2.17. Provisions and Contingencies:
Provisions are recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Contingent liability is:
(a) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or
(b) a present obligation that arises from past events but is not recognized because;
- it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or
- the amount of the obligation cannot be measured with sufficient reliability.
The Company does not recognize a contingent liability but discloses its existence and other required disclosures in notes to the financial statements, unless the possibility of any outflow in settlement is remote.
2.18. Share based payments:
Equity- settled share-based payments to employees are measured at the fair value of the employee stock options at the grant date.
The fair value of option at the grant date is expensed over the vesting period in which the service conditions are fulfilled in employee benefits expense with a corresponding increase in equity as "Share Based Payment Reserve”. In case of forfeiture of unvested option, portion of amount already expensed is reversed. In a situation where the vested option forfeited or expires unexercised, the related balance standing to the credit of the "Share Based Payment Reserve” are transferred to the "General Reserve”. When the options are exercised, the Company issues new
fully paid up equity shares of the Company. The proceeds received and the related balance standing to credit of the Share Based Payment Reserve, are credited to equity share capital (nominal value) and Securities Premium.(Refer note :52)
2.19. Segment Reporting:
Segments are identified based on the manner in which the Chief Operating Decision Maker ('CODM’) decides about resource allocation and reviews performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire property and equipment and intangible assets other than goodwill.
2.20. Climate Related Matters:
The Company considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Company due to both physical and transition risks. Even though the Company believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions. Even though climate-related risks might not currently have a significant impact on measurement, the Company is closely monitoring relevant changes and developments, such as new climate-related legislation.
2.21. Earnings per share:
(i) Basic earnings per share
Basic earnings per share are calculated by dividing the net profit or loss before other comprehensive Income for the period attributable to equity shareholders of parent by the weighted average number of equity shares outstanding during the period.
(ii) Diluted earnings per share:
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
• The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
2.22. New and amended standards
The Ministry of Corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.
i. Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation
and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of Ind AS 117 does not have material impact on the Company’s separate financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
ii. Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendments do not have a material impact on the Company’s financial statements, as the company not have any sale and lease back transactions.
2.23. Significant accounting judgements, estimates and assumptions:
The preparation of the Company financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Some of the significant accounting judgement and estimates are given below
i) Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.
Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries. The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes
ii) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note 37 for further disclosures.
iii) Leases - Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of- use asset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay’, which requires estimation when no observable rates are available. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the credit rating).
iv) Property, plant and equipment
Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of the Company assets are determined by management at the time the asset is acquired and reviewed periodically, including at the end of each financial year. The lives are based on historical experience with similar assets.
18 Other Equity (contd)
A The description, nature, purpose and movement of each reserve under other equity are as follows:-
a) Securities Premium :
Securities premium represents the premium on issue of equity shares. The same can be utilised in accordance with the provisions of the Companies Act, 2013.
b) General Reserve:
General reserve is the retained earnings of the Company, which are kept aside out of the Company's profit to meet future obligations, if any.
c) Capital Reserve :
Capital Reserve includes amount received on allotment of convertible warrants was forfeited and transferred to Capital Reserve Account.
d) Tonnage Tax Reserve (Utilised):
This reserve is a statutory reserve which is created and will be utilized in accordance with the provisions of Section 115VT of Income tax Act 1961 to comply with the provisions of 'Tonnage Tax Scheme’ under Chapter XII-G.
e) Special Reserve:
The Hon’ble Andhra Pradesh High Court, approved the Scheme of Arrangement for amalgamation. ("The Scheme”) vide its Order dated March 19, 2013 which interalia, permits creation of a capital reserve to be called Special Reserve to which shall be credited excess of value of assets over value of liabilities on amalgamation of the subsidiaries amounting to ' 55,554 Lakhs to be utilized by the Company to adjust therefrom any capital losses arising from transfer of assets and certain other losses, any balance remaining in the Special Reserve shall be available for adjustment against any future permanent diminution in the value of assets and exceptional items etc. as specified in the Scheme as the Board of directors may deem fit.
f) Retained Earnings:
Retained earnings comprise of net accumulated profit/(loss) of the Company, after declaration of dividend.
g) Share based payment Reserve:
The share based payment reserve is used to record the value of equity-settled share based payment transactions with employees. The amount recorded in this reserve is transferred to securities premium upon exercise of stock appreciation rights by employees. The amount outstanding in the "Share based payment reserve" will be transferred to "General Reserve", when the options are lapsed / cancelled.
The Exceptional items (non-recurring) represents :
a) In January 2016, the Company had issued a Corporate Guarantee to IDFC Bank Limited ('IDFC’) on behalf of GI Hydro Private Limited (formerly GATI Infrastructure Private Limited ('GIPL’)). In FY 2017-18, the Company recorded a liability of ' 2,360 lakhs due to the invocation of the Corporate Guarantee by IDFC. Subsequently, IDFC assigned all rights, title, and interests in financial assistance of GIPL to Edelweiss Asset Reconstruction Company Limited ('Edelweiss’) under the SARFAESI Act, 2002.
During the Previous financial year, GIPL has raised funds by issuing bonds and repaid its debts to Edelweiss and thereby on January 12, 2024, Edelweiss has issued no-due certificate relinquishing the Corporate Guarantee issued by the Company. Accordingly, the Company has reassessed its exposure and reversed the liability of ' 2,360 lakhs. This has been treated as exceptional item (gain). Further the legal matters associated with this guarantee are disposed off during the Previous financial year.
b) Gati Import Export Trading Limited (GIETL), a wholly owned subsidiary of the Company, has discontinued its operations in FY 2021. Company’s investment in GIETL has been provided to extent of ' 192 lakhs as on March 31, 2025, out of this ' 4 lakhs was provided in financial year 2023-24 and further ' 5 lakhs is provided in the current financial year.
c) The Company has recorded a net gain of ' 555Lakhs from sale of its Non core Assets. Out of this, Net gain on sale of assets which are disclosed under "Assets held for Sale” in the previous year is ' 289 lakhs (March 31, 2024 - Gain ' 308 lakhs).
d) A loss on write off in Property, Plant and Equipment is on account of discardment of Property, Plant and Equipment which have outlived their useful life and those which are no longer required for business operations was Nil as on March 31, 2025 (March 31, 2024 - ' 1 lakhs).
e) During the financial year an impairment allowance of ' 193 lakhs has been provided in books on account of diminution in the fair value of Property, plant & Equipment (March 31, 2024 - ' Nil).”
A) Neera Children Trust ('NCT') Vs. Gati Limited. & 29 Ors. (NCLT 535 of 2019), NCLT Hyderabad
Neera Children Trust (NCT) has filed a case alleging oppression and mismanagement against Gati Limited, its promoters, and directors, with the case currently under the purview of the National Company Law Tribunal (NCLT) in Hyderabad. Various Interim Applications (IAs) have been submitted by different parties during the proceedings, addressing matters such as maintainability, waiver, the legality of postal ballots, shifting the registered office, and adding other respondents. In one significant development, Gati Limited filed an IA requesting the relocation of its registered office from Telangana to Maharashtra, which was granted by the NCLT on April 25, 2023.
As the litigation proceeds, Gati Limited's counter to the interim reliefs sought by NCT has been recorded.The case has seen six IAs filed by various parties, focusing on issues of maintainability, waiver, the legality of the postal ballot, the shifting of the head office, and the addition of other respondents. The Company’s counter to the interim reliefs sought by NCT has been taken on record. Post the final hearing on November 7, 2024 the petition is posted for arguments by petitioner on June 12, 2025. According to the assessment by the learned counsel, there is a high possibility of obtaining a favorable order in this case. However, the final resolution and its potential impact on Gati Limited's financial position depend on the NCLT's final verdict.
Until the NCLT reaches a decision, the ultimate impact on Gati Limited's financial standing cannot be determined with certainty. The company is committed to monitoring the proceedings closely and will assess any potential financial implications as they arise.
Defined benefits - Gratuity
The Company provides gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the company makes contributions to recognised funds in India.
These defined benefit plans expose the Company to actuarial risks, such as currency risk, interest risk and market (investment) risk.
The Company expects ' 20 lakhs to contribute to Gratuity Fund in the next year.
35. Disclosure as required under Ind AS 19 on Employee Benefits: (contd)
Defined benefits - Compensated absences
The Company provides for accumulation of leaves by certain categories of its employees. These employees can carry forward a portion of the unutilised leaves and utilise them in future periods or receive cash in lieu thereof as per the Company’s policy. The Company records a liability for such leaves in the period in which the employee renders the services that increases this entitlement. The total liability recorded by the Company towards this obligation is ' 6 lakhs and ' 14 lakhs as at March 31, 2025 and March 31, 2024, respectively.
Inherent risk
The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to longevity risk.
The following tables analyse present value of defined benefit obligations, expense recognised in Statement of Profit and Loss, actuarial assumptions and other information.
37. Financial instruments - fair values and risk management (contd)
C. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
Risk management framework
The Company’s principal financial liabilities includes borrowings, Lease liabilities, trade payable and other financial liabilities. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include Loans, trade receivables, cash and cash equivalents and other financial assets that derive directly from its operations.
The Company’s activities expose it to credit risk, liquidity risk and market risk. The Company’s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. The Company’s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to customers, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
a) Trade receivables
As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provisions at each reporting date whenever is for longer period and involves higher risk. The Company uses expected credit loss model to assess the impairment loss or gain in accordance with Ind AS 109. The Company uses a provision matrix to compute the credit loss allowance for trade receivables.
(ii) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company's finance team is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. Besides , it generally has certain undrawn credit facilities which can be accessed as and when required ; such credit facilities are reviewed at regular intervals. Thus , no liquidity risk is perceived at present.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.
(iii) Market Risk
Floating exchange rate
Floating exchange rate with reference to Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The total unhedged foreign currency exposure at the year end towards Trade Receivable & Trade Payable is ' 10 Lakhs (Previous year ' 9 Lakhs) and ' 11 Lakhs (Previous Year ' 24 Lakhs) respectively. The Company does not have significant foreign currency exposure and hence, is not exposed to any significant foreign currency risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company's long term and short term borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
Sensitivity analysis
Fixed rate instruments that are carried at amortised cost are not subject to interest rate risk for the purpose of sensitive analysis.
Equity risk
The Company’s quoted equity instruments are susceptible to market price risk arising from uncertainties about future values of the investment securities. The reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The senior management reviews and approves all equity investment decisions.
38. Capital management
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business. In order to maintain the capital structure the Company monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders and debt includes borrowings and lease liabilities.
40. Segment Information
A Basis for segmentation
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segments and assess their performance.
The Company has two reportable segments, as described below, which is the Company’s primary business segment. These business units are managed separately because they require different marketing strategies. For these business the Company’s CODM (designation of the person who reviews) reviews internal management reports at quarterly basis.
Reportable segments - Operations
Continued Operations - Express Distribution ( Covers integrated E-commerce cargo logistics)
Discontinued Operations - Fuel Stations (Covers fuel stations dealing in petrol, diesel and lubricants, etc.)
B Information about reportable segments
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit (before tax), as included in the internal management reports that are reviewed by the Company's CODM. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis.
(i) This is to confirm that the above transactions are
(a) comprehensive and have been reviewed by Internal Auditors of the Company;
(b) in the ordinary course of Business and at arm's length;
(c) in compliance with applicable regulatory / statutory requirements including the Company's policy on Related Party Transactions.
(ii) The Management confirms that requisite test to determine the arms length has been done and documented and where required confirmation from the external experts has been obtained for such determination.
(iii) Related Party Transactions for which approval of the Audit Committee has been taken are well within the ambit of Omnibus Approval given by the Audit committee.
(iv) The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given in FY 2024-25.
(v) The remuneration of directors is determined by the Nomination & Remuneration Committee having regard to the performance of individuals and market trends.
(vi) Wherever amounts are ""0"", the value is less than rupees fifty thousand.
(vii) Post employment benefits are actuarially determined on overall basis and hence not seperately provided.
1) Services to related parties
Services are rendered to related parties on the same terms as applicable to third parties in an arm’s length transaction and in the ordinary course of business. Such services generally include payment terms requiring related party to make payment within 30 days from the date of invoice.
2) Terms of receivable balances
Trade receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 30 days from the invoice date (31 March 2024: 30 days from the invoice date). For the year ended 31 March 2025, the Group has not recorded any impairment on receivables due from related parties (31 March 2024: Nil).
3) Terms of payable balances
Trade payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 days from the reporting date (31 March 2024: 30 days from the reporting date).
4) Loans to related parties
The Company has given loan to its holding, subsidiary and fellow subsidiary to repayment of borrowings. The loan is unsecured, repayable within 365 days and carries interest rates at the rate of 7.88% per annum. For the year ended 31 March 2025, the Group has not recorded any impairment on loans due from the subsidiary (31 March 2024: Nil).
5) Compensation to KMP
The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to KMP. The amounts do not include expense, if any, recognised toward post-employment benefits and other long-term benefits of key managerial personnel. Such expenses are measured based on an actuarial valuation done for each Company in the Group as a whole. Hence, amounts attributable to KMPs are not separately determinable.
43. During the previous year, Company had signed an out of court settlement with AIR India, pertaining to an ongoing legal matter before the Hon'ble Delhi High Court. As a result, Company has received a sum of ' 42 lakhs towards the final settlement, which has been recognised as Other Income. Pursuant to the settlement, the Hon'ble Delhi High Court accepted the Company's petition for withdrawal of the case and released the original bank guarantee, amounting to 2,200 lakhs, which is equivalent to the disputed arbitral award. The mentioned bank guarantee has been released by the banking partner.
44. During the previous year, Allcargo Logistics Limited ("Parent Company”) has acquired a 30% stake (1,50,000 Equity Shares) in Gati Express & Supply Chain Private Limited" (formerly known as Gati Kintetsu Express Private Limited), a material subsidiary. The acquisition comprises 1,30,000 Equity Shares (26% stake) from KWE-Kintetsu World Express (S) Pte Ltd and 20,000 Equity Shares (4% stake) from KWE Kintetsu Express (India) Private Limited. The name of the Subsidiary Company " Gati Kintetsu Express Private Limited" has been changed to "Gati Express & Supply Chain Private Limited" w.e.f. July 27, 2023, duly approved by the Registrar of Companies, Mumbai, Ministry of Corporate Affairs.
45. During the previous year, the name of Company has been changed to "Allcargo Gati Limited", pursuant to the approval of the Board of Directors vide their Meeting held on August 04, 2023 and the shareholders of the Company at the Annual General Meeting held on September 04, 2023. The Registrar of Companies, Telangana, approved and accordingly issued fresh certificate of incorporation pursuant to the change of the name w.e.f. October 19, 2023.
46. Disclosure pursuant to Securities Exchange Board of India (Listing Obligation and Disclosure Requirement and Regulation 2015) and Section 186 of The Companies Act, 2013.
The Loans in the nature of loan to subsidiaries are as follows; - (All amounts in Indian Rupees Lakhs, unless otherwise stated)
(1) The Company had given interest free loan to a wholly owned subsidiary "Gati Logistics Parks Limited (GLPL)” amounting to 2,001 Lakhs towards financing a project in an earlier year, where the operation is yet to commence. During the earlier financial year, the company has received repayment of loan amount to the tune of 558 lakhs and balance loan receivable amount of 1,443 lakhs had been provided as provision.
(2) Gati Limited has extended an inter-corporate deposits (ICDs) of ' 12,384 Lakhs to Gati Express and Supply Chain Private Limited (formerly known as Gati Kintetsu Express Private Limited) at an interest rate of 7.85% per annum, with interest payable at the end of the 12 months tenure,' 6500 Lakhs to Allcargo Logistics Limited (Holding company) at an interest rate of 7.95% per annum, with interest payable at the end of the 12 months tenure and ' 3000 Lakhs to Allcargo Supply Chain Private Limited(Fellow Subsidiary) at an interest rate of 7.88% per annum, with interest payable at the end of the 12 months tenure.
47. The management has decided to discontinue the business of Fuel stations, which meets the criteria for classification as a discontinued operation under Ind AS 105 - Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the amounts pertaining to fuel stations segment have been disclosed under "Discontinued Operations" in the financial statements, and the corresponding figures for previous periods have been restated. Corporate costs have not been allocated to the discontinued operations.( Refer Note 39)
48. The Company completed the process of Qualified Institution Placement ("QIP") during the year. The placement document was filed on June 27, 2024 and after receipt of proceeds of ' 16,928 lakhs, 16,760,800 equity shares were allotted on June 28, 2024. The objective of raising funds through QIP issue was to invest in material subsidiary for repayment, in part, of certain outstanding borrowings availed by the material subsidiary, building new/ upgradation of operating units and funding development of proprietary technology and any other purposes as may be permissible under applicable law. A part of the amount was used for the purpose for which it was raised and the balance amount is invested in fixed deposit pending utilization
49. The Board of Directors of the company have not recommended any dividend for the current financial year with an objective to conserve cash.
Notes :
1. The increase in the current ratio is primarily due to a rise in current assets, particularly intercorporate deposits and unutilised bank balance post receipt on account of Qualified Institutional Placements.
2. The debt service coverage ratio has improved as a result of higher earnings and a significant reduction in debt.
3. The decline in return on equity is attributable to decline in profitability and issuance of equity share capital through a
Qualified Institutional Placement (QIP).
4. The inventory turnover ratio has reduced due to a reduction in average inventory compared to the previous year.
5. The increase in the trade payables turnover ratio is due to a decrease in account payables compared to the previous year.
6. The drop in the net capital turnover ratio is linked to increase in current assets.
7. The net profit ratio has decreased owing to lower net profits compared to the previous year.
8. The return on capital employed has fallen due to a decline in profitability and increase in capital employeed.
9. Increase in ROI is attributed to new investments in mutual funds and unutilized QIP funds investment in Fixed Deposits Definitions:
(a) Earning for available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.
(b) Debt service = Interest & Lease Payments Principal Repayments
(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2
(d) Net sales = Net sales consist of gross sales minus sales return
(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2
(f) Net purchases = Net purchases consist of gross purchases minus purchase return
(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return
(h) Working capital = Current assets - Current liabilities.
(i) Earning before interest and taxes = Profit before exeptional items and tax Finance costs
(j) Capital Employed = Total Equity Total Debt
(k) Return on Investment (MV(T1) - MV(T0) - Sum [C(t)])
(MV(T0) Sum [W(t) * C(t)])
50. Financial performance ratios (contd.)
where,
T1 = End of time period ,T0 = Beginning of time period, t = Specific date falling between T1 and T0 MV(T1) = Market Value at T1, MV(T0) = Market Value at T0 C(t) = Cash inflow, cash outflow on specific date
W(t) = Weight of the net cash flow (i.e. either net inflow or net outflow) on day 't’, calculated as [T1 - t] / T1
51. Other statutory information
(i) The Company does not have any transactions with companies struck off during current or previous financial year.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period during current or previous financial year.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during current or previous financial year.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority during current or previous financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) during current or previous financial year with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) during current or previous financial year with the understanding (whether recorded in writing or otherwise) that the company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during current or previous financial year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(ix) The Company has not revalued it’s Property, Plant and Equipment (including Right of use assets) or intangible assets or both during current or previous financial year.
(x) No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
52. Employee share-based payment:
The Company has formulated employee share-based payment schemes with objective to attract and retain talent and align the interest of employees with the Company as well as to motivate them to contribute to its growth and profitability. The Company views employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. For the year ended March 31, 2025 the Company recognised total expenses of ' (51) lakhs (March 31, 2024 - ' 43 lakhs) related to Share based Payment schemes.
The Nomination and Remuneration Committee of the Board of Directors of the Company during the FY 2024-25 have granted 8,50,000 ESARs to the Employees of its Holding Company and Subsidiary Company. The necessary accounting for the above has been made in the books of accounts in the respective years. At present, following employee share-based payment scheme is in operation, details of which are given below:
52. Employee share-based payment: (contd.)
13 The volatility used in the Black-Scholes option-pricing model is the annualized standard deviation of the continuously compounded rates of return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the options and is based on the daily volatility of the Company’s stock price on NSE.
14 There are no market conditions attached to the grant and vest.
53. The Company has used four accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except in case of one software (Fuel Plus) audit trail is not enabled at the database level. Further, there are no instance of audit trail feature being tampered with. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention
There is no instance of audit trail feature being tampered with was noted in respect of the above accounting softwares.
54. The Board of Directors in their meeting held on December 21, 2023 had considered and approved the Scheme of Arrangement involving Allcargo Logistics Limited (Parent Company), Allcargo ECU Limited (Fellow Subsidiary), Allcargo Gati Limited (the Company), Gati Express & Supply Chain Private Limited (Subsidiary) and Allcargo Supply Chain Private Limited (Fellow Subsidiary).
The Scheme involves merger of fellow subsidiary and subsidiary with the Company effective from appointed date of October 01, 2023 and the merger of the Company (post-merger of fellow subsidiary and subsidiary) with the Parent Company on the date the Scheme becomes effective.
The Company had received approval from BSE and NSE post which the Company had made filings with the NCLT for approval. As directed by the NCLT shareholders meeting has been held on February 18, 2025 and the scheme was approved by the shareholders and scheme is currently pending for approval of NCLT Mumbai for final approval.
55. Subsequent to the reporting date, in April 2025, the Company completed the sale of land pertaining to its Indore Fuel Station for a consideration of 750 lakhs. The transaction resulted in a profit of 709 lakhs. Since the sale was concluded after the balance sheet date, the financial impact of this transaction has not been recognized in the financial statements for the year ended March 31, 2025
56. During the Year Ended March 31, 2025, Income-Tax Authorities conducted search on the Company and its Subsidiaries business premises and at the residence of one of its key management personnel. The Company extended full cooperation to the Income-tax officials during the search and has provided all the requested information during search and is continuing to provide information as and when sought by the authorities. Management has made necessary disclosures to the stock exchanges in this regard on February 12, 2025. As on the date of issuance of these financial results, the Company has not received any communication from the Income-Tax Authorities regarding the findings of their investigation. Pending final outcome of update on this matter, no adjustments have been recognised in the Standalone financial statements.
As per our report of even date attached For and on behalf of the Board of Directors of Allcargo Gati Limited
(formerly known as Gati Limited)
CIN: L63011MH1995PLC420155
For S.R. BATLIBOI & ASSOCIATES LLP Shashi Kiran Shetty Ravi Jakhar
Chartered Accountants Chairman & Managing Director Director
ICAI Firm Registration No: 101049W/ DIN: 00012754 DIN: 02188690
E300004
Per Aniket A Sohani Deepak Jagdish Pareek Piyush Khandelwal
Partner Chief Financial Officer Company Secretary
Membership no: 117142 M. No.104166 M No. A65318
Place: Chicago, USA Place: Mumbai Place: Mumbai
Date: 15th May 2025 Date: 15th May 2025 Date: 15th May 2025
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