinesh Kumar Lal (DIN: 00037142) was appointed as Independent Director of the Company from July 3, 2020 July 2, 2025 Considering the performance evaluation, contribution to the Company during his first term of office, his knowledge, qualification and experience along with skills and expertise he brings on the Board and based on recommendations of the Nomination and Remuneration

Committee, the Board approved the re-appointment of

Mr. Dinesh Kumar Lal for a second term of consecutive five years commencing from July 3, 2025 , to July 2, 2030 (both days inclusive) , subject to the approval of the Shareholders at the ensuing AGM.

Mr. Ravi Jakhar (DIN: 02188690), Non- Executive Director, retires by rotation in compliance with Section 152 of the

Act, at the ensuing the AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that Mr. Ravi Jakhar fulfils all the conditions as mentioned in the Act.

The resolutions seeking Shareholders approval for the appointment and re-appointment forms part of the

Notice. The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM. iii. Key Managerial Personnel:

During the year under review and upto the Reports date, the following changes took place in the composition of the Key Managerial Personnel (KMP) of the Company in terms of Sections 2(51) and 203 of the Act read with the applicable Rules thereunder: Mr. Anish T. Mathew, Chief Financial Officer and designated KMP, resigned with effect from October 30, 2024. Ms. T. S. Maharani, Company Secretary & Compliance Officer and designated KMP, resigned with effect from October 3, 2024.

Mr. Piyush Khandelwal was appointed as Company Secretary and designated KMP with effect from November 7, 2024 and resigned with effect from May 26, 2025. Mr. Deepak Jagdish Pareek was appointed as Chief Financial Officer and designated KMP with effect from November 7, 2024.

Mr. Shekhar Ramjeet Singh was appointed as Company Secretary, designated as KMP, with effect from August 5, 2025.

The Board placed on record its sincere appreciation of the valuable contributions made by Mr. Anish T. Mathew, Ms. T. S. Maharani and Mr. Piyush Khandelwal during their tenure with the Company.

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following officials are the Key

Managerial Personnel of the Company as on the date of this Report: a. Mr. Shashi Kiran Shetty Managing Director (up to

August 5, 2025) b. Mr. Ketan Nishikant Kulkarni Managing Director & Chief Executive Officer (with effect from August 5,

2025) c. Mr. Deepak Jagdish Pareek Chief Financial Officer (with effect from November 7, 2024) d. Mr. Shekhar Ramjeet Singh Company Secretary

(with effect from August 5, 2025)

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 which forms part of this Report.

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.

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.

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 2024-25. 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.

Independent Directors Meeting

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non- Independent Directors and Members of management.

During the year under review, Independent Directors met separately on March 25, 2025, inter- alia, for:

Evaluation performance of Non-Independent Directors and the

Board of Directors of the Company as a whole.

Evaluation performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors. Evaluation of the quality, content and time line of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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, 2025, forms part of the Financial Statements.

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 financial years. The Composition of CSR Committee and CSR Policy are available on the Companys website https://www.allcargogati.com/investor/ corporate-policies.

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 Companys website at https://www.allcargogati.com/investor/corporate-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 arms 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. 42 to the Financial Statements.

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.allcargogati.com/ investor/corporate-policies.

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.

Familiarisation Programme for Independent 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 are provided in the Corporate

Governance Report, which forms part of this Report.

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, 2025, 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, 2025 and of the profit and loss of the Company for the financial year ended March 31, 2025; 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.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Companys website at www. allcargogati.com

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 A Report.

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 Companys 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, 2025, which forms part to the Statutory Auditors Report.

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. 15,60,080/- for the financial year 2016-17 during the period under review. Further, the Company has also transferred unclaimed public deposits amounting to Rs. 8.28 Lakhs/- during the current financial year.

Auditors a) Statutory Auditors

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), were appointed as the Statutory Auditors of the Company at the 27^th Annual General Meeting of the Company held on August 9, 2022, for a first term of five consecutive years, i.e., from the conclusion of the 27^th AGM until the conclusion of the 32^nd AGM of the Company to be held for the financial year 2026 27.

The Statutory Auditors have issued their Independent

Auditors Report on the financial statements of the Company for the year ended March 31, 2025. The Report contains an unmodified opinion and does not include any qualification, reservation, adverse remark, or disclaimer.

No frauds have been reported by the Auditors under

Section 143(12) of the Act. 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 had appointed M/s. Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year 2024-25 and furnish their report to the Board. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure B-1 which forms part of this Report. As per regulation 24A(1) of the Listing Regulations, a listed company is required to annex a Secretarial Audit Report of its material unlisted subsidiary to its Annual Report. The Secretarial Audit Report of Gati Express & Supply Chain Private Limited (formerly known as Gati-Kintetsu Express Private Limited), a material subsidiary for the financial year ended March 31, 2025 is annexed as Annexure B-2, which forms part of this Report.

Further, based on the recommendation of the Audit

Committee and subject to the approval of the Members of the Company to be sought at the ensuing AGM, the Board of Directors of your Company at its meeting held on August 5,

2025 has appointed M/s. Puttaparthi Jagannatham & Co., (Puttaparthi Jagannatham & Co.), Company Secretaries, Hyderabad (ICSI Firm Registration No. P2008) as the Secretarial Auditors of your Company for a term of 5 (five) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

Puttaparthi Jagannatham & Co. Company Secretaries, (COP No. 1483) has confirmed to the Board of Directors of the Company that they are eligible to be appointed as the

Secretarial Auditors of the Company.

Qualifications / Reservations in the Auditors Report & Secretarial Audit Report There are no qualifications / reservations placed by the

Statutory Auditors and the Secretarial Auditor in their respective Reports for the financial year ended March 31, 2025.

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 to this Report.

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).

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

The Shareholders of the Company have approved the Allcargo

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 62,724 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:

Sr. No.	Particulars ESARs
1	Total ESARs approved	42,00,000
2	Less: ESARs granted	(49,05,000)
3	Add: ESARs lapsed (as per the Plan)	18,35,000
	Available ESARs	11,30,000

Pursuant to the above, Company has issued 1,21,910 Equity

Shares at Rs. 2/- each to eligible employees under Allcargo 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 www.allcargogati.com

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 2 each, (the "Equity Shares") aggregating to an amount up to 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 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 2/- each of the Company to 30 successful Qualified Institutional Buyers (QIBs), at a price of 101/- Equity Share (including premium of 99/- per Equity Share) and reflecting a discount of 5.07/- (i.e. 4.78%) on the floor price of 106.07/- per Equity Share, against receipt of full payment of application monies aggregating to 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 at 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. 29,41,51,102/- divided into 14,70,75,551 equity shares of Rs. 2/- each.

Sr. No. Particulars	Paid up No. of Shares	Paid up Share Capital (Rs. In lakhs)
1. Share Capital as on April 01, 2024	13,02,52,027	2,605
2. Add: Issue of Shares under ESAR Plan	62,724	1
3. Add: Issue of Shares through QIP	1,67,60,800	336
4. Share Capital as on the date of this Report	14,70,75,551	2,942

Companys Policies

The details of the policies approved and adopted by the Board are annexed as Annexure - D to this Report.

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.

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.

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 which forms part of this Report.

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 per 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, 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 received regulatory approvals from the Stock Exchanges (BSE and NSE), and is awaiting final approval from Honble National Company law Tribunal.

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 Companys 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, 2025) and the date of the report (August 05, 2025).

6. The 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 Companys website at allcargogati.com/investor/corporate-policies

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.