BOARD'S REPORT

To,

The Member of
Allcargo Terminals Limited

(Formerly known as Allcargo Terminals Private Limited)

The Directors present their Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31,
2023

FINANCIAL HIGHLIGHTS

Pursuant to the provisions of the Companies Act, 2013 (the "Act"),
the Financial Statements of the Company for the period ended
March 31, 2023 have been prepared in accordance with the Indian
Accounting Standards ("Ind AS") notified under the Companies
(Indian Accounting Standards) Rules, 2015 as amended from
time to time.

Pursuant to Scheme of Arrangement and Demerger between
Allcargo Logistics Limited ("Demerged Company"), Allcargo
Terminals Limited ("Resulting Company 1"/ "ATL"/ the "Company")
and TransIndia Real Estate Limited (Formerly known as TransIndia
Realty & Logistics Parks Limited) ("Resulting Company 2"/ "TREL")
and their respective shareholders (the "Scheme"), Container
Freight Station ("CFS")/ Inland Container Depots ("ICD") business
of the demerged Company was transferred to the Company
from the Appointed Date i.e. April 01, 2022.

DIVIDEND

During the year under review, the Board of the Company in its
meeting held on July 05, 2023, has recommended the Final
Dividend of '0.50 (Fifty Paise Only) per equity share of face value
of '2/- each (i.e. 25%) for the financial year ended March 31,
2023, subject to approval of the Shareholders of the Company in
Annual General Meeting ("AGM").

The 'Dividend Distribution Policy' in accordance with Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("the Listing Regulations") has been hosted on the Company's

website https://www.allcargoterminals.com/corporate-
policies/.

TRANSFER TO RESERVE

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

PERFORMANCE REVIEW

Prior to the Scheme, the revenue from operation of the Company
was nil for the financial year ended March 31, 2022. Pursuant to
the Scheme becoming effective from April 01, 2023 the CFS/ ICD
businesses of the demerged Company has been transferred to
the Company from the Appointed Date i.e. April 01, 2022.

Pursuant to the transfer of aforesaid business, the Company is
now engaging in the business of CFS / ICD and performance
review for the financial year ended March 31, 2023 is given below.

Consolidated:

The revenue from operations was '70,570.87 Lakhs. The Business
Earnings before Interest, Depreciation, Tax and Amortization
("EBIDTA") stood at '15,491.23 Lakhs. The Profit for the year was
'5,879.35 Lakhs.

Consolidated Cash Flow:

The Cash flows from operations was '12,490.12 Lakhs. Spend on
capex was '1,130.51 Lakhs. The borrowing was '3,204.92 Lakhs.
Cash and bank balances including investment in mutual funds
was '2,245.46 Lakhs. The Net Debt to Equity was 0.15 times.

Standalone:

The revenue from operations was '46,850.95 Lakhs. The Business
Earnings before Interest, Depreciation, Tax and Amortization
("EBIDTA") was '14,521.43 Lakhs. The Profit for the year was
'6,133.37 Lakhs.

Standalone Cash Flow:

The Cash flows from operations were '10,864.58 Lakhs. Spend on
capex was '1,033.82 Lakhs. The borrowing was '3,194.54 Lakhs.
Cash and bank balances including investment in mutual funds
was '962.57 Lakhs. The Net Debt to Equity was 0.18 times.

BUSINESS OVERVIEW

Allcargo Terminals is the leading CFS-ICD operator in the country
and offers one of India's widest networks. The Company operates
an asset light business model and its core business comprises
of Container Freight Stations (CFS) and Inland Container Depots
(ICD). We operate 7 CFS and ICD facilities in India, of which 4 are
fully owned and 3 are through subsidiaries and Joint Ventures.
The company has the privilege of being the market leader in
JNPT and Mundra, and is among the top three CFSs in Kolkata
and Chennai.

As an extension of the port infrastructure, CFSs and ICDs also offer
services like Customs inspection/clearance, Stuffing/Destuffing,
Weighment and storage, among others. CFS-ICD facilities are a
vital cog in the EXIM supply chain of the country. The Company
has strategically created its presence in CFS at key Container
Terminals of the Country viz. JNPT- Mumbai, Chennai, Mundra
and Kolkata, which drive around 80 percent of India's container
traffic. We are also well placed to capture the ICD opportunity
driven by the development and forward strides in Dedicated
Freight Corridors (DFC).

At the core of the business lies our strong customer connect,
reliable stakeholder management, robust systems and
processes that are lean and agile making us a premier CFS
service provider in the Country. The Company's business model
has unique synergies with our Group companies - through ECU
Worldwide globally and domestic presence through Contract
Logistics (ASCPL) and Gati. For seamless services, Allcargo
Terminals offers online submission of import & export documents,
online invoice and online payment, new generation RFID system
for track & trace of containers and E-Tariff module. In line with the
India's digital thrust and Allcargo Group's Digital First strategy,
our "myCFS" portal provides end-to-end CFS services in just a
few clicks. With "myCFS" customers can enhance efficiencies
with online facilitation of service requests, quick upload and
retrieval of documents as well as access to current and archived
reports. The portal also gives access to contact-less services
from the comfort of your home or office.

In line with our values for protecting our environment and
encouraging sustainable practices, we have installed Solar Power
plant of 1000 KW at our facilities. In addition, we also undertake
tree plantation drives, discourage use of single use plastic wares,
and adopt usage of best in class energy efficient infrastructure.
The CFS facilities adhere to highest levels of safety and quality
and are fortified by well-trained and experienced professionals,
as well as regular process audits. The pan-India CFS network
is backed by safety and security standards that include GSV
(C-TPAT - compliant), ISO and OHSAS accreditations.

STATE OF COMPANY'S AFFAIRS

The Scheme of Arrangement and Demerger between Allcargo
Logistics Limited ("Demerged Company"), Allcargo Terminals
Limited ("Resulting Company l"/"ATL"/the "Company") and
TransIndia Real Estate Limited (Formerly known as TransIndia
Realty & Logistics Parks Limited) ("Resulting Company
2"/"TREL") and their respective shareholders (the "Scheme").

The Board of Directors of the Company at its meeting held on
December 23, 2021 had approved the Scheme under Sections
230 to 232 and other applicable provisions of the Companies
Act, 2013 (the "Act"), pursuant to the Scheme;

• Container Freight Station ("CFS") / Inland Container Depots
("ICD") business divisions of the demerged Company were
transferred to the Company and

• Engineering and Equipment Leasing and Hiring Solutions,
Logistics Park, Warehousing, Real Estate Development
and Leasing Activities of the demerged Company were
transferred to TREL.

The Hon'ble National Company Law Tribunal, Mumbai Bench
("NCLT") vide its order dated January 05, 2023 (the "Order"),
had approved the Scheme which became effective from April
01, 2023. Pursuant to the said order all the Assets and Liabilities
of CFS/ ICD business Divisions of the demerged Company
becomes Assets and Liabilities of the Company with effect from
the Appointed Date i.e. April 01, 2022.

Listing of Shares

The Company had received In-principle approval for listing
of 24,56,95,524 equity shares of '2/- each from BSE Limited
("BSE") on June 05, 2023 and National Stock Exchange of India
Limited ("NSE") on June 08, 2023. Further the equity shares of
the Company were listed and admitted for trading on BSE and
NSE with effect from August 10, 2023 (BSE and NSE are collectively
known as "Stock Exchanges").

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the
financial position of the Company, subsequent to close of FY
2022-23 till the date of this Report.

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

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

CREDIT RATING

During the year under review, the Company has not taken any
Ratings from Credit Rating Agencies including for its subsidiary
and joint venture companies.

PUBLIC DEPOSITS

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

SHARE CAPITAL

During the year under review and subsequent to close of FY 2022¬
23 till the date of this Report the share capital of the Company
underwent the changes as mentioned below;

i. Subdivision of face value of equity shares

on March 01, 2023, one (01) equity share of face value from
' 10/- (Rupees Ten) each was subdivided into five (05)
equity shares of face value of '2/- (Rupees Two) each.

ii. Increase of Authorised Share Capital

on March 06, 2023, the Authorised Share Capital of the
Company was increased from '10,00,000/- (Rupees Ten
Lakhs) consisting of 5,00,000 (Five Lakhs) equity shares of
' 2/- (Rupees Two) each to '55,00,00,000/- (Rupees Fifty-
Five Crores) consisting of 27,50,00,000 (Twenty-Seven
Crores and Fifty Lakhs) equity shares of '2/- (Rupees Two)
each.

Accordingly, as on March 31, 2023, the Issued, Subscribed
and Paid-up Share Capital of the Company stood at ' 70/-
(Rupees Seventy) consisting of 35 (Thirty-Five) Equity
Shares of '2/- (Rupees Two) each

iii. Allotment of Equity Shares

on April 24, 2023, the Company has issued and allotted
24,56,95,524 (Twenty-Four Crores Fifty Six Lakhs Ninety Five

Thousand Five Hundred and Twenty Four) equity shares
of face value of '2/- (Rupees Two) each pursuant to the
Scheme to the Shareholders of the Demerged Company in
the ratio of one fully paid-up equity share of face value of
'2/- (Rupees Two) each of the Company for every one fully
paid-up equity share of face value of '2/- (Rupees Two)
each held in the Demerged Company as on Record Date i.e.
April 18, 2023.

Pursuant to aforesaid allotment, pre-scheme paid-up share
capital of '70/- (Rupees Seventy) consisting of 35 (Thirty-
Five) equity shares of '2/- (Rupees Two) were cancelled.

CORPORATE GOVERNANCE REPORT

During the year under review the Company was not listed on
the Stock Exchanges, hence the provisions of Listing Regulations
were not applicable to the Company for the FY2022-23.

The Company is in compliance with the requirements of
Corporate Governance norms as per the Listing Regulations,
post listing of equity shares of the Company on Stock Exchanges.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 8 (Eight) Board Meetings were
convened and held on May 23, 2022; August 08, 2022; November
01, 2022; January 23, 2023; February 01, 2023; February 03, 2023;
March 06, 2023 and March 31, 2023. Details of the Composition
of the Board, the number of Board Meetings attended and
attendance at the third AGM are as given below.

During the year under review there were no changes in the
Board of Directors of the Company and subsequent to close of
financial year FY2022-23 till the date of the Report following were
the changes in the Board of Directors as given below.

Appointment of Managing Director

Mr Suresh Kumar Ramiah (DIN:07019419) was appointed as
Managing Director of the Company for a tenure of 5 (five) years
with effect from April 01, 2023.

Further the Members of the Company vide Special Resolution
passed in the Extra-ordinary General Meeting ("EGM") held on
April 17, 2023 had approved the appointment of Mr Suresh Kumar
Ramiah as Managing Director.

Appointment of Independent Directors

In accordance with the provisions of the Act, Mr Mahendra Kumar
Chouhan (DIN:00187253), Mrs Radha Ahluwalia (DIN:00936412),
and Mr Prafulla Chhajed (DIN:03544734) were appointed as an
Additional Non-Executive Independent Directors of the Company
for a tenure of 3 (three) years with effect from April 15, 2023.

Further the Members of the Company vide Ordinary Resolution
passed in the EGM held on April 17, 2023 had approved the
appointment of aforesaid Non-Executive Independent Directors.

In the opinion of the Board, the above Directors appointed
have integrity, relevant expertise and experience (including
proficiency) to act as an Independent Directors of the Company.

Appointment of Non-Executive Non-Independent Directors

Mr Kaiwan Kalyaniwalla (DIN:00060776) and Mr Vaishnavkiran
Shashikiran Shetty (DIN:07077444) were appointed with effect from
April 15, 2023 as an additional Non-Executive Non-Independent
Directors of the Company, liable to retire by rotation.

Further the Members vide Ordinary Resolution passed in the
EGM held on April 17, 2023, had approved the appointment of
aforesaid Non-Executive Non-Independent Directors.

Resignation of Directors

Mr Shashi Kiran Shetty (DIN:00012754), Mrs Arathi Shetty
(DIN:00088374) and Mr Ravi Jakhar (diN:02188690) Non¬
Executive Non-Independent Directors of the Company, had
resigned from the board with effect from April 21, 2023.

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles
of Association of the Company Mr Suresh Kumar Ramiah
(DIN:07019419), Managing Director of the Company, retires by
rotation at the ensuing AGM and, being eligible, offers himself for
re-appointment.

Attention of the Members is invited to the relevant item in the
Notice of the 4^th AGM and the explanatory Statement thereto.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors appointed with effect from April 15, 2023, confirming
that they meet the criteria of independence as prescribed
under Section 149(6) and (7) of the Act and Regulations 16 and
25 of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of
the Company.

The Company has received confirmation from the Independent
Directors regarding their registration in the Independent Directors
databank maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review appointment of KMP was not
applicable to the Company. Subsequent to close of financial
year FY2022-23 till the date of the Report appointment and
resignation of KMPs of the Company are given below.

Appointment of KMP

• Mr Hardik Desai was appointed as Company Secretary of
the Company with effect from April 01, 2023;

• Mrs Poornima Sreedhar was appointed as Chief Financial
Officer of the Company with effect from April 01, 2023 and

• Mr Pritam Vartak was appointed as Chief Financial Officer of
the Company with effect from July 06, 2023.

Resignation of KMP

Mrs Poornima Sreedhar has resigned from the position of Chief
Financial Officer of the Company with effect from close of
business hours on July 05, 2023.

COMMITTEES OF THE BOARD

During the year under review the Company was not required to
constitute the Committees of the Board of Directors. Subsequent
to close of financial year FY2022-23 till the date of the Report
the following Statutory Committees were constituted with effect
from April 15, 2023.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee
1. AUDIT COMMITTEE

The Audit Committee is comprised of 3 (three) Directors
of which 2 (two) are Independent Directors and 1 (one)
Managing Director of the Company. All the members
are well versed with finance, accounts, corporate laws
and general business practices. Mr Prafulla Chhajed, an
Independent Director is the Chairperson of the Committee.
He is a qualified Chartered Accountant, possess expertise
in finance, administration and management. The
composition, terms of reference, role and power of the Audit
Committee are in line with the Listing Regulations and the
Act. The Committee acts as a link between the Statutory
and Internal Auditors and the Board of the Company. The
Company Secretary of the Company acts as Secretary to
the Committee.

Composition of the Committee

Terms of Reference:

i. Recommend the appointment, remuneration and
terms of appointment of auditors of the Company.

ii. Review and monitor the auditors' independence and
performance and effectiveness of the audit process
with the management.

iii. Examine the financial statement and the auditors'
report thereon.

iv. Approve transactions of the Company with related
parties (including omnibus approval) and any
subsequent modification thereof.

v. Review and approve the related party transactions.

vi. Make recommendation to the Board, in case of
transactions, other than transactions referred to in
Section 188 of the Act entered with, other than Wholly
owned Subsidiary Company and where Committee
does not approve the same.

vii. Ratify the transactions for an amount as specified
in Section 177 of the Act, entered into by a Director or
officer of the Company, if not, approved by the Audit
Committee within three months from the date of the
transaction.

viii. Scrutinize inter-corporate loans and investments.

ix. Valuation of undertakings or assets of the Company,
wherever it is necessary.

x. Evaluate internal financial controls and risk
management systems.

xi. Review/monitor with the management, the statement
of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice
and the report submitted by the monitoring agency,
monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations
to the Board to take up steps in this matter.

xii. Call for the comments of the auditors about internal
control systems, the scope of audit, including the
observations of the auditors and review of the financial
statements before their submission to the Board and
discuss any related issues with internal and statutory
auditors and management of the Company.

xiii. Act in accordance with the terms of reference specified
in writing by the Board.

xiv. Review with the management, the quarterly, half yearly
and annual financial statements/results and Limited
review report/auditor's report thereon (both standalone
and consolidated) before submission to the Board for
approval, with particular reference to:

- Matters required to be included in the Directors'
Responsibility Statement under Section 134(3) (c)
of the Act.

- Changes, if any, in accounting policies and
practices and reasons for the same.

- Major accounting entries involving estimates based
on the exercise of judgment by management.

- Significant adjustments made in the financial
statements arising out of audit findings.

- Compliance with legal requirements relating to
financial statements.

- Disclosure of any related party transactions and

- Modified opinion/Qualifications in the draft audit
report.

xv. Review the adequacy of internal audit function, if
any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure coverage
and frequency of internal audit.

xvi. Discuss with internal auditors any significant findings
and follow up there on.

xvii. Review the findings of any internal investigations by the
internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter
to the Board.

xviii. Discuss with statutory auditors, before the audit
commences about the nature and scope of audit and
post-audit, to ascertain any area of concern.

xix. Look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors.

xx. Review the functioning of the Whistle Blower
mechanism/Vigil Mechanism.

xxi. Approve the appointment of CFo (i.e., the whole¬
time Finance Director or any other person heading
the finance function or discharging that function)
after assessing the qualifications, experience and
background, etc. of the candidate.

xxii. Have oversight of the Company's financial reporting
process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient
and credible.

xxiii. Review of internal controls for financial reporting and
review of significant changes in internal control over
financial reporting.

xxiv. Approve payment to statutory auditors for any other
services rendered by the statutory auditors.

xxv. Review utilization of loans and/or advances from/
investment by the Company in the Subsidiary
Company exceeding '100 crore or 10% of the asset size
of the Subsidiary, whichever is higher including existing
loans/ advance/investments.

xxvi. Consider and comment on rationale, cost- benefits
and impact of schemes involving merger, demerger,
amalgamation etc., on the company and its
shareholders.

xxvii. Review and note the Compliance Certificate furnished
by CEo and CFo on annual and quarterly financial
statements and cash flow statements on standalone
and consolidated basis.

xxviii. Carry out any other function as is mentioned in the
terms of reference of the Audit Committee.

xxix. Review compliance with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time at least once in a financial
year and verify that the systems for internal control are
adequate and are operating effectively.

xxx. Review, investigate and recommend to the Board the
complaints received under the Policy and Procedure
for inquiry in case of leak of Unpublished Price Sensitive
Information or suspected leak of Unpublished Price
Sensitive Information.

xxxi. Review with the management, performance of
statutory and internal auditors and adequacy of the
internal control systems.

xxxii. Review the Company's Financial Policies.

xxxiii. Consider requests from Treasury for deviations from
Investment Policy and amendments thereto.

xxxiv. Select, engage and approve fees for professional
advisors/consultants that the Committee may require
to carry out their duties.

xxxv. The Audit Committee shall mandatorily review:

- Management discussion and analysis of financial
condition and results of operations.

- Management letters/letters of internal control
weaknesses issued by the statutory auditors.

- Internal audit reports relating to internal control
weaknesses.

- The appointment, removal and terms of
remuneration of the Chief Internal Auditor shall be
subject to review by the Audit Committee.

- Statement of Deviations: Quarterly, annually
including report of monitoring agency.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") is
comprised of 3 (three) Non-executive Directors, of which
2 (two) are Independent Directors and 1 (one) is Non¬
executive Director of the Company. Mrs Radha Ahluwalia, an
Independent Director, is the Chairperson of the Committee.
The composition and role of the NRC are in line with the
Listing Regulations and the Act. The Company Secretary of
the Company acts as Secretary to the Committee.

Composition of the Committee

Terms of Reference:

a) Identify persons who are qualified to become Directors
of the Company and who may be appointed in
senior management (one level below the Board), key
managerial personnel in accordance with the criteria
laid down, recommend to the Board their appointment
and removal.

b) Formulate criteria for evaluation of Independent
Directors in the Board, recommend to the Board the

process of Board Evaluation either (a) through in¬
house anonymous peer-to-peer evaluation process by
the Board members or (b) through an external expert.
In addition thereto, the performance evaluation of
Independent Directors will be required to be done by
the entire Board excluding the Director being evaluated.

c) While appointing an Independent Director, the
Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the
basis of such evaluation, prepare a description of
the role and capabilities required of an independent
director. The Person recommended to the Board for
appointment as an independent director shall have
the capabilities identified in such description. For
the purpose of identifying suitable candidates, the
Committee may:

- use the services of an external agencies, if required;

- consider candidates from a wide range of
backgrounds, having due regard to diversity; and

- consider the time commitments of the candidates.

d) Recommend to the Board whether to extend or continue
the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of
Independent Directors.

e) Devise a policy on Board Diversity.

f) Formulate the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial
Personnel and other employees.

g) Assist the Board in formulating succession plan for
the Board and Senior Management and provide an
effective oversight in respect of succession planning.

h) Assist the Board in setting process for Board evaluation.

i) Recommending to the Board remuneration payable to
senior management.

j) Select, engage and approve fees for professional
advisors that the Committee may require to carry out
their duties.

k) Review the functioning of Nomination and Remuneration
Policy.

l) Oversee various aspects, compliances as mentioned in
the term of references and carry out any other function
as is mandated by the Board from time to time and/or
enforced by any statutory notification, amendment or
modification as may be applicable.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee ("SRC") is
comprised of 3 (three) Directors, of which 2 (two) are
Independent Directors and 1 (one) is Managing Director
of the Company. Mr Mahendra Kumar Chouhan, an
Independent Director, is the Chairperson of the Committee.
The composition and role of the SRC are in line with the
Listing Regulations and the Act. The Company Secretary of
the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. Name of the Committee

Category

No. Committee Member Position

1. Mr Mahendra Kumar Independent Chairperson

Chouhan Director

2. Mr Prafulla Chhajed Independent Member

Director

3. Mr Suresh Kumar Managing Member

Ramiah Director

Terms of Reference:

a. Consider and approve request received for transfers/
transmissions of securities of the Company, issue of
duplicate certificates, re-mat/demat of securities, issue
of shares lying in the Unclaimed Suspense Account etc.

b. Consider and redress grievances of the shareholders/
investors relating to transfer/transmission/demat/
remat of securities, Notice of general meetings, non¬
receipt of Annual Report, security certificates, dividend,
interest, refund orders and any other corporate benefits
etc.

c. Review and monitor compliances under the SEBI (Listing
obligations and Disclosure Requirements) Regulations,
2015 and its amendment from time to time, pertaining
to Investor grievance and transfer & transmission and
shareholding pattern.

d. Select, engage and approve fees for professional
advisors that the Committee may require to carry out
their duties.

e. Review of measures taken for effective exercise of
voting rights by shareholders.

f. Review of adherence to the service standards adopted
by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent.

g. Review of the various measures and initiatives taken by
the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the
shareholders of the Company.

h. oversee various aspects of interest of shareholders,
debenture holders and other security holders and carry
out any other function as is mandated by the Board
from time to time and/or enforced by any statutory
notification, amendment or modification as may be
applicable.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility ("CSR") Committee
is comprised of 3 (three) Directors, of which 1 (one)
is Independent Director, 1 (one) Non-executive Non¬
Independent Director and 1 (one) Managing Director of the
Company. The composition and role of the CSR Committee
are in line with the relevant provisions of the Act and
Rules framed thereunder. The Company Secretary of the
Company acts as Secretary to the Committee.

Composition of the Committee

Terms of Reference

a. Formulate and recommend to the Board, a Corporate
Social Responsibility ("CSR") Policy which shall indicate
the activities to be undertaken by the Company as
specified in Schedule VII of the Act.

b. Formulate and recommend to the Board, an annual
action plan which shall include the list of CSR Projects
or Programmes that are approved to be undertaken
in the areas or subjects as specified in Schedule VII
of the Act, the manner of execution of such projects
or programmes, the modalities of utilisation of funds
and implementation schedules for the projects or
programmes, monitoring and reporting mechanism
for the projects or programmes, details of need and
impact assessment, if any, for the projects undertaken
by the company and recommend any alteration in
such annual action plan.

c. Recommend the amount of expenditure to be incurred
on the CSR activities as per limits prescribed under the
Act.

d. Review the CSR projects and program or activities
undertaken by the Company and recommend suitable
changes as deem fit or necessary.

e. Institute a transparent monitoring mechanism for
implementation of the CSR projects or programs or
activities undertaken by the Company.

f. Carry out such other functions as may be entrusted by
the Board or which may be required to be undertaken
pursuant to any regulatory or statutory requirements/
stipulations prescribed from time to time.

g. Select, engage and approve fees for professional
advisors/consultants that the Committee may require
to carry out their duties.

h. oversee various aspects, compliances in respect of
CSR expenditure and carry out any other function as
is mandated by the Board from time to time and/or
enforced by any statutory notification, amendment or
modification as may be applicable.

i. To review the impact of the assessment study of the
CSR Projects every 2-3 years.

BOARD EVALUATION

During the year under review, the Board carried out annual
evaluation of its own performance and individual Director for
FY2022-23.

The parameters for performance evaluation of the Board
includes the roles and responsibilities of the Board, timeliness
for circulating the board papers, content and the quality of
information provided to the Board, attention to the Company's
long term strategic issues, risk management, overseeing and
guiding major plans of action, acquisitions, etc.

The performance of the Board and individual Director was
evaluated by the Board seeking inputs from all the Directors.

The Board of Directors expressed their satisfaction towards
the process followed by the Company for evaluating the
performance of the Directors and the Board.

NOMINATION AND REMUNERATION POLICY

During the year under review adoption of Nomination and
Remuneration Policy was not required. Further, the Board of the
Company had framed and adopted a policy on Directors, KMP
and other Senior Management Personnel appointment and
remuneration including criteria for determining qualifications,
positive attributes, Independence of a Director and other related
matters effective from April 01, 2023 in accordance with Section
178 of the Act and the Rules framed thereunder and Listing
Regulations. The Nomination and Remuneration Policy of the
Company is hosted on the Company's website https://www.
allcargoterminals.com/corporate-policies/.

WHISTLE BLOWER POLICY

During the year under review adoption of Whistle Blower
Policy was not required. Further, the Board of the Company
had adopted a Whistle Blower Policy effective from July 05,
2023, and established the necessary Vigil Mechanism, which
is in line with the Listing Regulations and the Act. According to
the Policy, the Whistle Blower can raise concerns relating to
Reportable Matters such as unethical behaviour, breach of Code
of Conduct, actual or suspected fraud, any other malpractice,
impropriety or wrongdoings, illegality, non-compliance of legal
and regulatory requirements, retaliation against the Directors
& Employees and instances of leakage of/suspected leakage
of Unpublished Price Sensitive Information of the Company, etc.
Further, the mechanism adopted by the Company encourages
the Whistle Blower to report genuine concerns or grievances to
the Audit Committee and provides for adequate safeguards
against the victimization of Whistle Blower, who avail of such
mechanism and provides for direct access to the Chairman of
the Audit Committee, in appropriate or exceptional cases. The
Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company's website
https://www.allcargoterminals.com/corporate-policies/.

RISK MANAGEMENT

There are systems in place which helps to identify, evaluate,
monitor, control, manage, minimize and mitigate identifiable
business risks.

The purpose of risk management is to achieve sustainable
business growth, protect Company assets, safeguard
shareholder investments, ensure compliance with applicable
laws and regulations and avoid major surprises of risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition.
The Company's policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that
all transactions are authorized, recorded and reported correctly.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report ("MDA") on the
business outlook and performance review for the year ended
March 31, 2023, is not applicable. Further, the Company has
voluntarily adopted MDA Report for the year ended March 31,
2023, and the same is available as a separate section which
forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Section 135 of the Act, was not
applicable to the Company. Further, the Company had adopted
a Corporate Social Responsibility ("CSR") Policy as per the
provisions of the Act, effective from April 01, 2023.

The CSR Policy is hosted on the Company's Website https://www.
allcargoterminals.com/corporate-policies/.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial
Statements of its Subsidiary and Joint Venture Companies as
per the provisions of the Act, is provided in the prescribed Form
AOC-1 forms part of Consolidated Financial Statements, in
compliance with Section 129(3) and other applicable provisions,
if any, of the Act read with the Rules issued thereunder.

Pursuant to Section 129 of the Act the attached Consolidated
Financial Statements of the Company and all its Subsidiary and
Joint Venture Companies has been prepared in accordance
with the applicable Ind AS provisions.

In accordance with the provisions of the Act and applicable
Ind AS, the audited Consolidated Financial Statement of the
Company for the financial year 2022-23, together with the
Auditor's Report forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial
statements, including the Consolidated Financial Statement
and related information of the Company and the separate
financial statement of the subsidiary company, are available
on the Company's website at https://www.allcargoterminals.
com/investor-subsidiary-company/. Any member desirous of
inspecting or obtaining copies of the audited financial statement,
including the Consolidated Financial Statement may write to the
Company Secretary at investor.relations@allcargoterminals.
com.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

During the year under review, pursuant to the Scheme, with
effect from the Appointed Date i.e. April 01, 2022, the following
Companies have become Joint Ventures of the Company.

https://www.allcargoterminals.com/corporate-policies/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions/contracts/arrangements that
were entered into by the Company during the year under review
were on an arm's length basis and in the ordinary course of
business and were in compliance with the applicable provisions
of the Act. There are no material significant related party
transactions entered into by the Company with its Promoters or
Directors which may have a potential conflict with the interest of
the Company at large.

The CFS/ICD business was transferred to the Company by
Allcargo Logistics Limited from appointed date i.e. April 01, 2022,
as per the Scheme which was effective from April 01, 2023.
During the year under review all the related party transactions/
contracts/arrangements of the Company were entered by
Allcargo Logistics Limited on trust basis.

The disclosure of related party transactions as required under
Section 134(3) (c) of the Act in Form aoc-2 for financial year
ended March 31, 2022 is annexed as Annexure 1.

The details of related party transactions that were entered during
FY2022-23 are given in the notes to the Financial Statements as
per Ind AS24, which forms part of the Annual Report.

The Policy on materiality of Related Party Transactions and also
on dealing with Related Party Transactions as approved by the
Board, from time to time, is hosted on the on the Company's
website https://www.allcargoterminals.com/corporate-
policies/.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

The Company is engaged in the business of providing CFS/ICD
services and other related 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 the Company to the extent of loans given,
guarantees or securities provided or any investment made.
However, as a good governance practice of the Company,
the details of loans given, guarantees and securities provided
are annexed as Annexure 2. Details of investments made are
provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s C.C. Dangi & Associates, Chartered Accountants ("CCDA")
(Firm Registration No. 102105W) was appointed as the Statutory
Auditors of the Company for a term of 5 (five) years in its First
Annual General Meeting (the "AGM") held on November 30,
2020 to hold office until the conclusion of the Sixth AGM of the
Company.

CCDA had resigned as Statutory Auditors of the Company with
effect from April 07, 2023.

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants
("SRBA") (Firm Registration No. 101049W/E300004) was appointed
as Statutory Auditors of the Company by the Members at the
EGM held on April 17, 2023 till the conclusion of 4^th AGM to fill
casual vacancy caused due to the resignation of CCDA.

Further, the Audit Committee and Board has recommended
for re-appointment of SRBA as the Statutory Auditors of the
Company for a first term of four years from the conclusion of 4^th
AGM till the conclusion of the 8^th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes
on the Financial Statements is enclosed to this Report. The
Auditors' Reports do not contain any qualification, reservation,
adverse remarks, observations or disclaimer on Standalone and
Consolidated Audited Financial Statements for the year ended
March 31, 2023.

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 the
Board and/ or Central Government under Section 143(12) of the
Act and Rules made thereunder.

Secretarial Auditor

During the year under review, the appointment of Secretarial
Auditor was not applicable to Company.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

PARTICULARS OF EMPLOYEES:

During the year under review Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, was not applicable to the
Company.

There were no employees drawing remuneration more than the
limits prescribed in the Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Further, there were 239 permanent employees on the payroll of
the Company as on March 31, 2023 and Median Remuneration of
employees for FY 2022-23 was '5.26 Lakhs.

None of the employees who are posted and working in a
country outside India, not being Directors or their relatives, draw
remuneration more than the limits prescribed under Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and
Environment awareness among its employees. It also believes in
safety and health enrichment of its employees and committed
to provide a healthy and safe workplace for all its employees.
Successfully managing Health and Safety risks is an essential
component of our business strategy. The Company has
identified Health and Safety risk arising from its activities and
has put proper systems, processes and controls mechanism to
mitigate them.

The Company has been taking various initiatives and
participating in programs of safety and welfare measures to
protect its employees, equipment and other assets from any
possible loss and/or damages.

The following safety related measures are taken at various
locations:

• Fire and Safety drills are conducted for all employees and
security personnel and all Fire hydrants are monitored
strictly as the preparedness for emergency.

• Safety Awareness Campaign like Road Safety Week, National
Safety week, Fire Safety Week, Environment Day is held/
celebrated at major locations to improve the awareness of
Health, Safety & Environment of employees.

• Each equipment is put through comprehensive Quality Audit
and Testing to ensure strong compliance to Maintenance,
Safety and Reliability aspects as per the specifications by
various original Equipment Manufacturer. All equipments
are mandatorily ensured with PUC. Fitness certificates are
issued based on the compliance of the safety norms.

• Regular training/skills to staff and contractors to inculcate
importance of safety amongst them. Further, handling of
Hazardous Material training and Terrorist Threat Awareness
Training are provided to all employees.

• Created checks and awareness among drivers about
negatives of alcohol and drug consumptions and impact
on their families.

• Accident prone routes identified and supervisors allocated
to have control over the vehicle movement.

• Occupational Health & Safety audits and Fire & Electrical
Safety audits are conducted by competent agencies at
regular intervals.

• Fortnightly visit by Doctors to office for medical counselling
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 protect
the environment.

• Oxygen and temperature checks were mandatory for all
staff members and visitors at all office locations.

• Operations have been modified and optimized to adhere to
social distancing requirements and work with minimal staff
on-site.

• All Locations undergo third party surveillance audit annually
for Health, Safety and Environment and Biannual Fire &
Electrical Safety audits are conducted. All observations,
Suggestions for improvements during audit are
implemented on priority with target dates.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as stipulated
under Section 134(3)(m) of the Act and Rules framed thereunder,
is annexed as Annexure 3.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has approved and adopted Policy and Guidelines
for Prevention and Prohibition of Sexual Harassment at
Workplace in its Board meeting held on July 05, 2023 in line with
the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
"POSH Act"). All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

During the year under review, no complaints of sexual
harassment were received.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder,
an Annual Return is hosted on the website of the Company https://
www.allcargoterminals.com/investor-allcargo-terminals/.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder
related to maintenance of cost records is not applicable to the
Company.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the
Company under Insolvency and Bankruptcy Code, 2016 during
the year under review.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

There is no incidence of one-time settlement in respect of any
loan taken from Banks or Financial Institutions during the year.
Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the
valuation done while taking loan is not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act,
the Board to the best of their knowledge and ability confirm that-

a. that in the preparation of the Annual Accounts for the year
ended March 31, 2023, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any;

b. they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,
2023, and of the profit of the Company for the year ended on
that date;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going
concern basis;

e. they had laid down internal financial controls to be followed
by the Company and that such internal financial controls
are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for
the continued co-operation and support extended to the
Company by government authorities, customers, vendors,
regulators, banks, financial institutions, auditors, legal advisors,
consultants, business associates during the year. The Directors
also convey their appreciation for the contribution, dedication
and confidence in the management.

For and on behalf of the Board of Directors

Sd/- Sd/-

Suresh Kumar Ramiah Vaishnavkiran Shetty

Managing Director Non-Executive Director

DIN:07019419 DIN: 07077444

Date: August 21, 2023
Place: Mumbai