The Board of Directors take the great pleasure in presenting the Sixth Annual Report along with the Audited Financial Statements for the
financial year ended March 31, 2025.

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, 2025, 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.

DIVIDEND

Considering the future business plans of the Company along with requirement of the funds for execution of plans and expansion capacity,
your Directors think it is prudent not to recommend any dividend to the shareholders for the financial year ended March 31, 2025.

The dividend payout is in line with the Company's 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”). The above-mentioned
policy has been hosted on the Company's website Dividend-Distribution-Policy.

TRANSFER TO RESERVE

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

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2024-25 was '75,781.39 Lakhs as
compared to '73,298.14 Lakhs, an increase of 3.39 % over the previous
year.

The Business Earnings before Interest, Depreciation, Tax and
Amortization (“EBIDTA”) stood at '12,847.81 Lakhs, an increase 9.50 %
as compared to '11,733.61 Lakhs earned in the previous year.

The Profit for the year attributable to the members and
non-controlling interest stood at '3,023.38 Lakhs, a decrease by
32.36% as compared to '4,469.77 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax was positive '10,839.08
Lakhs (as at March 31, 2024 '9,921.48 Lakhs). Spend on capex was
'708.66 Lakhs. The borrowing of the Company as at March 31, 2025
stood at ' 11,311.24 Lakhs (as at March 31, 2024 '3,699.85 Lakhs). Cash
and bank balances including investment in mutual funds stood at
' 8,981.29 Lakhs (as at March 31, 2024 '6,149.03 Lakhs). The Net Debt to
Equity stood at 0.41 times (as at March 31, 2024 0.15 times).

Standalone:

The revenue from operations for FY2024-25 was '51,371.47 Lakhs as
compared to '50,283.70 Lakhs, an increase of 2.16 % over the previous
year.

The EBITDA stood at '10,817.50 Lakhs, as compared to 10,626.86 Lakhs,
an increase of 1.79 % earned in the previous year.

The profit after taxes was '5,294.75 Lakhs as compared to '3,785.82
Lakhs, an increase of 40% of the previous year.

Standalone Cash Flow:

The Cash flows from operations post tax was positive '8,985.81 Lakhs
(as at March 31, 2024 '8,907.67 Lakhs). Spend on capex was '665.68
Lakhs. The borrowing of the Company as at March 31, 2025 stood at
'11,311.24 Lakhs (as at March 31, 2024 '3,699.85 Lakhs). Cash and bank
balances including investment in mutual funds stood at '4,684.09
Lakhs (as at March 31, 2024 '1,418.28 Lakhs). The Net Debt to Equity
stood at 0.44 times (as at March 31, 2024 0.18 times).

BUSINESS OVERVIEW

FY25 marks the second year of Allcargo Terminals Limited (ATL) as
an independent listed entity. Volumes and revenue have grown and
the steady upward trajectory in EBITDA/TEU reflects coming together
of commercial initiatives with the trademark Allcargo's reliability and
operations excellence. The fundamentals of ATL's business are robust
- strong customer connect, reliable stakeholder management
backed with lean, agile, and digital systems enabling ATL to maintain
its leading position amongst CFS providers in the country.

During the year, ATL augmented its operational capacity by 27% in key
markets of Nhava Sheva and Mundra and renewed its long-standing
partnership with Central Warehousing Corporation (CWC) at Mundra
for another five years. A key strategic move was ATL's investment
in Haryana Orbital Rail Corporation Limited (HORCL), setting the
stage for the Company to expand its presence in Northern India,

particularly in the high-growth NCR region. ATL continues to focus
on operational excellence, digital transformation and ESG leadership.
Sustainable practices such as the deployment of electric forklifts and
use of solar energy are integrated into its operations, reiterating a
strong commitment to responsible growth.

With the capacity expansion and strategic investments, ATL's asset
right approach positions its well to contribute to the needs of our
growing economy, realise its growth aspirations and deliver long
term value for its stakeholders.

STATE OF COMPANY'S AFFAIRS

Acquisition of 9,12,00,000 Equity Shares (7.60%) of Haryana Orbital
Rail Corporation Limited by the Company

The Company has acquired 9,12,00,000 Equity Shares of Haryana
Orbital Rail Corporation Limited (“HORCL”) held by Allcargo Logistics
Limited, Promoter Group of the Company. The aforesaid transaction,
being a Material Related Party transaction was further approved
by the shareholders of the Company in the Extra Ordinary General
meeting (EGM) held on October 28, 2024 and the acquisition of
9,12,00,000 equity shares aggregating to 7.60% was completed on
November 08, 2024. As on date, Haryana Orbital Rail Corporation
Limited is an associate of the Company.

The key rationale for investment in HORCL was based on achieving
long term strategic growth, to develop and operate the rail
connected ICD facility at Farrukhnagar. This facility would compete
with other facilities in the region and hence needs to have strategic
advantages in terms of location and connectivity. For strategic
connectivity to Dedicated Freight Corridor (DFC), the Company
acquired strategic equity stake in HORCL. This strategic equity will
offer a strong competitive advantage to the Company.

Employees Stock Appreciation Rights 2024

The Company had approved issuance of Employees Stock
Appreciation Rights (“ESAR”) to the employees of the Company and
Group Companies vide Board Resolution dated February 01, 2024,
which was subsequently approved by the shareholders at the Annual
General Meeting held on September 23, 2024, as per Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The aggregate number of shares upon
exercise of ESARs would not exceed 86,00,000 (Eighty-Six Lakhs only)
Shares of face value of '2/- (Rupees Two only), each fully paid up,
of the Company. The Company has also obtained the in-principle
approval from the BSE Limited and the National Stock Exchange of
India Limited for the granting of ESAR under the Plan to the employees
of the Company and Group Companies collectively.

During the year under review, the Company granted 24,87,500
ESARs to eligible employees of the Company and Group Companies
collectively, on January 04, 2025 with a view to attract and retain
the senior talents and reward them for their performance and to
contribute to the growth & profitability of the Company. The status
of the available ESARs as on the date of this Report is as detailed
hereunder:

The disclosure in terms of Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is available on the website of the Company
at ESAR-Information-under-Reg-14-SBEB.pdf.

Further, the Company has obtained ESAR Certificate from the
Secretarial Auditors as per Regulation 13 of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The same is available on the website of the
Company at ESAR-Certificate 2025-26.pdf

Shifting of the Registered Office of the Company

The Board of Directors in its meeting held on January 06, 2025, had
approved shifting of the Registered Office of the Company from “2^nd
Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (East),
Mumbai 400 098” to “4^th Floor, A Wing, Allcargo House, CST Road,
Kalina, Santacruz (East), Mumbai 400 098”.

Acquisition of balance 15% stake of Speedy Multimodes Limited
(Material Subsidiary) of the Company through Share Swap
Arrangement on Preferential Basis to Mr Ashish Chandna, Chief
Executive Officer and Key Managerial Personnel of the Company

The Company had acquired 2,31,20,000 equity shares (85%) of
Speedy Multimodes Limited (“SML”) in the year 2021 from Avvashya
Capital Private Limited, thereby making it a material subsidiary of the
Company. Further, the Board of Directors of Company at it's meeting
held on January 17, 2025 had approved Preferential issue of equity
shares of the company for consideration other than cash, i.e. in lieu
of acquiring 15% shares of SML, held by Mr Ashish Chandna, Chief
Executive Officer of the Company & SML. This acquisition of 40,80,000
equity shares of SML valued at INR 66.3 per equity share was carried
out in lieu of issue of 63,64,800 equity shares of Allcargo Terminals
Limited aggregating to 2.53% of total paid up capital of the Company
on Preferential basis to Mr Ashish Chandna at an issue price of INR
42.4 per equity share which was approved by the members of the
Company by way of special resolution passed through Postal Ballot
on February 16, 2025.

Additionally, the Company had received In Principle approval from
BSE Limited (“BSE”) and National Stock Exchange of India Limited
(“NSE”) (“Stock Exchanges”) vide approval letters dated March 27,
2025. The Company had allotted these shares to Mr Chandna on April
01, 2025. The acquisition was completed on April 16, 2025, resulting
in the Company holding a 100% stake in SML, thereby making SML a
wholly owned subsidiary of the Company.

The Company has received all necessary regulatory approvals as
per applicable laws. The Company received Trading Approval for
preferential issue of 63,64,800 equity shares on May 12, 2025.

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

In order to finance the acquisition of shares of Haryana Orbital
Rail Corporation Limited (HORCL) from Allcargo Logistics Limited

(ACL), a Promoter Group Company, the Company had approved
the borrowing of a Rupee Term Loan of '140 Crores from Aseem
Infrastructure Finance Limited (AIFL). The loan will be utilized
exclusively for the purpose of acquiring the said shares from ACL,
thereby facilitating the consolidation of the Company's strategic
interests in HORCL. This development constitutes a material change
and commitment that is expected to have an impact on the financial
position of the Company.

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

On June 07, 2024, the Company had received Credit Rating for its
long term and short term Bank/Financial Institutional loan facilities
from CRISIL Ratings Limited as mentioned below:

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 Companies Act, 2013 (“the Act”) and Rules framed
thereunder.

SHARE CAPITAL

As on March 31, 2025, the authorized Share Capital of the Company is
'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.

Issued, subscribed and paid-up capital of the Company as at March
31, 2025 is '49,13,91,048 (Rupees Forty Nine Crores Thirteen Lakhs
Ninety One thousand and Forty Eight) consisting of 24,56,95,524
(Twenty Four Crores Fifty Six Lakhs Ninety Five Thousand Five Hundred
and Twenty Four) equity shares of '2/- (Rupees Two) each.

On April 01, 2025, the Company issued and allotted 63,64,800 (Sixty
Three Lakhs Sixty Four Thousand and Eight Hundred) Equity shares
of Face value of '2/- (Rupees Two) each to Mr Ashish Vijayprakash
Chandna, Chief Executive Officer (“CEO”) of the Company in lieu
of acquisition of 40,80,000 Equity shares of Speedy Multimodes
Limited, Material Subsidiary of the Company. Consequently, the
issued, subscribed and paid-up capital of the Company amounts to
'50,41,20,648 (Rupees Fifty Crores Forty One Lakhs Twenty Thousand
Six Hundred and Forty Eight) consisting of 25,20,60,324 (Twenty Five
Crores Twenty Lakhs Sixty Thousand Three Hundred and Twenty Four)
equity shares of '2/- (Rupees Two) each.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by the Securities and Exchange Board of India
(“SEBI”).

A separate section on the Corporate Governance together with
the requisite certificates obtained from the Practicing Company
Secretary, confirming compliance with the provisions of Corporate
Governance as stipulated in Regulation 34 read along with Schedule
V of the Listing Regulations is included in the Annual Report.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 9 (Nine) Board Meetings were convened
and held, the details of which are provided in the Corporate
Governance Report.

Committee Position

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

As on March 31, 2025 the following were the Directors on the Board of
the Company:

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles of
Association of the Company Mr Kaiwan Dossabhoy Kalyaniwalla
(DIN: 00060776), Chairman and Non-Executive 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 6^th AGM and the explanatory Statement thereto.

Resignation of Directors

During the Financial year 2024-25, none of the Director's had resigned
from the Board of the Company.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors 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.

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Companies Act, 2013 and
Regulations 17 and 19 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (the “Listing Regulations”), the Nomination and Remuneration
Committee of the Company (NRC) 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 NRC, the Board has carried out annual
evaluation of its own performance, Chairman, its committees
and individual Directors for FY2024-25. 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.

The performance of the Board and individual Director was evaluated
by the Board seeking inputs from all the Directors. The performance of
the Committees was evaluated by the Board seeking inputs from the
Committee members. NRC reviewed the performance of individual
Director and separate meeting of the Independent Directors was
also held to review the performance of Non-Independent Directors,
performance of the Board as a whole and performance of the
Chairman of the Company taking into account the views of Managing
Director and Non-Executive Directors. Thereafter, at the Board
meeting, the performance of the Board, Chairman, its committees
and individual Directors was discussed and deliberated. The Board of
Directors expressed their satisfaction towards the process followed
by the Company for evaluating the performance of the Directors,
Chairman, Board and its Committees.

KEY MANAGERIAL PERSONNEL (KMP)

The following are the KMP's of the Company as on March 31, 2025:

- Suresh Kumar Ramiah, Managing Director;

- Pritam Vartak, Chief Financial Officer;

- Ashish Chandna, Chief Executive Officer;

- Malav Talati, Company Secretary & Compliance Officer

Changes in KMP during the period under review

Hardik Desai, Company Secretary and Compliance Officer of the
Company resigned w.e.f. closure of business hours of April 07, 2024.
Further, Malav Talati has been appointed as Company Secretary &
Compliance Officer w.e.f. August 01, 2024.

REMUNERATION POLICY

NRC 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
Nomination & Remuneration Policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company had adopted a Whistle Blower Policy and established
the necessary Vigil Mechanism, which is in line with Regulation
22 of the Listing Regulations and Section 177 of the Act. 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, 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 avails 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
Whistle-Blower-Policy.

During the year under review, the Company has not received any
complaints through Vigil Mechanism. It is affirmed that no personnel
of the Company has been denied access to the Chairman of the
Audit Committee.

RISK MANAGEMENT

Our aim is to accomplish sustainable business growth, secure
the Company's assets, protect shareholder investments, ensure
compliance with relevant laws and regulations and prevent
significant surprises of risks by implementing effective and

appropriate risk management systems and structures. As a leader
in the business of providing services of Container Freight Stations
and associated value added services, Allcargo Terminals Limited
is exposed to inherent business risks. To identify, evaluate, monitor,
control, manage, minimize, and mitigate these risks, the Board
of Directors has formulated and implemented an Enterprise Risk
Management Policy effective from March 29, 2024. The Enterprise
Risk Management Policy is intended to ensure that an effective
risk management framework is established and implemented
within the Company. The roles and responsibilities defined for each
group identified in the organisational structure are governed in the
Enterprise Risk Management Policy which is available on the website
of the Company Enterprise Risk Management Policy and the Risk
Management Committee has been appointed to oversee potential
negative impacts from the risk management process through
regular review meetings.

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 have initiated making risk management an integral part
of the day-to-day operations of our businesses. We have in place a
broad risk management framework which is formulated in line with
the ISO 31000 Risk Management - Principles and Guidelines. The risks
are identified, classified, and managed in a timely and accurate
manner, and information about risks is escalated to all management
levels so that informed decisions can be made.

Since the policy adoption, periodic workshop have been held with
functional focus to identify and mitigate the risk in both Internal and
External environment. Periodic checks on progress of the mitigation
strategy has helped us align with dynamics of market via expansion
and maintenance. Further, the Risk Management Committee
monitors the risk management activities and ensures fraud risk
assessment is an integral part of the overall risk assessment process.

During 2025, Allcargo Terminals Limited have won the Best
performance in Risk Management award in ESG segment presented
by ICICI Lombard and CNBC - TV18. This recognition underscores our
commitment to Risk Management, Governance and Sustainability.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board has laid down Internal Financial Controls and believes
that the 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 FY2024-25 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business
outlook and performance review for the year ended March 31, 2025,
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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (“CSR”) Policy of
the Company adopted 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 CSR-Policy.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial
Statements of its Subsidiary and Joint Venture Companies including
the performance and financial position 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 which is attached as Annexure 2.

Pursuant to Section 129 of the Act and Regulation 33 of the Listing
Regulations, the attached Consolidated Financial Statements of the
Company and its Subsidiary and Joint Venture Companies have
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 Statements of the Company for
the financial year 2024-25, 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, will be made available on
the Company's website at SML Financials March 2025. Any member
desirous of inspecting or obtaining copies of the audited financial
statement, including the Consolidated Financial Statement may
email to investor.relations@allcargoterminals.com.

CHANGES IN SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES DURING THE YEAR:

As on March 31, 2025, the Company has following affiliates:

1. Speedy Multimodes Limited, Subsidiary Company;

2. TransNepal Freight Services Private Limited, Joint Venture
Company;

3. Allcargo Logistics Park Private Limited, Joint Venture Company;

4. Haryana Orbital Rail Corporation Limited, Associate Company.

Further, the following changes have taken place in subsidiary /
associates until the date of this report:

• Speedy Multimodes Limited became a wholly owned subsidiary
of the Company w.e.f. April 16, 2025;

• Haryana Orbital Rail Corporation Limited became an associate
of the Company w.e.f. November 08, 2024.

The Policy for determining “Material Subsidiary” as approved by the

Board, from time to time, is hosted on the Company's website Policy-
For-Determining-Material-Subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions/contracts/arrangements that were
entered into by the Company during the period under review were
in the ordinary course of the business of the Company and were
on arm's length basis 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 or Directors 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 the same are in the
ordinary course of business and at arm's length basis.

The disclosure of material related party transactions as required
under Section 134(1)(c) of the Act in form AOC-2 for financial year
ended March 31, 2025 is attached as Annexure 3.

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 Related-
Partv-Transaction-Policv.

Further, any related party transactions that were entered into by the
Company during the period under review are given in the notes to
Financial Statements as per Ind AS 24 which forms part of this Annual
Report.

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 attached as Annexure 4. Details of
investments made are provided in the Notes to the Financial
Statements.

AUDITORS

Statutory Auditors and their Report

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (“SRBA”)
(Firm Registration No. 101049W/E300004) were 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 M/s C C Dangi & Associates, Chartered
Accountants.

Further, SRBA were appointed as Statutory Auditors of the Company
by the Members at the 4^th AGM held on September 26, 2023 to hold
office from the conclusion of the 4^th AGM upto the conclusion of 8^th
AGM of the Company to be held in the year 2027 for a first term of four
consecutive years.

SRBA have under sections 139 and 141 of the Act and Rules
framed thereunder confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company and furnished a
valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India as required under Regulation 33 of
the Listing Regulations.

Further, the report of the Statutory Auditors along with the notes on the
Financial Statements is enclosed to this Report. The Auditor's Reports
do not contain any qualifications, reservation, adverse remarks,
observations or disclaimer on Standalone and Consolidated Audited
Financial Statement for the financial year ended March 31, 2025.

The other observations made in the Auditors Report are self¬
explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which
was required by the Statutory Auditors to report to the Board and/ or
Central Government under Section 143(12) of the Act and Rules made
thereunder.

Secretarial Auditors

Pursuant to Section 204 of the Act and Rules framed thereunder, the
Company has appointed M/s Dhrumil M. Shah & Co, LLP, Company
Secretaries in practice, to undertake the Secretarial Audit of the
Company for FY2024-25. The Report of Secretarial Auditor in Form
MR-3 for FY2024-25 is attached as Annexure 5.

The Company has also obtained Secretarial Compliance Report for
FY2024-25 from M/s Dhrumil M. Shah & Co, LLP, Company Secretaries
in Practice in relation to compliance of all applicable SEBI Regulations/
circulars/ guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report
does not contain any qualification, reservation, adverse remark or
disclaimer and observations made in the Auditor's Report, except as
disclosed in the Report and intimated to the Stock Exchanges.

No instance of fraud has been reported by the Secretarial Auditors.

Further, pursuant to provisions of Regulation 24A of the Listing
Regulations, Speedy Multimodes Limited (“SML”) is an unlisted
material subsidiary of the Company in terms of Regulation 16(1) of
the Listing Regulations. The Secretarial Audit Report submitted by the
Secretarial Auditors of SML is also attached as Annexure 5A to this
Report.

Further, as per Section 204 of the Companies Act, 2013 (the “Act”)
and the Rules framed thereunder and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (including any statutory modification(s) or amendment(s) or
re-enactment(s) thereof, for the time being in force), an individual
can act as a Secretarial Auditor for not more than one term of five
consecutive years and a Secretarial Audit firm can act as Secretarial
Auditors for not more than two terms of five consecutive years.

As per above, on recommendation of the Audit Committee, the
Board of Directors has considered, approved and recommended to
the shareholders of the Company, the appointment of M/s Pramod

S. Shah & Associates (“PSA”), Practicing Company Secretaries (Firm
Registration No: MU000006598) as the Secretarial Auditors of the
Company for a first term of five (5) consecutive years, commencing
on April 1, 2025, until March 31, 2030 to conduct Secretarial Audit of
the Company and to furnish the Secretarial Audit Report and such
other documents as per the applicable laws, at a remuneration
to be decided by the Audit Committee and Board of Directors in
consultation with the Secretarial Auditors subject to the provisions
of the SEBI Listing Regulations and the Act, as amended from time
to time.

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

The details of employee 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 attached
as Annexure 6.

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 on working days 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@allcargoterminals.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 Company 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

Initiatives 403, Occupational, Health and Safety.

The following safety related measures are taken at various locations:

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

• Safety Awareness Campaign like Road Safety Week, National
Safety week, Fire Safety Week, Electrical 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 and negative
impacts of consumption of restricted substances like alcohol,
drugs and tobacco etc. 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 (during pandemic).

• Operations have been modified and optimized to adhere to
social distancing requirements and work with minimal staff on¬
site (during pandemic).

• All Locations undergo third party surveillance audit annually for
Health, Safety and Environment as per ISO 45001 (Occupational
Health & Safety Management System) requirements 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 attached as
Annexure 7.

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

The Company has implemented a comprehensive Policy and
Guidelines for the Prevention and Prohibition of Sexual Harassment
at the Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). The Internal Complaints Committee
(ICC) is responsible for addressing and resolving complaints related
to sexual harassment in the workplace. This Policy is applicable to
all employees - including permanent, contractual, temporary staff,
and trainees. The Policy was last amended on May 14, 2025, to ensure
continued alignment with legal and organizational requirements.

The Company has in place a Policy and Guidelines for Prevention
and Prohibition of Sexual Harassment at Workplace, in line with the
requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act”).
The Internal Complaints Committee (“ICC”) redresses the complaint
received regarding sexual harassment of women at workplace.
All employees (permanent, contractual, temporary, trainees) are
covered under this Policy.

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

The Company has submitted its Annual Report on the cases of sexual
harassment at workplace to District Officer, Mumbai, pursuant to
Section 21 of the POSH Act and Rules framed thereunder.

MATERNITY BENEFIT COMPLIANCE

1. Details of the maternity leave provisions implemented in the
organization - Yes as per the Provision of Maternity Benefits
Act women are entitled to a maximum of 26 weeks of maternity
benefit, with up to 8 weeks before the expected delivery and the
remaining weeks after.

2. Information on salary and benefits extended during the
maternity leave period - Yes before proceeding on Maternity
leave HR briefs on salary (Salary continue paid during Maternity
leave upto the maximum leave period as per the provision of
the act).

3. Any additional entitlements or facilities provided to
employees - Reimbursement of Medical expenses upto a
certain limit.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder,
the draft Annual Return is hosted on the website of the Company
Draft Annual Return.

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, 2025, 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, 2025, 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 Act 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 have 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 have 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 Kaiwan Kalyaniwalla

Managing Director Chairman & Non-Executive Director

DIN:07019419 DIN: 00060776

Date: May 14, 2025
Place: Mumbai