Provisions are recognised when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be madeof the amount of the obligation. When the Companyexpects some or all of a provision to be reimbursed, forexample, under an insurance contract, the reimbursementis recognised as a separate asset, but only when thereimbursement is virtually certain. The expense relating toa provision is presented in the statement of profit and lossnet of any reimbursement.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax rate thatreflects, when appropriate, the risks specific to the liability.When discounting is used, the increase in the provisiondue to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or apresent obligation that is not recognised because it is notprobable that an outflow of resources will be required tosettle the obligation. A contingent liability also arises inextreme rare cases where there is a liability that cannot berecognised because it cannot be measured reliably. TheCompany does not recognise a contingent liability butdiscloses its existence in the financial statements.
Employee benefits payable wholly within twelve monthsof availing employee services are classified as short-term
employee benefits. These benefits include salaries andwages, bonus and ex-gratia. The undiscounted amountof short term employee benefits such as salaries andwages, bonus and ex-gratia to be paid in exchange ofemployee services are recognized in the period in whichthe employee renders the related service.
A defined contribution plan is a post-employment benefitplan under which an entity pays specified contributionsto a separate entity and has no obligation to pay anyfurther amounts. The Company makes specified monthlycontributions towards Provident Fund and EmployeesState Insurance Corporation ('ESIC'). The contributionis recognized as an expense in the Statement of Profitand Loss during the period in which employee rendersthe related service. There are no other obligations otherthan the contribution payable to the Provident Fund andEmployee State Insurance Scheme.
Gratuity liability, wherever applicable, is provided for onthe basis of an actuarial valuation done as per projectedunit credit method, carried out by an independent actuaryat the end of the year. The Companys' gratuity benefitscheme is a defined benefit plan.
The Company makes contributions to a trust administeredand managed by an Insurance Company to fund thegratuity liability. Under this scheme, the obligation topay gratuity remains with such Company, although theInsurance Company administers the scheme.
Accumulated leave, which is expected to be utilised withinthe next 12 months, is treated as short-term employeebenefit. The Company measures the expected cost of suchabsences as the additional amount that it expects to payas a result of the unused entitlement that has accumulatedat the reporting date.
The Company treats accumulated leave expected to becarried forward beyond twelve months, as long-termemployee benefit for measurement purposes. Such long¬term compensated absences are provided for based onthe actuarial valuation using the projected unit creditmethod at the year end. The Company presents the leaveas a short-term provision in the balance sheet to theextent it does not have an unconditional right to defer itssettlement for 12 months after the reporting date. WhereCompany has the unconditional legal and contractual rightto defer the settlement for a period beyond 12 months, thesame is presented as long-term provision.
Remeasurements, comprising of actuarial gains andlosses, the effect of the asset ceiling, excluding amountsincluded in net interest on the net defined benefit liabilityand the return on plan assets (excluding amounts includedin net interest on the net defined benefit liability), arerecognised immediately in the balance sheet with acorresponding debit or credit to retained earnings throughOCI in the period in which they occur. Remeasurementsare not reclassified to statement of profit and loss insubsequent periods.
n. Financial instruments
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liability orequity instrument of another entity.
Initial recognition and measurement
All financial assets are recognised initially at fair value,plus in the case of financial assets not recorded at fairvalue through profit or loss, transaction costs that areattributable to the acquisition of the financial asset.Purchases or sales of financial assets that require deliveryof assets within a time frame established by regulationor convention in the market place (regular way trades)are recognised on the trade date, i.e., the date that theCompany commits to purchase or sell the asset.
For purposes of subsequent measurement, financialassets are classified in four categories:
- Debt instruments at amortised cost
- Debt instruments at fair value through othercomprehensive income (FVTOCI)
- Debt instruments, derivatives and equity instrumentsat fair value through profit or loss (FVTPL)
- Equity instruments measured at fair value throughother comprehensive income (FVTOCI)
A 'debt instrument' is measured at the amortised costif both the following conditions are met -
- The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows, and
- Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) on theprincipal amount outstanding.
This category is the most relevant to the Company.After initial measurement, such financial assets aresubsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised costis calculated by taking into account any discountor premium on acquisition and fees or costs thatare an integral part of the EIR. The EIR amortisationis included in finance income in the statement ofprofit and loss. The losses arising from impairmentare recognised in the statement of profit and loss.
This category generally applies to trade and otherreceivables.
A 'debt instrument' is classified as at the FVTOCI ifboth of the following criteria are met:
- The objective of the business model is achievedboth by collecting contractual cash flows andselling the financial assets, and
- The asset's contractual cash flows representSPPI.
Debt instruments included within the FVTOCIcategory are measured initially as well as at eachreporting date at fair value. Fair value movements arerecognized in the other comprehensive income (OCI).However, the Company recognizes interest income,impairment losses & reversals and foreign exchangegain or loss in the statement of profit and loss. Onderecognition of the asset, cumulative gain or losspreviously recognised in OCI is reclassified from theequity to the statement of profit and loss. Interestearned whilst holding FVTOCI debt instrument isreported as interest income using the EIR method.
FVTPL is a residual category for debt instruments.Any debt instrument, which does not meet the criteriafor categorization as at amortized cost or as FVTOCI,is classified as at FVTPL.
In addition, the Company may elect to designate adebt instrument, which otherwise meets amortizedcost or FVTOCI criteria, as at FVTPL. However,such election is allowed only if doing so reducesor eliminates a measurement or recognitioninconsistency (referred to as 'accounting mismatch').The Company has not designated any debtinstrument as at FVTPL.
Debt instruments included within the FVTPLcategory are measured at fair value with all changesrecognized in the statement of profit and loss.
All equity investments in scope of Ind AS 109 aremeasured at fair value. Equity instruments whichare held for trading are classified as at FVTPL. Forall other equity instruments, the Company may
make an irrevocable election to present in othercomprehensive income subsequent changes in thefair value. The Company makes such election on aninstrument-by-instrument basis. The classification ismade on initial recognition and is irrevocable.
If the Company decides to classify an equityinstrument as at FVTOCI, then all fair value changeson the instrument, excluding dividends, arerecognized in the OCI. There is no recycling of theamounts from OCI to profit and loss, even on sale ofinvestment. However, the company may transfer thecumulative gain or loss within equity.
Equity instruments included within the FVTPLcategory are measured at fair value with all changesrecognized in the statement of profit and loss.
Equity investments made by the Company insubsidiaries, associates and joint ventures are carriedat cost less impairment loss (if any).
A financial asset (or, where applicable, a part ofa financial asset or part of a company of similarfinancial assets) is primarily derecognised (i.e.removed from a company's balance sheet) when:
- The rights to receive cash flows from the assethave expired, or
- The Company has transferred its rights toreceive cash flows from the asset and either(a) the Company has transferred substantiallyall the risks and rewards of the asset, or (b) theCompany has neither transferred nor retainedsubstantially all the risks and rewards of theasset, but has transferred control of the asset.
In accordance with Ind AS 109, the Company appliesexpected credit loss (ECL) model for measurementand recognition of impairment loss on the financialassets which are not fair valued through statement ofprofit and loss. Loss allowance for trade receivableswith no significant financing component is measuredat an amount equal to lifetime ECL at each reportingdate, right from its initial recognition. For all otherfinancial assets, expected credit losses are measuredat an amount equal to the 12-month ECL, unlessthere has been a significant increase in credit riskfrom initial recognition in which case those aremeasured at lifetime ECL. If, in asubsequent period,credit quality of the instrument improves such thatthere is no longer a significant increase in creditrisk since initial recognition, then the entity revertsto recognising impairment loss allowance based on12-month ECL.
ECL impairment loss allowance (or reversal)recognized during the period is recognized as income/expense in the statement of profit and loss. Thisamount is reflected under the head 'other expenses' inthe statement of profit and loss.
As a practical expedient, The Company uses aprovision matrix to determine impairment lossallowance on portfolio of its trade receivables. Theprovision matrix is based on its historically observeddefault rates over the expected life of the tradereceivables and is adjusted for forward-lookingestimates. At every reporting date, the historicalobserved default rates are updated and changes inthe forward-looking estimates are analysed.
Financial liabilities are classified, at initial recognition,as financial liabilities at fair value through Statementof Profit and Loss, loans and borrowings, payables, oras derivatives designated as hedging instruments inan effective hedge, as appropriate.
All financial liabilities are recognised initially at fairvalue and, in the case of loans and borrowings andpayables, net of directly attributable transactioncosts.
In order to hedge its exposure to interest rate riskson external borrowings, the Company enters intointerest rate swap contracts. The Company does nothold derivative financial instruments for speculativepurposes. The derivative instruments are marked tomarket and any gains or losses arising from changesin the fair value of derivatives are taken directly to theStatement of Profit and Loss
The Company's financial liabilities include tradeand other payables, loans and borrowings includingbank overdrafts, financial guarantee contracts andderivative financial instruments.
The measurement of financial liabilities depends ontheir classification, as described below:
After initial recognition, interest-bearing loans andborrowings are subsequently measured at amortisedcost using the EIR method. Gains and losses arerecognised in Statement of Profit and Loss when theliabilities are derecognised as well as through the EIRamortisation process.
Amortised cost is calculated by taking into accountany discount or premium on acquisition and feesor costs that are an integral part of the EIR. The
EIR amortization is included as finance costs in theStatement of Profit and Loss. This category generallyapplies to borrowings.
The Company uses various derivative financialinstruments such as interest rate swaps, Cross¬currency swaps and forwards to mitigate the riskof changes in interest rates and exchange rates. Atthe inception of a hedge relationship, the Companyformally designates and documents the hedgerelationship to which the Company wishes toapply hedge accounting and the risk managementobjective and strategy for undertaking the hedge.Such derivative financial instruments are initiallyrecognised at fair value on the date on which aderivative contract is entered into and are alsosubsequently measured at fair value.
Derivatives are carried as Financial Assets whenthe fair value is positive and as Financial Liabilitieswhen the fair value is negative. Any gains or lossesarising from changes in the fair value of derivativesare taken directly to Statement of Profit and Loss,except for the effective portion of cash flow hedgewhich is recognised in Other Comprehensive Incomeand later to Statement of Profit and Loss when thehedged item affects profit or loss or is treated asbasis adjustment if a hedged forecast transactionsubsequently results in the recognition of a Non¬Financial Assets or Non-Financial liability.
For the purpose of hedge accounting, hedges areclassified as:
1. Fair value hedges when hedging the exposure tochanges in the fair value of recognized asset orliability or an unrecognized firm commitment.
2. Cash flow hedges when hedging the exposureto variability in cash flows that is eitherattributable to a particular risk associated with arecognized asset or liability or a highly probableforecast transaction or the foreign currency riskin an unrecognized firm commitment.
3. Hedges of a net investment in foreign operation.
At the inception of hedge relationship, the Companyformally designates and documents the hedgerelationship, the Company formally designates anddocuments the hedge relationship to which theCompany wishes to apply hedge accounting and riskmanagement objective and strategy for undertakingthe hedge. The documentation includes theCompany's risk management objective and strategyfor undertaking hedge, the hedging/economicrelationship, the hedged item or transaction, the
nature of risk being hedged, hedge ratio and howthe entity will assess the effectiveness of changesin the hedging instrument's fair value in offsettingthe exposure to change in the hedged item's fairvalue or cash flows attributable to the hedged risk.Such hedges are expected to be highly effectivein achieving the offsetting changes in fair value orcash flows and are assessed on an ongoing basisto determine that they actually have been highlyeffective throughout the financial reporting periodsfor which they were designated.
Hedges that meet the criteria for hedge accountingare accounted for as follows:
The effective portion of the gain or loss on the hedginginstrument is recognized in OCI in the cash flowhedge reserves, while ineffective portion is recognizedimmediately in the statement of profit and loss. TheCompany uses future stream of annual dividendsreceivable from its wholly owned subsidiary companyas well as receivables from overseas customers ashedges of its exposure to foreign currency risk in theforecast transaction. The ineffective portion relating toCross currency Interest rates swap is routed throughthe statement of profit and loss. Amount recognized asOCI are transferred to profit and loss when the hedgedtransaction affects profit or loss. When the hedgeditem is the cost of non-financial asset or non-financialliability, the amount recognized as OCI are transferredto the initial carrying amount of the non-financial assetor liability.
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existing financialliability is replaced by another from the samelender on substantially different terms, or the termsof an existing liability are substantially modified,such an exchange or modification is treated asthe derecognition of the original liability and therecognition of a new liability. The difference in therespective carrying amounts is recognised in theStatement of Profit and Loss.
Cash and cash equivalent in the balance sheet comprisecash at banks and on hand and short-term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash andcash equivalents consist of cash and short-term deposits,as defined above, net of outstanding bank overdrafts asthey are considered an integral part of the Company'scash management.
Cash flows are reported using the indirect method,whereby profit / (loss) before extraordinary items andtax is adjusted for the effects of transactions of non-cashnature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating,investing and financing activities of the Company aresegregated in the Cash flow statement.
Basic earnings per share (EPS) amounts is calculatedby dividing the profit for the year attributable to equityholders by the weighted average number of equity sharesoutstanding during the year.
For the purpose of calculating diluted earnings pershare, the net profit of the year attributable to equityshareholders and the weighted average number of sharesoutstanding during the year are adjusted for the effects ofall dilutive potential equity shares.
The number of equity shares and potentially dilutiveequity shares are adjusted retrospectively for all periodspresented for any share splits and bonus shares issuesincluding for changes effected prior to the approval of thefinancial statements by the Board of Directors.
The Company recognises a liability to pay dividendto equity holders of the parent when the distributionis authorised, and the distribution is no longer at thediscretion of the Company. As per the corporate laws inIndia, a distribution is authorised when it is approved bythe shareholders. A corresponding amount is recogniseddirectly in equity.
The Ministry of Corporate Affairs (MCA) notified the IndAS 117, Insurance Contracts, vide notification dated 12August 2024, under the Companies (Indian AccountingStandards) Amendment Rules, 2024, which is effectivefrom annual reporting periods beginning on or after 1 April2024.
The MCA notified the Companies (Indian AccountingStandards) Second Amendment Rules, 2024, whichamend Ind AS 116, Leases, with respect to Lease Liabilityin a Sale and Leaseback. This amendment had no impacton the financial statements of the Company.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in asale and leaseback transaction, to ensure the seller-lesseedoes not recognise any amount of the gain or loss thatrelates to the right of use it retains.
The amendment is effective for annual reporting periodsbeginning on or after 1 April 2024 and must be appliedretrospectively to sale and leaseback transactions enteredinto after the date of initial application of Ind AS 116.
The amendments do not have a material impact on theCompany's financial statements, as the company not haveany sale and lease back transactions.
Ind AS 117 Insurance Contracts is a comprehensive newaccounting standard for insurance contracts coveringrecognition and measurement, presentation anddisclosure. Ind AS 117 replaces Ind AS 104 InsuranceContracts. Ind AS 117 applies to all types of insurancecontracts, regardless of the type of entities that issue themas well as to certain guarantees and financial instrumentswith discretionary participation features; a few scopeexceptions will apply. Ind AS 117 is based on a generalmodel, supplemented by:
• A specific adaptation for contracts with directparticipation features (the variable fee approach)
• A simplified approach (the premium allocationapproach) mainly for short-duration contracts
The application of Ind AS 117 does not have materialimpact on the Company's separate financial statements asthe Company has not entered any contracts in the natureof insurance contracts covered under Ind AS 117.
The preparation of the Company's financial statementsrequires management to make judgements, estimates andassumptions that affect the reported amounts of revenues,expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates couldresult in outcomes that require a material adjustmentto the carrying amount of assets or liabilities affectedin future periods. Some of the significant accountingjudgement and estimates are given below:
The Company uses percentage of completion methodin accounting of revenue for rendering of end-to-endlogistics services comprising of activities related toconsolidation of cargo, transportation, freight forwardingand customs clearance services. Use of the percentageof completion method requires the Company to estimatethe efforts or costs expended to date as a proportion ofthe total efforts or costs to be expended. Percentage ofcompletion is arrived at on the basis of proportionatecosts incurred to date of total estimated costs, milestonesagreed or any other suitable basis, provided there isa reasonable completion of activity and provision of
services. Provisions for estimated losses, if any, onuncompleted contracts are recorded in the period in whichsuch losses become probable based on the expectedcontract estimates at the reporting date.
Determining the lease term of contracts with renewal andtermination options - Company as lessee
The Company determines the lease term as the non¬cancellable term of the lease, together with any periodscovered by an option to extend the lease if it is reasonablycertain to be exercised, or any periods covered by anoption to terminate the lease, if it is reasonably certain notto be exercised.
The Company has several lease contracts that includeextension and termination options. The Companyapplies judgement in evaluating whether it is reasonablycertain whether or not to exercise the option to renew orterminate the lease. That is, it considers all relevant factorsthat create an economic incentive for it to exercise eitherthe renewal or termination. After the commencementdate, the Company reassesses the lease term if thereis a significant event or change in circumstances thatis within its control and affects its ability to exercise ornot to exercise the option to renew or to terminate (e.g.,construction of significant leasehold improvements orsignificant customisation to the leased asset).
The Company cannot readily determine the interest rateimplicit in the lease, therefore, it uses its incrementalborrowing rate (IBR) to measure lease liabilities. The IBRis the rate of interest that the Company would have to payto borrow over a similar term, and with a similar security,the funds necessary to obtain an asset of a similar value tothe right-of-use asset in a similar economic environment.The IBR therefore reflects what the Company 'would haveto pay' which requires estimation when no observablerates are available. The Company estimates the IBR usingobservable inputs (such as market interest rates) whenavailable and is required to make certain entity-specificestimates (such as the credit rating).
The cost of the defined benefit gratuity plan and thepresent value of the gratuity obligation are determinedusing actuarial valuations. An actuarial valuation involvesmaking various assumptions that may differ fromactual developments in the future. These include thedetermination of the discount rate, future salary increasesand mortality rates. All assumptions are reviewed at eachreporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discount rate for plansoperated in India, the management considers the interestrates of government bonds in currencies consistent with
the currencies of the post-employment benefit obligationFuture salary increases and gratuity increases are basedon expected future inflation rates for the respectivecountries. The mortality rate is based on publicly availablimortality tables for the specific countries. Those mortalitytables tend to change only at interval in response todemographic changes.
Fair value measurement of financial instruments
When the fair values of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair value is measured using valuation techniquesincluding the discounted cash flow (DCF) model. Theinputs to these models are taken from observablemarkets where possible, but where this is not feasible,a degree of judgement is required in establishing fair
values. Judgements include considerations of inputssuch as liquidity risk, credit risk and volatility. Changes inassumptions about these factors could affect the reportedfair value of financial instruments. See Note 31 for furtherdisclosures.
Property, plant and equipment represent a significantproportion of the asset base of the Company. Thecharge in respect of periodic depreciation is derivedafter determining an estimate of an asset's expecteduseful life and the expected residual value at the end ofits life. The useful lives and residual values of Companyassets are determined by management at the time theasset is acquired and reviewed periodically, including ateach financial year end. The lives are based on historicalexperience with similar assets.
*Pursuant to the approval of the shareholders vide postal ballot dated 21 December 2023, the Board of Directors of theCompany, at its meeting held on 04 January 2024, approved the increase in authorised share capital from 29.47 crore equityshares of ' 2 each to 100 crore equity shares of ' 2 each, cancellation of the authorised but unissued preference capital andallotment of 73,70,86,572 (Seventy Three Crores Seventy Lakhs Eighty-Six Thousand Five Hundred and Seventy Two) Equityshares of ' 2/- each as fully paid up bonus equity shares in the ratio of 3 (three) fully paid Bonus Shares for every 1 (one)Equity Share (3:1) held by the Equity Shareholders of the Company as on January 02, 2024 i.e. Record Date. Consequently,the paid-up equity share capital of the Company has increased to ' 196,55,64,192/- (Rupees One Ninety Six Crores Fifty FiveLakhs Sixty Four Thousand One Hundred and Ninety Two Only).
The Company has only one class of equity shares having par value of ' 2 per share. Each holder of equity shares is entitledto one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.
a) General reserve
General reserve is used from time to time to transfer profit from retained earnings for appropriation purposes. Asthe general reserve is created by a transfer from one component of equity to another and is not an item of othercomprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profitand loss.
Capital redemption reserve represents amounts set aside on redemption of preference shares.
Retained earnings represents all accumulated net income netted by all dividends paid to shareholders.
It comprises of actuarial gains and losses, differences between the return on plan assets and interest income on planassets and changes in the asset ceiling (outside of any changes recorded as net interest).
The Company uses hedging instruments as part of its management of foreign currency risk and interest rate riskassociated on borrowings. For hedging foreign currency and interest rate risk, the Company uses foreign currencyforward contracts, cross currency swaps and interest rate swaps. To the extent these hedges are effective, the changein fair value of the hedging instrument is recognised in the effective portion of cash flow hedges. Amounts recognised inthe effective portion of cash flow hedges is reclassified to the statement of profit and loss when the hedged item affectsprofit or loss (e.g. interest payments). (Refer note 29B)
These reserves are mandatory under the Income Tax Act, 1961 for companies who opt for the Tonnage Tax Schemeprescribed under the said Act.
Rupee term loans from banks are secured against property, plant and equipment and certain immovable properties of theCompany and carry interest of 6.80% - 8.30% p.a. (31 March 2024: 6.80% - 9.75% p.a.) and are repayable within a periodranging from 1-3 years.
*Consequent to Demerger Scheme the Axis Bank term loan had been allocated between the Company, Transindia Real EstateLimited and Allcargo Terminals limited. As per the terms of borrowing it is secured against land and buildings of the Company,Pursuant to demerger scheme, these assets have been transferred to Transindia Real Estate Limited. Accordingly thisborrowing is not secured by the Company Assets and secured by land and building of Transindia Real Estate Limited pursuantto demerger. The Borrowing is disclosed as secured.
The Company has availed Foreign Currency Term Loan carrying interest rate of 3.40% (31 March 2024 3.40%) and repayablewithin a year. As per the terms of borrowing it is secured against land and buildings of the Company, Pursuant to demergerscheme, these assets have been transferred to Transindia Real Estate Limited. Accordingly this borrowing is not secured bythe Company Assets and secured by land and building of Transindia Real Estate Limited pursuant to demerger. The Borrowingis disclosed as secured.
Vehicle finance loans (secured)
Vehicle finance loans are secured against vehicle financed by the Bank and carry interest ranging from 8.00% - 8.50% p.a. (31March 2024: 8.00% - 8.50% p.a.) and repayable within the period of 3 years.
Working capital loan is secured with pari-passu charge on present and future movable assets, inventories and book debts andcarry interest 7.65% - 9.30% (31 March 2024:7.65% - 8.95%) and are repayable within a period of six months.
The Company has filed quarterly returns or statements with the banks in lieu of the sanctioned working capital facilities. Thesame are in agreement with books of account.
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.Term loan from banks (unsecured)
The Company has availed an unsecured loan from the Bank carrying interest rate of 9.75% - 9.85% p.a (31 March 2024 : 9.65%)and repayable within a year. Last instalments is due in May 2025.
The Company had availed an unsecured working capital loan from the Bank carrying interest rate of 8.30%. The same hasbeen repaid in the current year.
The Company has availed inter-corporate deposit from its subsidiary carrying interest of 7.95%.
Term loans from banks, financial institutions and others (which are secured in nature) contain certain debt covenants to bemaintained at a group level relating to limitation on indebtedness, debt-equity ratio, net borrowings to EBITDA ratio and debtservice coverage ratio. The Company has reasonably satisfied all debt covenants prescribed in the terms and conditions ofsanction letter of bank loan.
The Company has not been declared as wilful defaulter by any bank or financial institution or lender.
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be thefair value of instruments backing the liability. In such cases, the present value of the assets is independent of the futurediscount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes inthe discount rate during the inter-valuation period.
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets.
The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined BenefitObligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bondsand hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
i) The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Company's primary risk management focus is to minimize potential adverse effects of market risk on its financialperformance. The Company's risk assessment and policies and processes are established to identify and analyse therisks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with thepolicies and processes. Risk assessment and policies and processes are reviewed regularly to reflect changes in marketconditions and the Company's activities. The Board of Directors and the management is responsible for overseeing theCompany's risk assessment and policies and processes.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changesin market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to allmarket risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long¬term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest raterisk. Thus, the Company's exposure to market risk is a function of investing and borrowing activities and it's revenuegenerating and operating activities.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in market interest rates. The Company's exposure to the risk of changes in market interest rates relatesprimarily to the Company's long-term and short-term debt obligations with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portionof loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affectedthrough the impact on floating rate borrowings, as follows
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of thosederivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives coverthe period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlementof the resulting receivable or payable that is denominated in the foreign currency.
As at balance sheet date, the Company's net foreign currency exposure Receivable / (payable) that is not hedged is' (12,130) Lakhs (31 March 2024: ' 1,606 lakhs). Majority of this amount represents the amount payable to overseassubsidiary companies hence it remains manageable exposure within the group itself.
For the year ended 31 March 2025 and 31 March 2024, every 5% depreciation / appreciation in the exchange ratebetween the Indian rupee and U.S. dollar, would have affected the Company's incremental operating margins byapproximately ' 362 lakhs and ' 101 lakhs each (net). The Company's exposure to foreign currency changes for allother currencies is not material.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables)and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactionsand other financial instruments.
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties thathave a good credit rating. The Company does not expect any significant losses from non-performance by these counter¬parties, and does not have any significant concentration of exposures to specific industry sectors or specific countryrisks.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures andcontrol relating to customer credit risk management. Credit quality of a customer is assessed and individual creditlimits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. TheCompany has diversified customer base considering the nature and type of business.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a largenumber of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Thecalculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying valueof each class of financial assets disclosed in Note 7.2. The Company does not hold collateral as security. The Companyevaluates the concentration of risk with respect to trade receivables as low, as its customers are located in severaljurisdictions and industries and operate in largely independent markets.
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bankoverdrafts and bank loans. Approximately 100% of the Company's borrowings including current maturities of non-currentborrowings will mature in less than one year at 31 March 2025 (31 March 2024: 54%) based on the carrying value ofborrowings including current maturities of non-current borrowings reflected in the financial statements. The Companyassessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company hasaccess to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existinglenders.
Concentration arises when a number of counterparties are engaged in similar business activities, or activities in thesame geographical region, or have economic features that would cause their ability to meet contractual obligations to besimilarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity ofthe Company's performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines tofocus on the maintenance of a diversified portfolio. Identified concentration of credit risks are controlled and managedaccordingly.
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and allother equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capitalmanagement is to maximise the shareholder value.
The funding requirement is met through a mixture of equity, internal accruals, borrowings.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and therequirements of the financial covenants.
The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintaininvestor, creditors and market confidence and to sustain future development and growth of its business. The Companywill take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. TheCompany includes within net debt, interest bearing borrowings, less cash and cash equivalents.
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against theCompany for holding any Benami property under The Benami Transactions (Prohibition) Amendment Act, 2016 rulesmade thereunder.
ii) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
iii) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
iv) The Company has not entered any such transaction which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,search or survey or any other relevant provisions of the Income Tax Act, 1961
v) The Company do not have any transactions with companies struck off under section 248 of Companies Act, 2013.
vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
vii) The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employmentbenefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certainsections of the Code came into effect on 3 May 2023. However, the final rules/interpretation have not yet been issued
33 The Board of Directors in their meeting held on May 25, 2024 had recommended a final dividend of Re./- 1 per share for theyear ended March 31, 2024 aggregating to ' 9,828 lakhs which has been approved by the shareholders at the Annual GeneralMeeting of the Company held on September 26, 2024. It has been paid on October 03, 2024.
The Board of Directors in their meeting held on October 18, 2024 have declared an interim dividend of Rs./- 1.10 per equityshare aggregating to ' 10,811 lakhs. The same has been paid on October 30, 2024. Based on expert advice, the Company hadrecognised tax benefit of ' 2,636 lakhs under Section 80M of the Income tax Act, 1961.
As per section 135 of the Act, a CSR committee has been formed by the Company. The funds are utilised throughout the yearon activities which are specified in Schedule VII of the Act. The utilisation is done either by way of direct contribution towardsvarious activities or by way of contribution to a trust - Avvashya Foundation.
(a) Gross amount required to be spent by the Company during the year: ' 244 lakhs (previous year: ' 527 lakhs)
(b) The areas of CSR activities and contributions made thereto are as follows:
(c) Includes a sum of ' 234 lakhs (previous year: ' 223 lakhs) as contribution to a trust Avvashya Foundation, (where keymanagerial personnel and relatives are able to exercise significant influence) (refer note 28B)
(d) As per the rules contained and notified under Companies (Corporate Social Responsibility Policy) Amendment Rules,2021 as at 31 March 2025 the Company does not have any unspent Corporate Social Responsibility amount which needsto be transferred to a separate account maintained with scheduled bank within a period of 30 days from the end offinancial year. There are no ongoing projects during the year.
The Company's Chief Operating Decision maker (CODm) reviews business and operations as a single segment i.e.International Supply Chain, accordingly, there are no reportable business segments in accordance with Ind AS 108 - OperatingSegments.
(a) On May 17, 2023, Share Purchase Agreement ("SPA") was entered into between the Company, Avvashya CCI LogisticsPrivate Limited (ACCI) and JKS Finance Limited and its affiliates ("JKS Group") - shareholders of ACCI for the sale of16,00,994 (Sixteen Lakhs Nine Hundred Ninety Four) Equity Shares i.e. 61.13% stake held by Company in ACCI to JKSGroup for consideration of ' 3,923 Lakhs. Pursuant to said SPA, the Company sold its stake to JKS Group in ACCI andACCI ceased to be Joint-Venture of the Company. The profit on sale of investment of ' 1,522 Lakhs has been treated as anexceptional item.
Further on May 17, 2023 a Share Purchase Agreement ("SPA") was executed between the Company, Allcargo SupplyChain Private Limited ("ASCPL") and JKS Group - shareholders of ASCPL for the purpose of acquisition of 8,90,69,138(Eight Crores Ninety Lakhs Sixty Nine Thousand One Hundred and Thirty Eight) Equity Shares i.e. 38.87% stake by theCompany from JKS Group, for consideration of approx. ' 16,305 Lakhs. Pursuant to said SPA, the Company acquired38.87% stake in ASCPL from JKS Group and ASCPL has become a wholly owned subsidiary of the Company.
(b) On October 28, 2024, the Company sold its stake in Haryana Orbital Rail Corporation Limited ("HORCL") (912 lakhsequity shares representing 7.6% stake) to Allcargo Terminals Limited for a consideration of ' 11,500 lakhs which includedcontingent consideration of ' 1,100 Lakhs payable after March 31, 2025 subject to fulfilment of certain conditions. Thesaid conditions have been fulfilled and balance of ' 1,100 Lakhs has been received on April 22, 2025. Profit on sale ofinvestment of ' 2,380 Lakhs has been treated as an exceptional item.
(c) During the year ended 31 March 2024, the Company acquired 30% stake in Gati Express and Supply Chain PrivateLimited (formerly known as Gati-Kintetsu Express Private Limited) ("GESCPL") (a step-down subsidiary) from theMinority Shareholder of GESCPL for an aggregate consideration of ' 40,670 Lakhs.
(d) The Board of Directors of the Company at its meeting held on December 21, 2023, approved the Composite Scheme ofArrangement between Allcargo Logistics Limited ("the Company"), Allcargo Supply Chain Private Limited ("ASCPL"),
Gati Express & Supply Chain Private Limited ("GESCPL"), Allcargo Gati Limited ("Gati") and Allcargo ECU Limited("AEL") , (all subsidiaries of the Company) and their respective shareholders ("the Scheme").
The Scheme includes:
1) Demerger of International Supply Chain business of the Company in AEL effective from appointed date of October01, 2023.
2) Merger of ASCPL and GESCPL with GATI effective from appointed date of October 01, 2023
3) Merger of GATI with Company, post the merger of ASCPL and GESCPL into GATI on the date, the scheme becomeseffective.
The Scheme has been approved by BSE on October 09, 2024 and by NSE on October 10, 2024. The Scheme along witha petition to approve the same has been filed with the National Company Law Tribunal (NCLT) which has instructedthe Company and Gati to hold Extraordinary General Meeting ("EGM") respectively to approve the Scheme. The NCLT-convened shareholders' meeting was held on February 18, 2025, where the Scheme was approved by the shareholdersand is currently pending before NCLT, Mumbai for final approval.
37 On 09 January, 2025, Competition Commission of India (CCI) issued a Show Cause Notice ('SCN') to the Company demandingan explanation for not giving notice as required under the Competition Act, 2002 during the acquisition of 30% stake in GatiExpress and Supply Chain Private Limited (GESCPL) in June 2023. Management believes that the Company already controlledGESCPL at the time of this acquisition as it already held 70% stake in GESCPL through a step-down subsidiary Allcargo GatiLimited (Gati) which has been challenged by CCI. The Company has filed response on February 27, 2025. Their response isawaited. Based on legal opinion, Management believes that the impact of this notice on the Holding Company, if any, is notlikely to be material.
38 During the year ended March 31, 2025, Income-Tax Authorities conducted search at the office premises of the Company, itsSubsidiaries and at the residence of three of its key management personnel. The Company extended full cooperation to theIncome-tax officials during the search and has provided all the requested information during search and continue to provideinformation as and when sought by the authorities. Management made necessary disclosures to the stock exchanges inthis regard on February 12, 2025. As on the date of issuance of these financial results, the Company has not received anycommunication from the Income-Tax Authorities regarding the findings of their investigation. Pending final outcome of thismatter, no adjustments have been recognised in the financial results.
39 The Company has used five accounting softwares for maintaining its books of account which has a feature of recording audittrail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in the software,except that audit trail feature of one of the software relating to spend management did not operate from period 01 April 2024 to28 January 2025.
We confirm that no instance of audit trail feature being tampered with was noted in respect of other software's where audittrail has been enabled. Additionally, the audit trail of prior year(s) has been preserved as per the statutory requirements forrecord retention to the extent it was enabled and recorded in the respective years.
Company has used one accounting software related to maintaining books of account which is operated by third-partysoftware service providers. Service Organisation Controls reports obtained by the Management in respect of this softwarecovered for application side audit trail but does not cover reporting on audit trail feature on database to determine whetheraudit trail feature of the said software was enabled and operated throughout the year.
The Company has evaluated subsequent events from the balance sheet date through 24 May 2025 the date at which thefinancial statements were available to be issued, and determined that there are no material items to be disclosed other thanthose disclosed above.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of Board of directors of Allcargo Logistics Limited
ICAI firm registration No: 101049W/E300004 CIN No:L63010MH2004PLC073508Chartered Accountants
per Aniket Sohani Shashi Kiran Shetty Kaiwan Kalyaniwalla Ravi Jakhar
Partner Founder and Chairman Non-Executive Director Director- Strategy & Group CFO
Membership No: 117142 DIN: 00012754 DIN: 00060776 PAN : AFQPJ0074A
Place: Mumbai Place: Mumbai Place: Mumbai
Date: 24 May 2025 Date: 24 May 2025 Date: 24 May 2025
Swati Singh
Company Secretary & Compliance OfficerM.No:A20388
Place: Mumbai Place: Mumbai
Date: 24 May 2025 Date: 24 May 2025