Allcargo Terminals Ltd Directors Report

To,

The Members of

Allcargo Terminals Limited

The Board of Directors take the great pleasure in presenting the Sixth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company for the period ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

Considering the future business plans of the Company along with requirement of the funds for execution of plans and expansion capacity, your Directors think it is prudent not to recommend any dividend to the shareholders for the financial year ended March 31, 2025.

The dividend payout is in line with the Companys Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The above-mentioned policy has been hosted on the Companys website Dividend-Distribution-Policy.

TRANSFER TO RESERVE

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

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2024-25 was 75,781.39 Lakhs as compared to 73,298.14 Lakhs, an increase of 3.39 % over the previous year.

The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at 12,847.81 Lakhs, an increase 9.50 % as compared to 11,733.61 Lakhs earned in the previous year.

The Profit for the year attributable to the members and non-controlling interest stood at 3,023.38 Lakhs, a decrease by 32.36% as compared to 4,469.77 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax was positive 10,839.08 Lakhs (as at March 31, 2024 9,921.48 Lakhs). Spend on capex was 708.66 Lakhs. The borrowing of the Company as at March 31, 2025 stood at 11,311.24 Lakhs (as at March 31, 2024 3,699.85 Lakhs). Cash and bank balances including investment in mutual funds stood at 8,981.29 Lakhs (as at March 31, 2024 6,149.03 Lakhs). The Net Debt to Equity stood at 0.41 times (as at March 31, 2024 0.15 times).

Standalone:

The revenue from operations for FY2024-25 was 51,371.47 Lakhs as compared to 50,283.70 Lakhs, an increase of 2.16 % over the previous year.

The EBITDA stood at 10,817.50 Lakhs, as compared to 10,626.86 Lakhs, an increase of 1.79 % earned in the previous year.

The profit after taxes was 5,294.75 Lakhs as compared to 3,785.82 Lakhs, an increase of 40% of the previous year.

Standalone Cash Flow:

The Cash flows from operations post tax was positive 8,985.81 Lakhs (as at March 31, 2024 8,907.67 Lakhs). Spend on capex was 665.68 Lakhs. The borrowing of the Company as at March 31, 2025 stood at 11,311.24 Lakhs (as at March 31, 2024 3,699.85 Lakhs). Cash and bank balances including investment in mutual funds stood at 4,684.09 Lakhs (as at March 31, 2024 1,418.28 Lakhs). The Net Debt to Equity stood at 0.44 times (as at March 31, 2024 0.18 times).

BUSINESS OVERVIEW

FY25 marks the second year of

Allcargo Terminals Limited (ATL) as an independent listed entity. Volumes and revenue have grown and the steady upward trajectory in EBITDA/TEU reflects coming together of commercial initiatives with the trademark

s reliability and operations excellence. The fundamentals of ATLs business are robust - strong customer connect, reliable stakeholder management backed with lean, agile, and digital systems enabling ATL to maintain its leading position amongst CFS providers in the country.

During the year, ATL augmented its operational capacity by 27% in key markets of Nhava Sheva and Mundra and renewed its long-standing partnership with Central Warehousing Corporation (CWC) at Mundra for another five years. A key strategic move was ATLs investment in Haryana Orbital Rail CorporationAllcargo Terminals Limited (HORCL), setting the stage for the Company to expand its presence in Northern India, particularly in the high-growth NCR region. ATL continues to focus on operational excellence, digital transformation and ESG leadership. Sustainable practices such as the deployment of electric forklifts and use of solar energy are integrated into its operations, reiterating a strong commitment to responsible growth.

With the capacity expansion and strategic investments, ATLs asset right approach positions its well to contribute to the needs of our growing economy, realise its growth aspirations and deliver long term value for its stakeholders.

STATE OF COMPANYS AFFAIRS

Acquisition of 9,12,00,000 Equity Shares (7.60%) of Haryana Orbital Rail CorporationAllcargo Terminals Limited by the Company

The Company has acquired 9,12,00,000 Equity Shares of Haryana Orbital Rail CorporationAllcargo Terminals Limited ("HORCL") held by

LogisticsAllcargo Terminals Limited, Promoter Group of the Company. The aforesaid transaction, being a Material Related Party transaction was further approved by the shareholders of the Company in the Extra Ordinary General meeting (EGM) held on October 28, 2024 and the acquisition of 9,12,00,000 equity shares aggregating to 7.60% was completed on November 08, 2024. As on date, Haryana Orbital Rail CorporationAllcargo Terminals Limited is an associate of the Company.

The key rationale for investment in HORCL was based on achieving long term strategic growth, to develop and operate the rail connected ICD facility at Farrukhnagar. This facility would compete with other facilities in the region and hence needs to have strategic advantages in terms of location and connectivity. For strategic connectivity to Dedicated Freight Corridor (DFC), the Company acquired strategic equity stake in HORCL. This strategic equity will offer a strong competitive advantage to the Company.

Employees Stock Appreciation Rights 2024

The Company had approved issuance of Employees Stock Appreciation Rights ("ESAR") to the employees of the Company and Group Companies vide Board Resolution dated February 01, 2024, which was subsequently approved by the shareholders at the Annual General Meeting held on September 23, 2024, as per Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The aggregate number of shares upon exercise of ESARs would not exceed 86,00,000 (Eighty-Six Lakhs only) Shares of face value of 2/- (Rupees Two only), each fully paid up, of the Company. The Company has also obtained the in-principle approval from the BSEAllcargo Terminals Limited and the National Stock Exchange of IndiaAllcargo Terminals Limited for the granting of ESAR under the Plan to the employees of the Company and Group Companies collectively.

During the year under review, the Company granted 24,87,500 ESARs to eligible employees of the Company and Group Companies collectively, on January 04, 2025 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:

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 ESAR-Information-under-Reg-14-SBEB.pdf.

Further, the Company has obtained ESAR Certificate from the Secretarial Auditors as per Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The same is available on the website of the Company at ESAR-Certificate 2025-26.pdf

Shifting of the Registered Office of the Company

The Board of Directors in its meeting held on January 06, 2025, had approved shifting of the Registered Office of the Company from "2^nd Floor, A Wing,

House, CST Road, Kalina, Santacruz (East), Mumbai 400 098" to "4^th Floor, A Wing,

House, CST Road, Kalina, Santacruz (East), Mumbai 400 098".

Acquisition of balance 15% stake of Speedy MultimodesAllcargo Terminals Limited (Material Subsidiary) of the Company through Share Swap Arrangement on Preferential Basis to Mr Ashish Chandna, Chief Executive Officer and Key Managerial Personnel of the Company

The Company had acquired 2,31,20,000 equity shares (85%) of Speedy MultimodesAllcargo Terminals Limited ("SML") in the year 2021 from Avvashya Capital PrivateAllcargo Terminals Limited, thereby making it a material subsidiary of the Company. Further, the Board of Directors of Company at its meeting held on January 17, 2025 had approved Preferential issue of equity shares of the company for consideration other than cash, i.e. in lieu of acquiring 15% shares of SML, held by Mr Ashish Chandna, Chief Executive Officer of the Company & SML. This acquisition of 40,80,000 equity shares of SML valued at INR 66.3 per equity share was carried out in lieu of issue of 63,64,800 equity shares of

Allcargo Terminals Limited aggregating to 2.53% of total paid up capital of the Company on Preferential basis to Mr Ashish Chandna at an issue price of INR 42.4 per equity share which was approved by the members of the Company by way of special resolution passed through Postal Ballot on February 16, 2025.

Additionally, the Company had received In Principle approval from BSEAllcargo Terminals Limited ("BSE") and National Stock Exchange of IndiaAllcargo Terminals Limited ("NSE") ("Stock Exchanges") vide approval letters dated March 27, 2025. The Company had allotted these shares to Mr Chandna on April 01, 2025. The acquisition was completed on April 16, 2025, resulting in the Company holding a 100% stake in SML, thereby making SML a wholly owned subsidiary of the Company.

The Company has received all necessary regulatory approvals as per applicable laws. The Company received Trading Approval for preferential issue of 63,64,800 equity shares on May 12, 2025.

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In order to finance the acquisition of shares of Haryana Orbital Rail CorporationAllcargo Terminals Limited (HORCL) from

LogisticsAllcargo Terminals Limited (ACL), a Promoter Group Company, the Company had approved the borrowing of a Rupee Term Loan of 140 Crores from Aseem Infrastructure FinanceAllcargo Terminals Limited (AIFL). The loan will be utilized exclusively for the purpose of acquiring the said shares from ACL, thereby facilitating the consolidation of the Companys strategic interests in HORCL. This development constitutes a material change and commitment that is expected to have an impact on the financial position of the Company.

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

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

CREDIT RATING

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Section 73 and 76 of the Companies Act, 2013 ("the Act") and Rules framed thereunder.

SHARE CAPITAL

As on March 31, 2025, the authorized Share Capital of the Company is 55,00,00,000/- (Rupees Fifty-Five Crores) consisting of 27,50,00,000 (Twenty-Seven Crores and Fifty Lakhs) equity shares of 2/- (Rupees Two) each.

Issued, subscribed and paid-up capital of the Company as at March 31, 2025 is 49,13,91,048 (Rupees Forty Nine Crores Thirteen Lakhs Ninety One thousand and Forty Eight) consisting of 24,56,95,524 (Twenty Four Crores Fifty Six Lakhs Ninety Five Thousand Five Hundred and Twenty Four) equity shares of 2/- (Rupees Two) each.

On April 01, 2025, the Company issued and allotted 63,64,800 (Sixty Three Lakhs Sixty Four Thousand and Eight Hundred) Equity shares of Face value of 2/- (Rupees Two) each to Mr Ashish Vijayprakash Chandna, Chief Executive Officer ("CEO") of the Company in lieu of acquisition of 40,80,000 Equity shares of Speedy MultimodesAllcargo Terminals Limited, Material Subsidiary of the Company. Consequently, the issued, subscribed and paid-up capital of the Company amounts to 50,41,20,648 (Rupees Fifty Crores Forty One Lakhs Twenty Thousand Six Hundred and Forty Eight) consisting of 25,20,60,324 (Twenty Five Crores Twenty Lakhs Sixty Thousand Three Hundred and Twenty Four) equity shares of 2/- (Rupees Two) each.