Allcargo Global Ltd Management Discussions

This Information Memorandum may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Information Memorandum Document. For further information, see "Forward-Looking Statements" and "Risk Factors" beginning on page 10 and 19 respectively of this Information Memorandum.

Our Fiscal year ends on March 31 of each year; all references to a particular Fiscal year are to the twelve-month period ended March 31 of that year.

In this section, a reference to the "Company" means Allcargo Global Limited (Formerly known as Allcargo Worldwide Limited and originally incorporated as Allcargo Ecu Limited). Unless the context otherwise requires, references to "we", "us", "our" or "AGL" refers to Allcargo Global Limited.

The restated financial information included in this section for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024, has been extractedfrom our Audited Financial Statements for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024, prepared under Ind AS. For further information, see, "Financial Statements" on page 125 of this Information Memorandum.

• Overview

Allcargo Global Limited was incorporated as a Public Limited Company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated August 20, 2023 bearing Registration Number U52220MH2023PLC408966 issued by the Registrar of Companies, Maharashtra, Mumbai. The Company is authorized, by its Memorandum of Association, to carry on the business International Supply Chain Business and any other related logistics businesses.

Prior to the Composite Scheme of Arrangement approved by Honble NCLT, Mumbai Bench, our Company has not commenced any business operations. Pursuant to the Scheme becoming effective, the International Supply Chain Business Division of Allcargo Logistics Limited has been transferred and vested into our Company from the Appointed Date 1 of the Scheme i.e. October 1, 2023.

Pursuant to the vesting of aforesaid business of Allcargo Logistics Limited in our Company, our Company is now engaging in the business of International Supply Chain business.

Except as set out elsewhere in this Information Memorandum document, to our knowledge, no circumstances have arisen since March 31, 2026, which have materially or adversely affected or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

Our financial condition and results of operations are affected by numerous factors, the following of which are of particular importance:

o Long-term relationships with our key customers o Fluctuations in global freight and transportation costs o Performance and reliability of network partners o Ability to meet intensive working capital requirements o Impact of geopolitical tensions and hostilities

These financial statements (‘financial statements) have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

These financial statements have been prepared by the Companys management solely for inclusion in the Information Memorandum to comply with the requirements of Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated June 20, 2023 issued by the Securities and Exchange Board of India (‘SEBI), and the checklist issued by issued by National Stock Exchange of India Limited and BSE Limited on ‘Documents required for enlistment of securities of a company pursuant to the Scheme, and are prepared in the manner specified under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended).

All the amounts included in the financial statements are reported in thousands of Indian Rupees (‘Rupees or ‘?), except per share data and unless stated otherwise.

For details of Material Accounting Policies, please refer to Chapter on "Restated Financial Information" on page 125 of this Information Memorandum.

There are no significant changes in accounting policies since incorporation till the last audited financial statement of the Company for the financial year ended March 31, 2026,, March 31, 2025, and March 31, 2024

For details of the Statement of Profit and Loss of the Company for the Audit Period, please refer to Chapter on "Restated Financial Information" on page 125 of this Information Memorandum.

Items that will not be reclassified to Profit or Loss (net of tax):

The following table summarises our restated consolidated cash flows

For details of Related Party transactions, please refer note no. 31 of the Audited Financial Statement for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024.

There have been no reservations or qualifications or adverse remarks of our Statutory Auditors for the financial year ended March 31, 2026, March 31, 2025, and March 31, 2024, the below mentioned Emphasis of Matter paragraphs:

1) We draw attention to Note 40 to the accompanying Consolidated Financial Statement, which describes the Search operation by the Income tax Authorities on business premises of Group Companies and at the residence of three of its key management personnel. Our opinion is not modified in respect of this matter..

2) We draw attention to Note 42 of the accompanying Consolidated Financial Statements, which indicate that business combination under common control has been accounted for using the method as prescribed in the Scheme of Arrangement (the ‘Scheme), since the Scheme will prevail over the applicable accounting requirements. Our opinion is not modified in respect of this matter.