The Directors present their Thirty-Second Annual Report along with the Audited Financial Statements for the financial year endedMarch 31, 2025.
Particulars
Consolidated
Standalone
2024-25
2023-24
Total Income
16,09,089
13,04,710
2,51,537
1,85,682
Total Expenses
16,08,208
13,03,410
2,47,138
1,65,074
Profit before share of profit from associates, joint ventures,exceptional items and tax
881
1,300
4,399
20,608
Share of profits from associates and joint ventures
1,191
(735)
-
Profit before exceptional items and tax
2,072
565
Exceptional items
624
15,633
2,380
2,535
Profit before tax
2,696
16,198
6,779
23,143
Less: Tax expense
- Current tax
11,088
15,577
1,177
5,723
- Deferred tax
(10,035)
(12,835)
(34)
(2,640)
Excess provision for tax reversed
(3,117)
(301)
(2,552)
(238)
Profit after tax
4,760
13,757
8,188
20,298
Profit from Discontinuing Operations before Tax
158
243
Profit for the year from continuing and discontinuingoperations
4,918
14,000
Profit attributable to:
- Equity holders of the Parent
3,560
14,970
- Non-controlling interests
1,358
(970)
Other comprehensive income/(loss) for the year
4,774
2,356
(376)
(178)
Total Comprehensive income/(loss)
9,692
16,356
7,812
20,120
Total comprehensive income attributable to:
8,341
17,321
NA
1,351
(965)
Other Equity
2,22,600
2,32,507
90,693
1,03,517
Earnings Per Share (EPS) - Continuing Operations:
Basic
0.36
1.51
0.83
2.07
Diluted
Earnings Per Share (EPS) - Discontinuing Operations:
0.01
Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company have been preparedin accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards)(Amendment) Rules, 2015, as amended from time to time.
During the year under review, the Company has declared andpaid an Interim Dividend of ? 1.10/- per equity share (55%) onthe paid-up capital of the Company for the financial year endedMarch 31, 2025.
The dividend payout is in accordance with the Company'sDividend Distribution Policy. In accordance with Regulation 43Aof the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (the "Listing Regulations"), the 'DividendDistribution Policy' has been hosted on the Company's websitehttps://www.allcargologistics.com/investors/investorservices/corporatepolicies.
During the year under review, there was no amount transferredto any of the reserves by the Company.
The revenue from operations for FY2024-25 increased from ?12,96,868 Lakhs to ? 16,02,153 Lakhs, a increase of 24% over theprevious year, due to significant increase in MTO operations.
The Business Earnings before Interest, Depreciation, Tax andAmortization ("EBIDTA") stood at ? 51,814 Lakhs, a increaseof 12% as compared to ? 46,449 Lakhs earned in the previousyear.
The Profit for the year attributable to the members andnoncontrolling interest stood at ? 4,918 Lakhs, a decrease by65% as compared to ? 14,000 Lakhs of the previous year.
The Cash flows from operations post tax were ? 26,108 Lakhs(as at March 31, 2024 negative ? 14,573 Lakhs). Spend on capexwas ? 8,390 Lakhs. The borrowing of the Company as at March31,2025 stood at ? 1,16,889 Lakhs (as at March 31,2024 ? 96,687Lakhs). Cash and bank balances including investment in mutualfunds stood at ? 69,396 Lakhs (as at March 31, 2024 ? 56,019Lakhs). The Net Debt to Equity stood at 0.44 times (as at March31, 2024 0.37 times).
Standalone:
The revenue from operations for FY2024-25 increased from? 1,63,329 Lakhs to ? 2,48,558 Lakhs, an increase of 52 % overthe previous year.
EBIDTA stood at ? 7,924 Lakhs, an increase of 97% ascompared to ? 4,017 Lakhs earned in the previous year.
The Profit after taxes was ? 8,188 Lakhs as compared to? 20,298 Lakhs of the previous year.
Standalone Cash Flow:
The Cash flows from operations were ? 11,872 Lakhs (as atMarch 31, 2024 negative ? 15,644 Lakhs). Spend on capex was? 977 Lakhs. The borrowing of the Company as at March 31,2025 stood at ? 58,085 Lakhs (as at March 31, 2024 ? 52,167Lakhs). Cash and bank balances including investment in mutualfunds stood at 4,031 Lakhs (as at March 31, 2024 ? 1,963 Lakhs).
The Net Debt to Equity stood at 0.53 times (as at March 31,
2024 0.42 times).
The Company operates mainly in the International Supply ChainBusiness.
The Company is carrying out Contract Logistics businessthrough its wholly owned subsidiary i.e. Allcargo Supply ChainPrivate Limited and Express Distribution business through itsSubsidiary Company, Allcargo Gati Limited (Formerly known as"Gati Limited").
The Company operates in the International Supply Chainbusiness segment including Non-Vessel Owning CommonCarrier (NVOCC) operations related to Less than ContainerLoad (LCL) consolidation and Full Container Load (FCL)forwarding activities. Our NVOCC services are built on thestrength of our nationwide and global reach with over 300offices in 180 countries. With our global network, we serve over2,400 global trade lanes, including 300 trade lanes that connectIndia to the world.
With over three decades of global expertise and experience,we are the world leader in LCL consolidation and India'sleading integrated logistics solutions provider, offering one-stop solutions that empower businesses in India and acrossthe world. Our global network, local insights, operationalexcellence, offers customers the edge and peace of mind thatthey seek.
Our International Supply Chain services offers the benefit ofLCL, FCL and Air Freight Services, backed by first and lastmile delivery. Our customers benefit from dealing with justone partner for their end-to-end needs. The latest processes,state-of-the-art systems and an experienced workforce ensurethe highest standards of multimodal services. With valueadded services like inland trucking service and warehousingcapabilities, we ensure complete transit with safety. We havesuccessfully eliminated transit time by adding direct trade laneswithin the network.
Our digital logistics solutions are enhancing efficiency andconvenience for our customers. To gain further operationaland functional efficiencies, our teams are working to test andimplement the latest tech innovation which will bring in greateragility and transparency in our service offerings. ECU360,our state-of-the-art platform, which was developed in-house,enables customers to effortlessly manage their shipments,with real-time information on their fingertips. In addition, welaunched our new API product suite, making ECU Worldwideintegration ready for customers, vendors and third-partyproviders.
Currently, Allcargo's CL division manages more than 70 Lakhssq. ft. of warehousing space across over 65 locations withsignificant presence in major consumption centers Pan-India. Keeping in mind changing customer preferences andcompliance norms, more than 55% of our warehousing spaceis in Grade "A" facilities. While we continue to maintain our
leadership in the chemical vertical, we have also significantlyadded marquee customers in the area of e-Commerce andAutomotive industries. One of our key strengths, we pride,is our ability to provide world class solution design to ourcustomers, be it the large industry leaders or fast-growingunicorns. We excel at providing bespoke solutions to ourcustomers to solve their Supply Chain problems and createa value for them that help us to create lasting partnerships.
One of the key differentiators of our warehousing services isthe stringent safety standards that we adhere to. No storageis allowed unless all safety compliances and certifications areimplemented. We deploy full range of safety features that allowus to store different types of hazardous and non-hazardousgoods for our chemical customers. We consistently receivecustomer appreciations and awards from various industrybodies in the area of Safety and Operation Management.
Our expertise encompasses Automotive manufacturing andDistribution, from Passenger to commercial vehicles andcomponent manufacturers. We offer value added services likepackaging, kitting, etc to manage and optimize our customersoverall supply chain. Our flexible approach and swift turnarounctime are our Unique Selling Point (USP). Last year we hadadded new age Ecom customer like Meesho (major Fashion/retain E-com player) / Zepto (major Grocery delivery E-complayer) and expanded business with them which demonstratesour customer centric approach & customers looking at us astheir preferred partner. We have expanded our after-marketofferings with addition of customers like Skoda Volkswagen(major German Car manufacturer) and added new serviceofferings in the area of in-plant logistics for customers like forFinolex (major Plastic Pipes manufacturer) providing themproduction support and yard management. Our key accountmanagement approach expanded our revenue base withcustomers like Amazon (2nd largest E-com Player in India), ABB(Major Swedish Electrical equipment manufacturer) & manymore.
We have started transportation offerings to our customer interms of local distribution within city as well as secondarydistribution within state and line haul business. This yearwe will be more aggressively entering into long haultransportation for chemical customers to whom we are alreadyproviding warehousing services for 5 years with proventrack record. We are intending to expand this relationship intransportation which will be win-win for us as well a customer,as customer will get one-stop solution for their warehousing& transportation needs. For us it will be enhanced revenue &more stickiness with customer. Apart from this, we continue toinvest in adding capabilities as per our customer's needs. Wehave a multi customer site with Order Management Systemcapabilities at Farukh Nagar as well as in Mumbai region andalso operate a "Seller Flex'' model at our Bhiwandi Warehouse.We also offer services like production logistics, engineering,ordering and replenishment services, reusable packagingsolutions, tailor made kitting, just-in-time and pull deliveryconcepts and pre-production services. In line with the Groupphilosophy, we are committed to protect the environment,create a strong governance structure and contribute to thebetterment of community. With more focus on ESG, we havetaken quite a few initiatives like 100% electric material handlingequipment in the warehouse and also deployment of energyefficient lighting in the warehouse. Also, we are exploringsolarising of our key warehouses across India.
Our operations are fully technology enabled and In line withour vision to provide services which enable customer delight,we have setup control tower for warehouse operation, whichenables us to have complete visibility of operation includingour customer's KPIs achievement. We will be enhancing thisto provide interactive digital dashboard at all warehouses aswell as on mobile for visibility of operation from ground team tillsenior management. This will enhance our capability in termsof addressing any service failure proactively without impactingthe customer. We are looking at addition of 30 lacs sq.ft. in thenext three years across existing as well as new verticals andgeographies.
Allcargo Logistics is the promoter and the single largestshareholder of Allcargo Gati Limited (Formerly known as "GatiLimited") with 44.42% ownership. As an Allcargo Company,Allcargo Gati Limited can now tap into a Global NetworkOperating in 180 countries and expand the scope of ourservices to include the diverse logistics business verticals.Through Gati's domestic reach and network, the Companyoffers end-to-end logistics solutions to its global and localclients in India. Gati operates in time sensitive, high valuecargo which requires specialised handling. The Company is apioneer in the express industry and manages Industry leadinginfrastructure network offering its services across 99% of GoIapproved pin codes. The Company's core offerings includesurface and air express however it also provides other solutionslike supply chain management and e-Commerce solutions.
Composite Scheme of Arrangement between AllcargoLogistics Limited ("Allcargo" or "Transferee Company 2" or"Demerged Company") and Allcargo Supply Chain PrivateLimited ("Transferor Company 1" or "ASCPL"), a whollyowned subsidiary of Allcargo, Gati Express & Supply ChainPrivate Limited ("Transferor Company 2" or "GESCPL"),Allcargo Gati Limited (Formerly known as "Gati Limited")("Transferee Company 1" or "Transferor Company 3" or"Gati") and Allcargo Worldwide Limited (Formerly knownas Allcargo ECU Limited)) ("Resulting Company" or "AEL"),a wholly owned subsidiary of the Demerged Company andtheir respective shareholders under Sections 230 to 232and other applicable provisions of the Companies Act, 2013("Composite Scheme")
In order to explore potential business opportunities moreeffectively and efficiently, maximize shareholders value, toenhance business operations by streamlining operations,cutting costs, more efficient management control and outliningindependent growth strategies, the Board of Directors ofthe Company in its meeting held on December 21, 2023, hasapproved and given its consent to restructure the businessof the Company, in accordance with Sections 230 to 232 ofthe Companies Act, 2013 which is subject to the requisiteapproval(s) whereby;
a. International Supply Chain Business of Allcargo will betransferred to Allcargo Worldwide Limited (Formerlyknown as Allcargo ECU Limited), on a going concernbasis. Consequently, equity shares of AEL held by Allcargo
will be cancelled. Simultaneously, AEL will issue NewEquity Shares to the shareholders of Allcargo. It will bea mirror shareholding and the same will be listed on theStock Exchanges ("Demerger")
b. Contract Logistics and Express Logistics business willbe transferred by way of amalgamation of ASCPL andGESCPL with and into Gati. Consequently, equity sharesof GESCPL held by Gati and equity shares along withpreference shares of ASCPL held by Allcargo will becancelled (hereinafter referred to as ("Amalgamation 1"),Subsequently, new equity shares and preference shareswill be issued and allotted to the shareholders of ASCPL,and new equity shares will be issued and allotted to theshareholders of GESCPL; and
c. Post Amalgamation 1, Gati will be amalgamated with andinto Allcargo. Consequently, equity shares of Gati heldby Allcargo will be cancelled. Simultaneously, Allcargowill issue new equity shares to the shareholders of Gatiand the same shall be listed on the Stock Exchanges(hereinafter referred to as ("Amalgamation 2").
The Company has filed the Composite Scheme with BSELimited ("BSE") and National Stock Exchange of India Limited("NSE") on January 12, 2024. The Scheme was approved by theshareholders of the Company at the NCLT convened GeneralMeeting held on February 18, 2025. Further the petition forapproval of the Composite Scheme has been admitted bythe Hon'ble National Company Law Tribunal and the same ispending to be disposed of.
Foreign subsidiaries
On May 21, 2024, ECU Worldwide N.V., subsidiary of theCompany, acquired 25% stake in Fair Trade for a considerationof EUR 2.9 million and thereby holds 100% stake in Fair Trade.On October 01, 2024, Ecuhold N.V., subsidiary of the Company,acquired 25% stake in ECU Worldwide (Japan) Limited for aconsideration of USD $ 550,000. Pursuant to this acquisition,Ecuhold N.V. holds 90% stake in ECU Worldwide (Japan)Limited.
On October 01, 2024, the Company approved sale of its9,12,00,000 Equity Shares (7.60%) of Haryana Orbital RailCorporation Limited held by the Company to Allcargo TerminalsLimited, Promoter Group Company, for total consideration ofRs. 115 crores.
Further on January 23, 2025 Ecuhold N.V. acquired 23.50%stake in Ecu-Line Abu Dhabi LLC for a consideration of AED500,000 and therefore holds 99% stake in Ecu-Line Abu DhabiLLC.
The Company continued to provide integrated logistics servicesto its customers and hence, there was no change in the natureof business or operations of the Company, which materiallyimpacted the financial position of the Company during the yearunder review.
There are no material changes and commitments which affectthe financial position of the Company, subsequent to close ofFY2024-25 till the date of this Report.
During the year under review, no significant and material ordershas been passed by any regulator or court or tribunal whichwould impact going concern status of the Company and itsfuture operations.
The Company continues to have credit rating which denoteshigh degree of safety regarding timely servicing of financialobligation. The Company has received the following creditratings for its long term and short term Bank/FinancialInstitution Loan facilities and Non-Convertible Debentures fromvarious rating agencies:
Sr.
No.
Instrument
Existing Rating
Revised Rating
1.
Bank Loan Facilities Rated
1a.
Long TermRating (ForRs. 875Crores BankFacilities)
CRISIL AA/Watch Negative(Rating Watchwith NegativeImplications)
CRISIL AA-/Watch Negative(Downgradedfrom 'CRISIL AA';Continues on'Rating Watchwith NegativeImplications')
1b.
Long TermRating(For Rs.200 CroresAxis BankFacilities)
CRISIL AA-/Watch Developing(Rating Watchwith DevelopingImplication)(Reaffirmed)
CRISIL AA-/Watch Developing(Continues on'Rating Watchwith DevelopingImplications')
1c.
Short TermRating BankFacilities
CRISIL A1 /Watch Negative(Rating Watchwith NegativeImplications)
CRISIL A1 /Watch Negative(Continues on'Rating Watchwith NegativeImplications')
2.
Non- Convertible Debentures Rated
Non¬
Convertible
Debentures
CRISIL AA/(Rating Watchwith NegativeImplications)
Rating
Rating Action
1
Non-Convertible
CARE AA-(RWN)
Downgradedfrom CARE AA;Continues to beon Rating Watchwith NegativeImplications
2
Commercial
Paper
CARE A1 (RWN)
Continues to beon Rating Watchwith NegativeImplications
During the year under review, the Company has not acceptedany deposits from the public falling within the meaning ofSections 73 and 76 of the Act and the Rules framed thereunder.
During the year under review, there was no change inAuthorized, Issued, Subscribed and Paid-up Share Capital ofthe Company.
As at March 31, 2025, the Authorized Share Capital of theCompany is ? 200,00,00,000/- divided into 100,00,00,000 EquityShares of ? 2/- each.
Issued, Subscribed and Paid-up Share Capital of the Companyas at March 31, 2025, is ?/- 1,96,55,64,192 divided into98,27,82,096 equity shares of ? 2/- each.
The Company is committed to maintain the highest standardsof Corporate Governance and adhere to the CorporateGovernance requirements set out by the Securities andExchange Board of India ("SEBI").
A separate section on the Corporate Governance together withrequisite certificate obtained from the Practicing CompanySecretary, confirming compliance with the provisions ofCorporate Governance as stipulated in Regulation 34 readalong with Schedule V of the Listing Regulations, is included inthe Annual Report.
During the year under review, 7 (seven) Board meetings wereconvened and held, the details of which are provided in the'Corporate Governance Report.
As required under the act, and the listing regulations, thecompany has constituted the following statutory committees:
• Audit Committee
• Nomination And Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility & SustainabilityCommittee
The details of the composition of the Committees, meetingsheld, attendance of Committee members at such meetingsand other relevant details are provided in the 'CorporateGovernance Report.'
During the year under review, there is no instance of non¬acceptance of any recommendation of the Audit Committee ofthe Company by the Board of Directors.
DIRECTORSAppointment of Directors
Based on the recommendation of the Governance andNomination & Remuneration Committee ("GNRC") andin accordance with provisions of the Act and the ListingRegulations, Mr. Nilesh Vikamsey (DIN: 00031213) was re¬appointed as a Non-Executive Independent Director of theCompany for a second term of one year commencing from June30, 2024 to June 29, 2025 vide Special Resolution passed at the31st AGM of the Company.
In the opinion of the Board, the above Directors appointedduring the year have integrity, relevant expertise andexperience (including proficiency) to act as an IndependentDirector of the Company.
Appointment of Director, liable to retire by rotation.
In accordance with Section 152 of the Act and the Articlesof Association of the Company, Mr. Adarsh Hegde(DIN:00035040) Managing Director of the Company, retires byrotation at ensuing AGM and being eligible, offers himself forre-appointment.
Attention of the members is invited to the relevant items in theNotice of the 32nd AGM and the explanatory statements thereto.
Declaration from Independent Directors
The Company has received declarations from all IndependentDirectors confirming that they meet the criteria ofindependence as prescribed under Section 149(6) and (7) of theAct and Regulations 16 and 25 of the Listing Regulations. Therehas been no change in the circumstances affecting their statusas Independent Directors of the Company.
The Company has received confirmation from the IndependentDirectors regarding their registration in the IndependentDirectors databank maintained by the Indian Institute ofCorporate Affairs.
BOARD EVALUATION
Pursuant to Sections 134 and 178 of the Companies Act, 2013and Regulations 17 and 19 of the Listing Regulations, GNRChas set the criteria for performance evaluation of the Board, itsCommittees, individual Directors including the Chairman of theCompany and the same are given in detail in the 'CorporateGovernance Report'
Based on the criteria set by GNRC, the Board has carried outannual evaluation of its own performance, its Committeesand individual Directors for FY2024-25. The questionnaireson performance evaluation were prepared in line with theGuidance Note on Board Evaluation issued by SEBI asamended from time to time. An online platform has beenprovided to each Director for their feedback and evaluation.
The parameters for performance evaluation of the Boardincludes the roles and responsibilities of the Board, timelinessfor circulating the board papers, content and the quality ofinformation provided to the Board, attention to the Company'slong term strategic issues, risk management, overseeing andguiding major plans of action, acquisitions etc.
The Company had following KMPs as at March 31, 2025:
- Mr Shashi Kiran Shetty, Founder & Chairman;
- Mr Adarsh Hegde, Managing Director;
- Mr Deepal Shah, Chief Financial Officer (CFO);
- Mr Ravi Jakhar, Director Strategy; &
- Ms Swati Singh, Company Secretary & Compliance Officer
Mr. Deepal Shah ceased to be the CFO with effect from May14, 2025 and Mr. Ravi Jakhar was assigned the role of CFO inaddition to Director Strategy, with effect from May 17, 2025.
GNRC has framed a policy on Directors, KMP and otherSenior Management Personnel appointment and remunerationincluding criteria for determining qualifications, positiveattributes, independence of a Director and other relatedmatters in accordance with Section 178 of the Act andthe Rules framed thereunder and Regulation 19 of theListing Regulations. The criteria as aforesaid is given in the'Corporate Governance Report; The Remuneration Policy ofthe Company has been hosted on the Company's websitehttps://www.allcargologistics.com/investors/investorservices/corporatepolicies.
The Company has adopted a Whistleblower Policy andestablished the necessary Vigil Mechanism, which is in linewith the Regulation 22 of the Listing Regulations and Section177 of the Act. According to the Policy, the Whistleblower canraise concerns relating to Reportable Matters (as defined inthe Policy) such as unethical behaviour, breach of Code ofConduct or Ethics Policy, actual or suspected fraud, any othermalpractice, impropriety or wrongdoings, illegality, non¬compliance of legal and regulatory requirements, retaliationagainst the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Informationof the Company, etc. Further, the mechanism adopted by theCompany encourages the Whistleblower to report genuineconcerns or grievances to the Audit Committee and providesfor adequate safeguards against the victimization ofWhistle blower, who avail of such mechanism and providesfor direct access to the Chairman of the Audit Committee,in appropriate or exceptional cases. The Audit Committeeoversees the functioning of the same.
The Whistleblower Policy is hosted on the Company's website
https://www.allcargologistics.com/investors/investorservices/
corporatepolicies.
During the year under review, the Company investigated andresolved complaints received through Vigil Mechanism. TheAudit Committee reviews reports made under this policyand implements corrective actions, wherever necessary. It isaffirmed that no personnel of the Company has been deniedaccess to the Chairman of the Audit Committee.
Our ability to accomplish sustainable business growth, securethe company's assets, protect shareholder investments, ensure
compliance with relevant laws and regulations, and preventsignificant surprises of risks is made possible by implementingeffective and appropriate risk management systems andstructures.
As Allcargo Group is a logistics company that providesintegrated business solutions for national and internationaltrade, warehousing, transportation, and handles different kindsof cargo, the company is exposed to inherent business risks.
To identify, evaluate, monitor, control, manage, minimize, andmitigate these risks, the Board of Directors has formulatedand implemented an Enterprise Risk Management Policy. TheEnterprise Risk Management Policy is intended to ensure thatan effective risk management framework is established andimplemented within the Company.
Setting up a robust organisational structure for theimplementation of risk management systems and structuresensures that they are effectively governed. The roles andresponsibilities defined for each group identified in theorganisational structure are governed in the Enterprise RiskManagement Policy, and the Risk Management, Finance,Strategy and Legal Committee oversees potential negativeimpacts from the risk management process. During thereporting period, the Risk Management, Finance, Strategy, andLegal Committee met four (4) times to discuss and review theCompany's risk management practices.
In order to ensure that we have a deep understanding ofour risk landscape and are better positioned to mitigate andprevent the same, we work towards making risk managementan integral part of the day-to-day operations of our businesses.All our employees are responsible for promoting sound riskmanagement methods in their respective fields and areactively engaged in risk management within their own areas ofresponsibility.
We have in place a broad risk management framework whichis formulated in line with the ISO 31000 Risk Management -Principles and Guidelines. The risks are identified, classified,and managed in a timely and accurate manner, and informationabout risks is escalated to all management levels so thatinformed decisions can be made. The below illustrationdepicts how the ISO 31000 are integrated into both our riskmanagement framework and the process adopted to managethe identified risks.
Under the guidance of the Board, the Head Internal Audit,
Risk Management & Compliance facilitates dedicated riskworkshops for each business vertical and key support function.In these workshops, risks are identified, assessed, analyzedand accepted or mitigated to an acceptable level within theorganization's risk appetite. The Risk Management, Finance,Strategy, and Legal Committee monitors the risk managementactivities of each business vertical and key support function. Italso ensures that fraud risk assessment is an integral part of theoverall risk assessment process.
The Board has laid down Internal Financial Controls andbelieves that same are commensurate with the nature and sizeof its business. Based on the framework of internal financialcontrols, work performed by the internal, statutory, and externalconsultants, including audit of internal financial controls over
financial reporting by the Statutory Auditors, and the reviewsperformed by the management, Audit Committee. The Boardis of the opinion that the Company's internal financial controlswere adequate and effective during FY2024-25 for ensuringthe orderly and efficient conduct of its business includingadherence to the Company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, theaccuracy and completeness of accounting records and timelypreparation of reliable financial disclosures.
The Company has an Internal Audit Charter specifying mission,scope of work, independence, accountability, responsibilityand authority of Internal Audit Department. The plan is aimedat evaluation of the efficacy and adequacy of internal controlsystems and compliance thereof, robustness of internalprocesses, policies and accounting procedures and compliancewith laws and regulations. The internal audit reports arereported to Audit Committee along with management response.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
Management Discussion and Analysis Report on the businessoutlook and performance review for the financial year endedMarch 31, 2025, as stipulated in Regulation 34 read withSchedule V of the Listing Regulations, is available as a separatesection which forms part of the Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITYREPORT
Pursuant to Regulation 34 of the Listing Regulations, theBusiness Responsibility initiatives taken on environmental,social and governance perspective, in the prescribed format isavailable as a separate section which forms part of the AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The brief outline of the Corporate Social Responsibility("CSR") Policy of the Company and initiatives undertaken bythe Company on CSR activities during the year are set out inAnnexure 1 of this Report in the format prescribed under theCompanies (Corporate Social Responsibility Policy) Rules, 2014as amended from time to time.
The CSR Policy is hosted on the Company's website https://
www.allcargologistics.com/investors/investorservices/
CONSOLIDATED FINANCIAL STATEMENTS
A statement containing the salient features of the FinancialStatements including the performance and financial position ofeach Subsidiaries, Joint Ventures and Associate Companies asper the provisions of the Act, is provided in the prescribed FormAOC-1 which is annexed as Annexure 2.
Pursuant to Section 129 of the Act and Regulation 33 of theListing Regulations, the attached Consolidated FinancialStatements of the Company and all its Subsidiaries, JointVentures and Associate Companies have been prepared inaccordance with the applicable Ind AS provisions.
The Company will make available the said Financial Statementsand related detailed information of the subsidiary companiesupon the request by any Member of the Company. Members
seeking inspection to inspect these Financial Statements cansend e-mail to investor.relations@allcargologistics.com
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURECOMPANIES
During the year under review, the following companies havebecome or ceased to be Subsidiaries, Joint Ventures and/orAssociates of the Company:
Name ofCompany
Relationship
Nature ofChange
Effective
Date
Flamingo Linedel Peru SA
WOS
Ceased
June 06,2024
Flamingo LineDel EcuadorS.A
January27, 2025
3.
Allcargo ULSTerminals Co.Ltd
Joint Venture
Acquired
August 29,2024
4.
CELM
Logistics SAde C V
December12, 2024
5.
ECU Line PeruSA
WOS-Wholly Owned Subsidiary
PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES
All related party transactions/contracts/arrangements thatwere entered into by the Company during the year underreview were on an arm's length basis and in the ordinarycourse of business and were in compliance with the applicableprovisions of the Act and the Listing Regulations. There are nomaterial significant related party transactions entered into bythe Company with its Promoters, Directors or KMP which mayhave a potential conflict with the interest of the Company atlarge.
All related party transactions were placed before the AuditCommittee for its approval and review on quarterly basis. Prioromnibus approval of the Audit Committee is obtained for thetransactions which are foreseen and of a repetitive nature. Thetransactions entered into with related parties are certified bythe Management and the Independent Chartered Accountantsstating that the same are in the ordinary course of business andat arm's length basis.
The Policy on materiality of Related Party Transactions and alsoon dealing with Related Party Transactions as approved by theBoard, from time to time, is hosted on the Company's websitehttps://www.allcargologistics.com/investors/investorservices/corporatepolicies
The details of related party transactions that were enteredduring FY2024-25 are given in the notes to the FinancialStatements as per Ind AS24, which forms part of the AnnualReport.
PARTICULARS OF LOANS, GUARANTEES,SECURITIES AND INVESTMENTS
The Company is engaged in the business of providingintegrated logistics services which falls under the infrastructural
facilities as categorized under Schedule VI of the Act. Hence,the provisions of Section 186 of the Act are not applicable to theCompany to the extent of loans given, guarantees or securitiesprovided or any investment made. However, as a goodgovernance practice of the Company, the details of loans given,guarantees and securities provided are annexed as Annexure3. Details of investments made are provided in the Notes to theFinancial Statements.
M/s S R Batliboi & Associates LLP, Chartered Accountants("SRBA"), were re-appointed as Statutory Auditors of theCompany by the Members at the 27th AGM held on September09,2020 to hold office upto the conclusion of 32nd AGM of theCompany to be held in the year 2025.
SRBA have under Sections 139 and 141 of the Act and Rulesframed thereunder confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company and furnisheda valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India as required underRegulation 33 of the Listing Regulations.
Further, the report of the Statutory Auditors along with thenotes on the Financial Statements is enclosed to this Report.The Auditors' Reports do not contain any qualification,reservation, adverse remarks, observations or disclaimer onStandalone and Consolidated Audited Financial Statements forthe financial year ended March 31, 2025.
The other observations made in the Auditors' Report are self¬explanatory and therefore do not call for any further comments.
There was no instance of fraud during the year under review,which was required by the Statutory Auditors to report to theAudit Committee and/or Board under Section 143(12) of the Actand Rules framed thereunder.
Attention of the members is invited to the relevant items in theNotice of the 32nd AGM and the explanatory statements theretorelated to appointment of Statutory Auditors post completion of32nd AGM of the Company.
Pursuant to Section 204 of the Act and Rules framedthereunder, the Company has appointed M/s Parikh &Associates, Company Secretaries in practice, to undertake theSecretarial Audit of the Company for FY2024-25. The Report ofSecretarial Auditor in Form MR-3 for FY2024-25 is annexed asAnnexure 4.
The Company has also obtained Secretarial ComplianceReport for FY2024-25 from M/s Parikh & Associates,
Company Secretaries in Practice in relation to compliance ofall applicable SEBI Regulations/circulars/ guidelines issuedthereunder, pursuant to requirement of Regulation 24A of theListing Regulations. The report is annexed as Annexure 5.
The Secretarial Audit Report does not contain any qualification,reservation, adverse remark or disclaimer and observationsmade in the Auditors' Report are self-explanatory and thereforedo not call for any further comments. No instance of fraud hasbeen reported by the Secretarial Auditor.
Attention of the members is invited to the relevant items in theNotice of the 32nd AGM and the explanatory statements theretorelated to re-appointment of Secretarial Auditors M/s Parikh &Associates, Company Secretaries for FY 2025-26 and thereafter.
The Company has devised proper systems to ensurecompliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretariesof India and that such systems are adequate and operatingefficiently.
The details pertaining to the transfer of unclaimed dividendamount and shares to the Investor Education and ProtectionFund (IEPF) have been provided in the 'Corporate GovernanceReport'
The details of employees' remuneration as required underSection 197(12) of the Act, read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014, is annexed as Annexure 6.
The statement containing particulars of employees as requiredunder Section 197(12) of the Act read with Rule 5(2) and (3) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 forms part of this Report. Further, interms of Section 136 of the Act, the Annual Report and theAudited Financial Statements are being sent to the Membersand others entitled thereto, excluding the aforesaid statement.The said statement is available for inspection by the Membersat the Registered Office of the Company during business hoursi.e. 11:00 a.m. to 2:00 p.m. on working days excluding Saturday's,Sunday's and public holidays up to the date of the AGM. If anyMember is interested in obtaining a copy thereof, such Membercan send e-mail to investor.relations@allcargologistics.com.
None of the employees who are posted and working in acountry outside India, not being Directors or their relatives,draw remuneration more than the limits prescribed under Rule5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.
During the year under review, none of Directors of theCompany has received any remuneration from the SubsidiaryCompanies except as disclosed in the report.
The Company is committed towards bringing Safety, Healthand Environment awareness among its employees. It alsobelieves in safety and health enrichment of its employeesand committed to provide a healthy and safe workplace forall its employees. Successfully managing Health and Safetyrisks is an essential component of our business strategy. TheCompany has identified Health and Safety risk arising from itsactivities and has put proper systems, processes and controlsmechanism i.e. Hazard Identification & Risk Assessment (HIRA)to mitigate them.
The Company has been taking various initiatives andparticipating in programs of safety and welfare measures toprotect its employees, equipment and other assets from anypossible loss and/or damages.
Also, Company is monitoring disclosures as per Global
Reporting Initiative 403, Occupational Health and Safety.
The following safety related measures are taken at various
locations:
• Fire and Safety drills are conducted for all employees,workers and security personnel and all Fire hydrants aremonitored strictly as the preparedness for emergency.
• Safety Awareness Campaign like Road Safety Week,National Safety Week, Fire Safety Week, Electrical SafetyWeek, Environment Day is held/ celebrated at all locationsto improve the awareness of Health, Safety & Environmentof employees.
• Each equipment is put through comprehensive QualityAudit and Testing to ensure strong compliance toMaintenance, Safety and Reliability aspects as perthe specifications by various Original EquipmentManufacturer. All vehicular equipment are mandatorilyensured with PUC. Fitness certificates are issued based onthe compliance of the safety norms.
• Regular training/skills to employees and contractualworkers to inculcate importance of safety amongstthem. Further, training on Hazardous Material (HAZMAT)handling and Terrorist Threat Awareness Training areprovided to all employees.
• Created checks and awareness among drivers aboutnegative impacts of consumption of restricted substanceslike alcohol, drugs, tobacco etc. and impact on theirfamilies.
• Accident prone routes identified and supervisors allocatedto have control over the vehicle movement.
• Occupational Health & Safety audits and Fire & ElectricalSafety audits are conducted by competent agencies atregular intervals.
• Fortnightly visit by Doctors to office for medicalcounselling of employees. Further, Medical Health check¬up of all employees are conducted at regular intervals.
• CCTV and Safety alarms are installed at major locations.
• Green initiatives are taken at various locations to protectthe environment.
• Oxygen and temperature checks were mandatory for allstaff members and visitors at all office locations (duringpandemic).
• Operations have been modified and optimized to adhereto social distancing requirements and work with minimalstaff on-site (during pandemic).
• All Locations undergo third party surveillance auditannually for Health, Safety and Environment as per ISO45001 requirements and Biannual Fire & Electrical Safetyaudits are conducted. All observations, Suggestions forimprovements during audit are implemented on prioritywith target dates.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings and Outgo asstipulated under Section 134(3)(m) of the Act and Rules framedthereunder, is annexed as Annexure 7.
DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Womenat the Workplace (Prevention, Prohibition and Redressal) Act,2013 (the "POSH Act"). The Internal Complaints Committee("ICC") redresses the complaint received regarding sexualharassment of women at workplace. All employees (permanent,contractual, temporary, trainees) are covered under this Policy.
Number of complaints of sexual harassment are as under:
FY 2024-25
FY 2023-24
Filed
during
the
year
Pendingresolutionat the endof the year
Sexual
Harassment
Nil
The Company conducts awareness sessions for all employeesand ICC members. Also new joinees are made aware about thesame during Induction.
The Company has submitted its Annual Report on the casesof sexual harassment at workplace to District Officer, Mumbai,pursuant to Section 21 of the POSH Act and Rules framedthereunder. and the required details are given in detail in the'Corporate Governance Report.'
A STATEMENT BY THE COMPANY WITH RESPECT TOTHE COMPLIANCE OF THE PROVISIONS RELATINGTO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies(Accounts) Rules, 2014, the Board of Directors hereby statesthat the Company has duly complied with all applicableprovisions of the Maternity Benefit Act, 1961. The Companyremains committed to providing a safe, supportive, andinclusive work environment for all women employees.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rules framedthereunder, an Annual Return is hosted on the website ofthe Company https://www.allcargologistics.com/investors/financials/downloads/annualreports
MAINTENANCE OF COST RECORDS
Pursuant to Section 148(1) of the Act and Rules framedthereunder related to maintenance of cost records is notapplicable to the Company being into service industry.
No application made or processing is pending against theCompany under the Insolvency and Bankruptcy Code, 2016during the year under the review.
There is no incidence of one-time settlement in respect of anyloan taken from Banks or Financial Institutions during the year.Hence, disclosure pertaining to difference between amount ofthe valuation done at the time of one-time settlement and thevaluation done while taking loan is not applicable.
The Board after diligently reviewing the responsibilities of theBoard of Directors, recognizing its significance in fostering aculture of ethical conduct, sound governance, and effectiverisk oversight in accordance with section 134(3)(c) read withsection 134(5) of the Act, which outlines the responsibilitiesof the Board of Directors with respect to financial statementsmay hereby recommend to Board for confirmation on Directors'responsibility statement as reproduced below:
Pursuant to Section 134(3)(c)read with Section 134(5) of theAct, the Board to the best of their knowledge and independentability confirm that -
(a) in the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures, if any;
(b) we have, in the selection of the accounting p, consultedthe Statutory Auditors and have applied them consistentlyand made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2024 and of theprofit for that period;
(c) we have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities;
(d) we have prepared the annual accounts on a going concernbasis;
(e) we have laid down internal financial controls to befollowed by the Company and that such financial controlsare adequate and were operating effectively.
(f) we have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Directors wish to place on record their appreciation for thecontinued co-operation and support extended to the Companyby government authorities, customers, vendors, regulators,banks, financial institutions, rating agencies, stock exchanges,depositories, auditors, legal advisors, consultants, businessassociates, members and other stakeholders during the year.The Directors also convey their appreciation to employees at alllevels for their contribution, dedicated services and confidencein the management.
Shashi Kiran ShettyFounder & ChairmanDIN: 00012754
Place: MumbaiDate: May 24, 2025