The Directors present their Thirty-Third Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
(^ in Crores)
|
Particulars
|
Consolidated
|
Standalone
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Total Income
|
2,090
|
2,003
|
2,086
|
2,011
|
|
Total Expenses
|
2,091
|
2,017
|
2,090
|
2,017
|
|
Profit before exceptional items and tax
|
-1
|
-14
|
-4
|
-6
|
|
Exceptional items
|
3
|
27
|
3
|
27
|
|
Profit before tax
|
2
|
13
|
-1
|
21
|
|
Less: Tax expense
|
|
|
|
|
|
- Current tax
|
8
|
2
|
8
|
2
|
|
- Deferred tax
|
-6
|
-7
|
-6
|
-9
|
|
- Tax Related to earlier years
|
-6
|
-45
|
-6
|
-46
|
|
Profit after tax
|
6
|
63
|
3
|
74
|
|
Profit from Discontinuing Operations before Tax
|
2
|
2
|
2
|
2
|
|
Profit for the year from continuing and discontinuing operations
|
8
|
65
|
5
|
76
|
|
Other comprehensive income/(loss) for the year
|
0
|
-1
|
0
|
-1
|
|
Total Comprehensive income/(loss)
|
8
|
64
|
5
|
75
|
|
Earnings Per Share (EPS) - Continuing Operations:
|
|
|
|
|
|
Basic
|
0.04
|
0.42
|
0.02
|
0.49
|
|
Diluted
|
0.04
|
0.42
|
0.02
|
0.49
|
|
Earnings Per Share (EPS) - Discontinuing Operations:
|
|
|
|
|
|
Basic
|
0.01
|
0.01
|
0.01
|
0.01
|
|
Diluted
|
0.01
|
0.01
|
0.01
|
0.01
|
|
Earnings Per Share (EPS) - Continuing and discontinuing operations
|
|
|
|
|
|
Basics
|
0.05
|
0.43
|
0.03
|
0.5
|
|
Diluted
|
0.05
|
0.43
|
0.03
|
0.5
|
|
Pursuant to the provisions of the Companies Act, 2013 (the “Act”), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) (Amendment) Rules, 2015, as amended from time to time.
|
DIVIDEND
In view of retaining the profit for business growth, the directors do not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2026. The ‘Dividend Distribution Policy’ has been hosted on the Company’s website https:// www.allcargologistics.com/investors/investorservices/ corporatepolicies
TRANSFER TO RESERVE
During the year under review, there was no amount transferred to any of the reserves by the Company.
REVIEW OF OPERATIONS
FY'26 marked a transformative year for Allcargo Logistics with the successful integration of the Express Distribution and Consultative Logistics businesses, bringing together complementary capabilities under a
unified organization. This integration has strengthened the Company's ability to deliver integrated, end-to-end logistics solutions while enhancing operational agility, customer experience and overall business efficiency.
During the year, the Company continued to strengthen its operating capabilities through focused investments in technology, process excellence and network optimisation. Digital initiatives across the logistics value chain, including Al-enabled automation, real-time operational visibility and enterprise-wide platforms, enhanced efficiency across first-mile, midmile and last-mile operations. These investments have improved planning, accelerated decision-making, strengthened governance and enabled a more responsive and seamless customer experience.
Operational excellence remained central to the Company's execution strategy. Continuous improvements in network planning, route optimisation and service delivery strengthened operational efficiency and enabled the Company to consistently deliver service quality above industry benchmarks. The Company continued to strengthen its Air Express network, almost doubling its presence across airports in the past year while providing 24-hour deliveries in 8 metro cities. This enables the Company to provide faster, time-definite deliveries across key business centres, thereby reinforcing its capability to address customers' time-critical logistics requirements.
The integration of the Company's businesses has further strengthened its ability to serve customers through a unified logistics platform, enabling crossselling opportunities, deeper customer engagement and comprehensive supply chain solutions. During the year, the Company also expanded its presence across high-growth segments such as e-commerce and quick commerce while continuing to strengthen its position across key industry clusters. The Company maintained a disciplined approach towards profitable growth through focused yield management, cost optimisation and productivity enhancement initiatives. Continued efforts to improve operating efficiencies and rationalise costs across both operating expenses and SG&A resulted in a leaner cost structure, improved business efficiencies and a stronger foundation for sustainable, long-term growth.
A detailed review of the Company's operational and financial performance, together with the Management Discussion and Analysis, forms an integral part of this Annual Report.
BUSINESS OVERVIEW
Allcargo Logistics Limited under the composite Scheme of Arrangement has demerged its International Supply Chain (ISC) business and merged its Domestic Supply Chain business.
Domestic supply chain business houses Express Distribution and Consultative Logistics. Allcargo Logistics’ combine legacy, innovation, and customer-centricity with a robust distribution network, deep expertise, and a digital-first approach to provide reliable logistics for MSMEs, retailers, and enterprises. With a nationwide network covering 99% of India’s districts and a growing presence across Asia, the company offers unparalleled reach and service capability. Its key business verticals include Express Distribution, Air Freight, E-commerce Logistics, First and Last Mile Delivery, and more. The company also offers specialized B2C services such as Laabh, Bike Express, and Student Express, designed to meet the evolving needs of diverse customer segments. Allcargo group stays true to its strong commitment to adhere to Environmental, Social, and Governance (ESG) standards and continues to direct efforts towards enhancing its people, technology as well as business processes and operations on a regular basis. The group has set out to achieve 100% carbon neutrality by 2040..
EXPRESS DISTRIBUTION (ED):
The Company is a pioneer in the express industry and manages Industry leading infrastructure network offering its services across 100% of Gol approved pin codes. The Company operates complex hub & spoke network through transshipment hubs, distribution centres and warehouses spanning across multiple locations in India with Over 9,000 trucks in the fleet and State-of-the-art 24/7 Tracking services. Its core offerings include Surface Express Distribution and Air Express Distribution.
Our Surface Express service brings multimodal delivery solutions with the flexibility to customise distribution as per your business needs, we support everything from parcels and freight to specialized cargo movement, cost-effectively and on time. We reach the destination with precision, reliability, and care. What sets us apart is Coverage across upto 100% of Bharat, Realtime tracking for complete shipment visibility, Strong reverse logistics capability, Timely deliveries, backed by experience and Easy & reliable claims process for added peace of mind.
Our Air Express service delivers where speed and safety go hand in hand. Whether you are shipping between metros or to remote corners of the country, we ensure
your cargo travels swiftly and securely. Through strong partnerships with India’s leading airlines and a robust distribution network, we offer performance, flexibility, and assurance in every shipment. What sets us apart is Customised air freight solutions for Tier 1 and Tier 2 cities, 24-hour delivery between metros, Direct access to 40 commercial airports across India, End-to-end logistics from first mile to last mile, Trained staff to safely handle dangerous goods, Strong airline alliances to maximise reach.
CONSULTATIVE LOGISTICS (CL):
CL continues to be the fastest growing sub-sectors of logistics in India and with Honourable Prime Minister’s announcement of Gatishakti policy, there is more focus on the logistics sector in India. Currently, Allcargo’s CL division manages more than 80 Lakhs sq. ft. of warehousing space with significant presence in major consumption centers Pan-India. Keeping in mind changing customer preferences and compliance norms, more than 55% of our warehousing space is in Grade “A” facilities. While we continue to maintain our leadership in the chemical vertical.
One of our key strengths, our pride, is our ability to provide world class solution design to our customers, be it the large industry leaders or fast-growing unicorns. We excel at providing bespoke solutions to our customers to solve their Supply Chain problems and create a value for them that help us to create lasting partnerships. One of the key differentiators of our warehousing services is the stringent safety standards that we adhere to. No storage is allowed unless all safety compliances and certifications are implemented. We deploy full range of safety features that allow us to store different types of hazardous and non-hazardous goods for our chemical customers. We consistently receive customer appreciations and awards from various industry bodies in the area of Safety and Operation Management. We offer value added services like packaging, kitting, etc to manage and optimize our customers overall supply chain. Our flexible approach and swift turnaround time are our Unique Selling Point (USP).
STATE OF COMPANY AFFAIRS
The Hon’ble National Company Law Tribunal, Mumbai Bench, vide its Order dated October 10, 2025, approved the Composite Scheme of Arrangement (the Scheme) amongst the following entities:
• Allcargo Logistics Limited (“Allcargo” or “Transferee Company 2” or “Demerged Company”);
• Allcargo Supply Chain Private Limited (“Transferor Company 1” or “ASCPL”); Gati Express & Supply Chain Private Limited (“Transferor Company 2” or “GESCPL”);
• Allcargo Gati Limited (“Transferee Company 1” or “Transferor Company 3” or “Gati”); and
• Allcargo Global Limited (formerly known as Allcargo Worldwide Limited and Allcargo ECU Limited) (“Resulting Company” or “AGL”).
The Scheme became effective on November 1, 2025 (“Effective Date”). Pursuant to the Scheme, ASCPL and GESCPL were amalgamated with and into Allcargo Gati Limited, and thereafter Allcargo Gati Limited was amalgamated with and into Allcargo Logistics Limited.
Further, in terms of the Scheme, the International Supply Chain Business of Allcargo Logistics Limited has been demerged and transferred to AGL, the Resulting Company.
Consequently, ASCPL, GESCPL and Gati have ceased to exist as separate legal entities without being wound up, and the business operations have been reorganized and consolidated in accordance with the Scheme.
CHANGES IN THE NATURE OF BUSINESS
The Company continued to provide integrated logistics services to its customers and hence, there was no change in the nature of business or operations of the Company, which materially impacted the financial position of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes or commitments affecting the financial position of the Company between the end of the financial year 2025-26 and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no material orders were passed by any regulators, courts or tribunals that would have an impact on the going concern status of the Company or its future operations.
CREDIT RATING
The Company continues to maintain a credit rating that denotes a high degree of safety with regard to the timely servicing of its financial obligations. Details
of the credit ratings are provided in the Corporate Governance Report, forms part of this Annual Report.
PUBLIC DEPOSITS
Pursuant to the Scheme becoming effective from November 1, 2025, erstwhile Allcargo Gati Limited stood amalgamated with the Company.
The Company has not accepted any fresh or renewal deposits during the financial year under review. There was no default in repayment of deposits or payment of interest thereon and there are no deposits which are in non-compliance with the requirements of the Companies Act, 2013.
During the year under review, fixed deposits amounting to ^ 82,736, pertaining to erstwhile Allcargo Gati Limited and remaining unclaimed upon maturity, were transferred by the Company in accordance with the applicable provisions of the Act and the Rules made thereunder.
SHARE CAPITAL
Pursuant to the Scheme approved by the Hon’ble National Company Law Tribunal, Mumbai Bench, the share capital structure of the Company has undergone changes during the year under review.
Authorised Share Capital:
The Authorised Share Capital of the Company was ^ 2,00,00,00,000, comprising 1,00,00,00,000 equity shares of ^ 2 each, prior to the Scheme. Pursuant to the Scheme becoming effective, the Authorised Share Capital stands increased to ^ 5,20,75,00,000, comprising 2,60,37,50,000 equity shares of ^ 2 each.
Paid-up Share Capital:
The Paid-up Share Capital of the Company was ? 98,27,82,096, comprising 49,13,91,048 equity shares of ? 2 each, prior to the Scheme. Pursuant to the Scheme, the Company has allotted 51,49,96,373 equity shares of ? 2 each to the eligible shareholders, resulting in an increase in the Paid-up Share Capital to ? 2,99,55,56,938, comprising 1,49,77,78,469 equity shares of ? 2 each.
The equity shares so allotted under the Scheme were listed and admitted to trading with effect from January 14, 2026.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining high standards of corporate governance and adheres to the requirements prescribed by the Securities and Exchange Board of India.
A Report on Corporate Governance, as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”), along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as prescribed under the aforesaid Regulations, forms part of this Annual Report.
BOARD OF DIRECTORS
Number of meetings of the Board of Directors
During the year under review, five (5) Board meetings were convened and held, the details of which are provided in the 'Corporate Governance Report'.
Committees of the Board
As required under the Act, and the Listing Regulations, the Company has constituted the following statutory committees:
• Audit Committee
• Governance and Nomination & Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the ‘Corporate Governance Report’.
Recommendation of Audit Committee
During the year under review, there is no instance of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.
Directors and Key Managerial Personnel (KMP)
During the year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors:
Appointment / Cessation of the Directors
Based on the recommendation of the Governance, Nomination & Remuneration Committee, the Board of Directors vide circular resolution dated June 27, 2025 appointed Mr. Dinesh Kumar Lal (DIN: 00037142) as an Non-Executive Independent Director of the Company for a term of three (3) consecutive years commencing from June 27, 2025 to June 26, 2028. The said appointment was approved by the Members at the 32nd Annual General Meeting held on September 24, 2025.
Mr. Dinesh Kumar Lal will attain the age of seventy-five (75) years during his current tenure as an Independent Director. Accordingly, pursuant to Regulation 17(1A) of the Listing Regulations, approval of the Members is being sought at the ensuing Annual General Meeting for continuation of his directorship as a Non-Executive Independent Director of the Company upon attaining
the age of seventy-five (75) years, up to the expiry of his present term on June 26, 2028.
Mr. Nilesh Vikamsey (DIN: 00031213) ceased to be an Independent Director of the Company upon completion of his second and final term with effect from June 29, 2025.
Pursuant to the implementation of the Scheme and in order to give effect to the provisions of the Scheme, Mr. Adarsh Hegde (DIN:00035040) ceased to be the Managing Director of the Company with effect from November 1, 2025.
Mr. Shashi Kiran Shetty (DIN: 00012754) (Founder and Chairman) Director of the Company, resigned from the office of Director and Chairman of the Company, with effect from August 5, 2026, upon closure of business hours.
The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr. Nilesh Vikamsey, Mr. Adarsh Hegde and Mr. Shashi Kiran Shetty during their tenure with the Company.
Mr. Ketan Nishikant Kulkarni (DIN: 10735941) was appointed as an Additional Director of the Company with effect from November 1, 2025 based on the recommendation of the Governance Nomination & Remuneration Committee. The Members of the Company thereafter approved his appointment as Managing Director & CEO of the Company for a period of five (5) years commencing from November 1, 2025 to October 31, 2030, through Ordinary Resolution passed via Postal Ballot on January 7, 2026.
Re-appointment of Director, liable to retire by rotation.
Mr. Kaiwan Dossabhoy Kalyaniwalla (DIN: 00060776), Non- Executive Director, retires by rotation in compliance with Section 152 of the Act at the ensuing AGM of the Company and being eligible, offers himself for re-appointment.
The resolution seeking Shareholder’s approval for re-appointment and continuation of directorship from part of the Notice. The details of the Director being recommended for the re-appointment and continuation of directorship are contained in the accompanying Notice of the AGM.
Key Managerial Personnel
During the year under review and upto the Report’s date and pursuant to the implementation of the Scheme the following changes took place in the Key Managerial Personnel (kmp) of the Company in terms of Sections 2(51) and 203 of the Act with effect from November 1, 2025:
Cessation of Key Managerial Personnel
• Mr. Adarsh Hegde - Managing Director and designated KMP
• Mr. Ravi Jakhar - Chief Financial Officer and designated KMP
• Ms. Swati Singh - Company Secretary & Compliance Officer and designated KMP
Appointment / Designation of Key Managerial Personnel
• Mr. Shashi Kiran Shetty, Founder & Chairman, upto August 5, 2026
• Mr. Ketan Nishikant Kulkarni was appointed as Managing Director & CEO and designated as KMP
• Mr. Deepak Jagdish Pareek was appointed as Chief Financial Officer and designated as KMP
• Mr. Shekhar Ramjeet Singh was appointed as Company Secretary & Compliance Officer and designated as KMP
Declaration from Independent Directors
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Sections 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.
BOARD EVALUATION
Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19 of the Listing Regulations, Governance and Nomination & Remuneration Committee has set the criteria for performance evaluation of the Board, its Committees, individual Directors including the Chairman of the Company and the same are given in detail in the ‘Corporate Governance Report’.
Based on the criteria set by Governance and Nomination & Remuneration Committee, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2025-26. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI as amended from time to time. An online platform has
been provided to each Director for their feedback and evaluation.
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.
ENTERPRISE RISK MANAGEMENT
The Company has established a structured Enterprise Risk Management (erm) framework to support sustainable growth, safeguard assets, protect stakeholder value, and ensure regulatory compliance. Given the diverse nature of its operations in Express and Consultative logistics, the Company is exposed to multiple business risks. To address these, the Board has implemented an ERM Policy for systematic identification, assessment, and mitigation of risks.
Setting up a robust organisational structure for the implementation of risk management systems and structures ensures that they are effectively governed. The Risk Management, Finance, Strategy and Legal Committee oversees potential negative impacts from the risk management process. During the reporting period, the Risk Management, Finance, Strategy, and Legal Committee met two (2) times to discuss and review the Company’s risk management practices.
In order to ensure that we have a deep understanding of our risk landscape and are better positioned to mitigate and prevent the same, we work towards making risk management an integral part of the day-to-day operations of our businesses. All our employees are responsible for promoting sound risk management methods in their respective fields and are actively engaged in risk management within their own areas of responsibility.
We have in place a broad risk management framework which is formulated in line with internationally accepted guidelines. The risks are identified, classified, and managed in a timely and accurate manner, and information about risks is escalated to all management levels so that informed decisions can be made.
Under the guidance of the Board, the Risk Head facilitates dedicated risk workshops at Enterprise level. In these workshops, risks are identified, assessed, analyzed and accepted or mitigated to an acceptable level within the organization’s risk appetite. The Risk Management Committee monitors the risk management activities at enterprise level and key support function.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has laid down Internal Financial Controls and believes that same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory, and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY2025-26 for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.
The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability, responsibility and authority of Internal Audit Department. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The internal audit reports are reported to Audit Committee along with management response.
REMUNERATION POLICY
Governance and Nomination & Remuneration Committee has framed 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 in accordance with Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the ‘Corporate Governance Report’. The Remuneration Policy of the Company has been hosted on the Company’s website https://www. allcargologistics.com/investor.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with Section 177 of the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations. According to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behaviour, breach of Code of Conduct or Ethics Policy, 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.allcargologistics.com/investor.
During the year under review, the Company investigated and resolved complaints received through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance review for the financial year ended March 31, 2026, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format, is available as a separate section which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 1 of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
The CSR Policy is hosted on the Company’s website https://www.allcargologistics.com/investor.
CONSOLIDATED FINANCIAL STATEMENTS
A statement containing the salient features of the Financial Statements including the performance and financial position of each Subsidiaries, Joint Ventures and Associate Companies as per the provisions of the Act, is provided in the prescribed Form AOC-1 which forms part of the Financial Statements.
Pursuant to Section 129 of the Act and Regulation 33 of the Listing Regulations, the attached Consolidated Financial Statements of the Company and all its Subsidiaries, Joint Ventures and Associate Companies have been prepared in accordance with the applicable Ind AS provisions.
The Company will make available the said Financial Statements and related detailed information of the subsidiary companies upon the request by any Member of the Company. Members seeking inspection to inspect these Financial Statements can send e-mail to investor.relations@allcargologistics.com
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Pursuant to the implementation of the Scheme the following companies, which were earlier subsidiaries of erstwhile Allcargo Gati Limited, became subsidiaries of the Company with effect from November 1, 2025:
i. Gati Import Export Trading Limited (“GIETL”)
ii. Zen Cargo Movers Private Limited (“ZCMPL”)
iii. Gati Logistics Parks Private Limited (“GLPPL”)
iv. Gati Projects Private Limited (“GPPL”)
However, TransIndia Logistic Park Private Limited was already a subsidiary of Allcargo Logistics Limited prior to the amalgamation and accordingly continues to remain a subsidiary of the Company.
In accordance with Ind AS 110 on Consolidated Financial Statements read with Ind AS 28 on Investments in Associates and Joint Ventures, notified under Section 133 read with Section 129(3) of the Act, the Audited Consolidated Financial Statements of the Company and its subsidiaries form part of this Annual Report.
The Company has one Associate Company, namely Gati Ship Limited. However, the same has not been considered for consolidation, as the Company ceased to have significant influence upon dilution of its stake by 12.09% on May 16, 2014.
The Company does not have any Joint Venture Company during the financial year under review.
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 and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors or KMP which may have a potential conflict with the interest of the Company at large.
All related party transactions were placed before the Audit Committee for its approval and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the Independent Chartered Accountants stating that the same are in the ordinary course of business and at arm’s length basis.
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 Company’s website https://www.allcargologistics. com/investor.
The details of related party transactions that were entered during FY2025-26 are given in the notes to the Financial Statements as per Ind AS24, which forms part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
The particulars of Loans given, Investments made and guarantees provided by the Company under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as at March 31, 2026, forms part of the Financial Statements.
AUDITORS
Statutory Auditors and their Report
MSKC & Associates LLP, Chartered Accountants (Firm Registration No. 001595S/S000168), were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting held on September 24, 2025, for first term of five consecutive years commencing from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting.
The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company in terms of Sections 139 and 141 of the Act and the Rules framed thereunder. They have also furnished a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India, as required under Listing Regulation 33 of the Listing Regulations
The Auditors’ Reports on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 do not contain any qualification, reservation, adverse remark or disclaimer. The other observations made in the Auditors’ Report are self explanatory and therefore do not call for any further comments.
During the year under review, there was no instance of fraud required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and the Rules framed thereunder
Secretarial Auditor
M/s Parikh & Associates, Company Secretaries (Firm Registration No P1988MH009800) & Peer reviewed firm (No. 6556/2025 ) were appointed as the Secretarial Auditors of the Company from the 32nd AGM until the conclusion of the 37th AGM. M/s Parikh & Associates, Company Secretaries , has issued the Secretarial Audit Report for FY 2025-26. The Secretarial Audit Report in Form MR-3 forms part of this Report as Annexure 2.
In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines. The Secretarial Audit Report and the Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer. The observations made therein are self-explanatory and therefore do not call for any further comments.
Further, no instance of fraud has been reported by the Secretarial Auditor during the year under review.
Compliance of Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.
Investor Education and Protection Fund (IEPF)
The details pertaining to the transfer of unclaimed dividend amount and shares to the Investor Education and Protection Fund (IEPF) have been provided in General Shareholder Information, which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
The details of employees’ remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 3.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours i.e. 11:00 a.m. to 2:00 p.m. on working days excluding Saturday’s, Sunday’s and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to investor. relations@ allcargologistics.com.
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.
During the year under review, none of Directors of the Company has received any remuneration from the Subsidiary Companies except as disclosed in the report.
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 i.e. Hazard Identification & Risk Assessment (HIRA) 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.
Also, Company is monitoring disclosures as per Global Reporting Initiative 403, Occupational Health and Safety. The following safety related measures are taken at various locations:
The Company remains firmly committed to fostering a safe, healthy, and environmentally sustainable workplace across all its operations.
The Company adopts a proactive and preventive approach, integrating safety into operational excellence and ensuring that all employees,
partners, and stakeholders operate within a robust safety framework.
The Company has implemented below mentioned programs / activities / Initiatives for achieving the target of “Zero Harm Culture”.
• Prepared OHS-related guidelines in line with the organisation’s interest, compliance requirements & approved by the management.
• Circulated central OHS training calendar across the business & ensuring its adherence through awareness and competency-based training.
• Integrated Management System (IMS) policy displayed at prominent locations at all the sites to ensure its compliance.
• Prepared a comprehensive OHS Compliance register to periodically monitor ensuring 100% compliance of applicable statutory requirements.
• Risk Assessment - Conducted certification training for all Site Managers / Safety Champions on Hazard Identification and Risk Assessment (HIRA). Conducted HIRA for 100% sites of Consultative Logistics (cl) division, for Express division that were identified to undertake ISO 45001 certification for Occupational Health and Safety (OHS) management systems.
• Implemented all OHS guidelines at all sites. Conducted gap assessment post-implementation and ensuring its compliance.
• Formed Safety Committee at all the ISO 45001 certified sites & started conducting meetings in every quarter.
• Deployed Safety Champions at all sites through the nomination program & implementation. Continuously monitoring their performance through monitoring of leading & lagging indicators (score card program) every month.
• Developed Emergency Response Plans & conducting Evacuation Drills / Mock Drills twice in a year for all the sites.
• As part of culture building & employee engagement program, conducting various Safety Campaigns i.e. National Road Safety Week, National Safety Week, World Environment Week, Near-Miss Campaign, Electrical Safety Campaign, Material Handling Equipment (mhe) Campaign, etc. Such programs reflect cultural shift among the site employees.
• Monitoring the outcomes from all above programs, review with the management periodically to discuss the gaps & determine the way forward.
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 4.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Complaints Committee redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harrasment of Women at Workplace Act.
Below table represents the status during the FY 202526
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No. of complaint regarding sexual harassment was received
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Pending
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Resolved
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1
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0
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1
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MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefits Act, 1961.
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.allcargologistics.com/ investor.
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 being into service industry.
INSOLVENCY AND BANKRUPTCY
No application made or processing is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under the review.
DISCLOSURE OF ONE TIME SETTLEMENT OF 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
The Board after diligently reviewing the responsibilities of the Board of Directors, recognizing its significance in fostering a culture of ethical conduct, sound governance, and effective risk oversight in accordance with section 134(3)(c) read with section 134(5) of the Act, which outlines the responsibilities of the Board of Directors with respect to financial statements may hereby recommend to Board for confirmation on Directors' responsibility statement as reproduced below:
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and ability confirm that -
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. we have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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, 2026 and of the profit for that period;
c. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. we have prepared the annual accounts on a going concern basis;
e. we have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.
f. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ALLCARGO LOGISTICS LIMITED - SPECIAL PURPOSE EMPLOYEE STOCK APPRECIATION RIGHTS PLAN - 2026’ (“SP-ESAR 2026”)
Pursuant to the Scheme, the Company is required to provide fair and reasonable adjustment to the Employee Stock Appreciation Rights ("ESARs") granted under the Gati - Employees Stock Appreciation Rights Plan - 2021 ("ESAR 2021") so as to preserve and restore the economic value of the ESARs held by the eligible ESAR holders immediately before and after the Scheme becoming effective.
Accordingly, the Company adopted and implemented the Allcargo Logistics Limited - Special Purpose Employee Stock Appreciation Rights Plan - 2026 ("SP-ESAR 2026") for granting adjusted ESARs to the existing ESAR holders covered under ESAR 2021, in accordance with the provisions of the Scheme. The ESAR 2021 was originally approved by the shareholders of the erstwhile Allcargo Gati Limited on January 27, 2022, with the objective of attracting, retaining and rewarding talent and aligning employees' interests with the long-term growth of the organisation.
During the year under review, the Company granted 20,47,500 ESARs to eligible employees under the ESAR 2021.
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The status of the available ESARs as on 31st March, 2026:
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Particulars
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ESARs
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No. of options outstanding at the beginning of the year
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1,53,09,000
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No. of options granted during the year
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20,47,500
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No. of options forfeited/lapsed during the year
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53,86,500
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No. of option vested during the year
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32,19,300
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No. of options outstanding at the end of the year
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1,19,70,000
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Pursuant to the above, during the year under review the Company has not issued/ allotted equity shares to eligible employees under the ESARs.
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, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.
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