Your Directors present the report of the Business and Operations of your Company ('the Company’ or 'AGL’), along with the audited
financial statements, for the financial 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:

(' in Lakhs)

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 Company’s 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 the
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 Company’s website and
also open for inspection by any Member at the Company’s
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 Company’s 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
' 15,66,000 out of which ' 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 ' 8.28 Lakhs, during the period under review.

Directors and Key Managerial Personnel (KMP)

During the year and upto the Report’s 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 Company’s
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 Shareholder’s 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 Report’s 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 Company’s 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 Company’s 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 arm’s 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 Company’s 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 Company’s 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 ' 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 ' 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:

Pursuant to the above, Company has issued 1,21,910 Equity
Shares at ' 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/- per
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 ' 2/- each to eligible QIBs.

Further, Issued, Subscribed and Paid-up Share Capital of the
Company as on the date of this Report is ' 29,41,51,102/- divided
into 14,70,75,551 equity shares of ' 2/- each.

Company's 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
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 Hon’ble 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 Company’s 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 Company’s 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.

For and on behalf of the Board
Shashi Kiran Shetty

Place: Mumbai Chairman

Date: August 05, 2025 DIN: 00012754