The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or
"Afcom Holdings Limited"), along with the audited financial statements, for the financial year ended 31st March, 2025 (FY
2024-25).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(In lakhs)

In FY 2024-25, For the year ended 31st March, 2025, the Company achieved a revenue from operations of '23,871.80
lakhs, compared to '14,754.55 lakhs in the previous year, reflecting strong growth. Including other income of '382.35
lakhs as against ' 63.72 lakhs in the previous year, the total income stood at '24,254.16 lakhs, higher than '14,818.27
lakhs reported in the previous year.

Total expenses amounted to '17,733.02 lakhs, up from '11,386.37 lakhs in the previous year, driven mainly by higher
operating costs and increased employee benefit expenses. After accounting for expenses, the Company recorded a
Profit Before Tax of '6,521.14 lakhs, nearly double the '3,428.49 lakhs reported in the previous year.

Post tax provisions of '1,678.91 lakhs as compared to '884.32 lakhs in the previous year, the Net Profit for the year
was '4,842.23 lakhs, which is a significant improvement over ' 2,544.16 lakhs in the previous year. Earnings per share
(EPS) improved to '21.61, up from ' 14.38 in the previous year.

On the balance sheet front, the Company's Net Worth stood at '22,036.74 lakhs as on 31st March, 2025, marking
a sharp increase from '10,324.93 lakhs in the previous year, driven by internal accruals and equity infusion. Total
assets rose to '27,543.74 lakhs, compared to '13,759.87 lakhs in the previous year.

Cash flow from operations remained positive at '2,738.25 lakhs, although lower than ' 3,114.00 lakhs recorded in
the previous year. The overall cash position declined to '8.54 lakhs from '309.63 lakhs in the previous year, primarily
due to significant deployment in non-current assets. Financing activities, notably equity infusion and borrowings,
provided liquidity for expansion.

Details of utilisation of proceeds from Initial Public Offer (IPO):

The Company got Listing Approval from BSE for Initial Public Offer of its Equity Shares of face value of ' 10/- each
on 08th August, 2024. The Company has issued 68,36,400 Equity Share of Rs.10/- each at a premium of ' 98/- each
by way of Initial Public Offer ("IPO") and got listed on BSE SME Platform of Bombay Stock Exchange of India Limited
on 09th August, 2024. Accordingly, these Audited Financial Result for the year ended 31st March, 2025 are drawn in
accordance with the Regulations 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015,
as amended.

The details of utilisation of IPO proceeds as on 31st March, 2025 is as follows:

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

Afcom Holdings Limited, established in 2013, is one of the leading players in the air cargo transportation industry.
The Company was founded by aviation veteran Capt. Deepak Parasuraman, who brings over 25 years of experience
in the sector. The company leverages its extensive expertise in logistics and aviation to offer seamless airport-to-
airport cargo transport services.

The Company offers a range of cargo solutions and products, including General Cargo, Flying Fresh, Flying Pharma,
Flying Priority, Fly Courier, Project Cargo, Dangerous Goods, and High-Value Cargo. Its services extend across various
ASEAN countries, reflecting the company's commitment to growth, safety, and service excellence.

The Company's current fleet comprises two Boeing 737-800 BCF aircraft, which are equipped to handle cargo efficiently
and on time. The company is recognized for its operational excellence and reliability in cargo transportation. To further
enhance its service to its customers, the company offers bonded trucking services through its channel partners, which
strengthens its last-mile connectivity in South India and ensures a comprehensive end-to-end logistics solution.

The Company continues to explore new partnerships and routes to enhance its global service offerings and deliver
maximum value to its customers.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board reports that no material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year ending 31st March, 2025 and the date of this Report.

4. DIVIDEND

Considering future growth prospects for the company, the Board of Directors decided to retain the profits earned
and therefore does not recommend any dividend for the FY 2024-25.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the FY 2024-25.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the FY 2024-25, there was no change in the nature of Business of the Company and continues to be in the
same line of business as per the main object of the Company.

7. COST AUDIT

The provision of section 148 of the Companies Act,
2013 read with The Companies (Cost Records and
Audit) Rules, 2014 and Rule 14 of the Companies
(Audit and Auditor) Rules, 2014 are not applicable to
the Company.

8. SUBSIDIARY COMPANY, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company does not have any subsidiary
companies, joint ventures and associate companies.

9. CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital

The authorised capital of the Company stood at
25,00,00,000/- (Rupees Twenty five crore only)
divided into 2,50,00,000 (Two crore fifty lakhs
only) Equity shares of 10/- (Rupees Ten) each.

b. Paid-Up Capital

The Paid-up share capital of the Company stood
at 24,85,77,060 (Rupees Twenty four crore eighty
five lakhs seventy seven thousand sixty only)
divided into 2,48,57,706 (Two crore forty eight
lakhs fifty seven thousand seven hundred and
six only) Equity shares of Rs.10/- (Rupees Ten)
each.

10. DEPOSITS

The Company has not accepted or renewed any
deposits falling within the purview of Section 73 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, during the year
under review. However, the Company has filed Form
DPT-3 in respect of certain amounts classified as 'not
deposits', in compliance with Rule 16 of the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no
disclosures are required under Rule 8(5)(v) and (vi) of
the Companies (Accounts) Rules, 2014.

11. BORROWINGS

As on 31st March, 2025, an amount of ' 2605.14
Lakhs was outstanding towards borrowings, which
comprises of both secured and unsecured loans.

12. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE

a. Buy Back of Securities

The Company has not bought back any of its
securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the year under review.

c. Bonus Shares

The Company has not issued any Sweat Equity
Shares during the year under review.

d. Employees Stock Option Plan

The Company has not issued any Employee Stock
Option Plan during the year under review.

e. Initial Public Offer (IPO)

The Company has issued 68,36,400 Equity
Shares aggregating? 7383.31 lakhs during the
year under review.

f. Issue of equity shares with differential rights
as to dividend, voting or otherwise

The Company has not issued any equity shares
with differential rights as to dividend, voting or
otherwise.

g. Issue of shares (including sweat equity
shares) to employees of the Company under
any scheme

The Company has not issued any shares
(including sweat equity shares) to employees of
the Company under any scheme.

13. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation,
the Compliance with the Corporate Governance
provisions shall not apply in respect of the following
class of the Companies:

• Listed entity having paid up equity share capital
not exceeding ?10 Crore and Net worth not
exceeding 25 Crore, as on the last day of the
previous financial year;

• Listed entity which has listed its specified
securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions
of Corporate Governance are not applicable to the
Company and it does not form the part of the Annual
Report for FY 2024-25.

d. Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under
the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet
the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided
under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are
independent of the management and also possess requisite qualifications, experience, and expertise and hold
highest standards of integrity. Further, there has been no change in the circumstances affecting their status as
Independent Directors of the Company. The Board has taken on record the declarations of the Independent
Directors, after undertaking due assessment of the veracity of the same.

e. Familiarization Program for Independent Directors

All Directors including Independent Directors are made familiar with their rights, roles and responsibilities in the
company at the time of appointment and also on a recurring basis.

f. Committees of the Board

The Company has constituted the following Committees of the Board of Directors:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Composition of the Audit Committee is as
follows:

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013.

ii. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Composition of the Nomination and
Remuneration Committee is as follows:

iii. Stakeholders Relationship Committee

Pursuant to the provisions of section 178(5) of the Companies Act, 2013, Composition of the Stakeholders
Relationship Committee is as follows:

iv. Borrowings Committee

Based on the requirement by the Management, a Borrowings Committee was constituted under the Powers of
the Board pursuant to the provisions of Section 179 of the Companies Act, 2013 in the Board meeting held on
27th May, 2025 Composition of the Borrowings Committee is as follows:

j. Board Evaluation

The Companies Act 2013 states that a formal
annual evaluation needs to be made by the
Board and Schedule IV of the Companies Act
2013 states that the performance evaluation of
Independent Directors shall be done by the entire
Board of Directors, excluding the Director being
evaluated. The performance of the Board was
evaluated by the Board and after seeking inputs
from all the Directors on the basis of the criteria
such as the Board composition and structure,
effectiveness of Board processes, information
flow, frequency of meetings and functioning
etc. The performance of the Committees was
evaluated by the Board and after seeking inputs
from the Committee Members. The Board and
the Nomination and Remuneration Committee
reviewed the performance of the individual
Directors on the basis of the criteria such as the
contribution of the individual Director to the
Board and Committee Meetings. The Chairman
was also evaluated on the key aspects of his role.
In a separate Meeting of Independent Directors,
performance of the Board as a whole and
performance of the Chairman was evaluated.

15. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and according
to the information and explanations obtained by
them, your Directors make the following statements
in terms of Section 134(3)(c) of the Companies Act,
2013:

a) In the preparation of the annual accounts, the
applicable accounting standards have been
followed and that no material departures have
been made for the same;

b) appropriate accounting policies have been
selected and applied consistently, and have 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 31st
March, 2025 and of the Profit of the Company for
the year ended 31st March, 2025;

c) proper and sufficient care have been taken for
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) the annual accounts have been prepared on a
going concern basis;

e) The Internal Financial Controls had been laid
down, to be followed by the Company and that
such Internal Financial Controls are adequate
and were operating effectively; and

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

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015, a
Management Discussion and Analysis Report is
attached to the Annual Report.

17. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The company has not given loans, guarantees and
investments covered under the provisions of Section
186 of the Act are given in the notes to the financial
statements.

18. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Act, all
contracts, and arrangements with related parties
under Section 188(1) of the Act, entered by the
Company during the financial year, were approved by
the Audit Committee and wherever required, also by
the Board of Directors.

Further, during the year, the Company had not
entered into any contract or arrangement with
related parties which could be considered 'material'
(i.e. transactions entered into individually or taken
together with previous transactions during the
financial year, exceeding rupees one thousand crore
or ten percent of the annual consolidated turnover
as per the last audited financial statements of the
Company, whichever is lower) according to the policy
of the Company on materiality of Related Party
Transactions.

The Company had entered transaction with related
parties which is required to be reported in Form
No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, hence the disclosure under
Form AOC-2 is applicable to the Company and
enclosed in Annexure

You may refer to Related Party transactions in Note
No. 28 of the Standalone Financial Statements for
more details.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act,
2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company was
required to spend an amount of '40.50 lakhs towards
CSR activities during the financial year.

While the said amount was not spent on CSR activities
during the financial year ended 31st March, 2025, the
Company has, in accordance with the second proviso
to Section 135(5) of the Act, subsequently transferred
the entire unspent amount of '40.50 lakhs to the
'Prime Minister's Citizen Assistance and Relief in
Emergency Situations (PM CARES) Fund', which is an
eligible CSR activity under Schedule VII of the Act.

The transfer was made within the statutory timeline,

i.e., on or before 30th September, 2025, thereby
ensuring full compliance with the applicable legal
provisions.

20. VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive
Whistle-blower Policy in line with the provisions of
Section 177(9) and Section 177(10) of the Companies
Act, 2013 with a view to enable the stakeholders,
including Directors, individual employees to freely
communicate their concerns about illegal or unethical
practices and to report genuine concerns to the
Audit Committee of the Company. The mechanism
provides adequate safeguards against victimisation of
Directors or employees who avail of the mechanism.
The Vigil Mechanism has been placed on the website
of the Company.

21. DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed
by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the
Company's operations in future.

During the year under review, your Company had not
received any complaint.

22. WEBLINK FOR ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of

the Companies (Management and Administration)
Rules, 2014, the Annual Return (Form MGT-7) for
the financial year ended 31st March, 2025, will be
made available on the Company's website and can
be accessed at https://afcomcargo.com/investors/
corporate-announcements/annual-return/.

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

i. Your Company is taking utmost care to conserve
energy wherever possible.

ii. There was no technology absorption, foreign
earnings during the year under review.

iii. The foreign exchange earnings and outgo during
FY 2024-25 are as follows:

Foreign Exchange Earnings - ' 237.78 lakhs

Foreign Exchange Outgo - ' 167.69 lakhs

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability
Report pursuant to Regulation 34(2) (f) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company
for the financial year ended on 31st March, 2025.

25. MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the
Independent Directors was held on 13th March, 2025.
The Independent Directors at the meeting, inter-alia,
reviewed the following:

• Performance of Non-Independent Directors and
Board as a whole.

• Performance of the Chairman of the Company,
taking into account the views of Executive
Directors and Non-Executive Director.

• Assessed the quality, quantity and timeliness
of flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs ('IICA') towards the inclusion of

their names in the data bank and they meet the
requirements of proficiency self-assessment test. The
Company has received declarations of independence
in accordance with the provisions of the Act as well
as the LODR Regulations from all the Independent
Directors.

26. ADEQUACY OF INTERNAL CONTROLS AND
COMPLIANCE WITH LAWS

The Company has in place adequate internal financial
controls with reference to financial statements.
During the year under review, such controls were
tested and no reportable material weakness in the
design or operation were observed.

27. SECRETARIAL STANDARDS

The Company has complied with the applicable
provisions of Secretarial Standards 1 and 2 issued
by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

28. REMUNERATION POLICY

The Company has, on the recommendation of the
Nomination & Remuneration Committee, framed and
adopted a Nomination and Remuneration Policy in
terms of the Section 178 of the Act. The policy, inter
alia, lays down the principles relating to appointment,
cessation, remuneration and evaluation of directors,
key managerial personnel and senior management
personnel of the Company. The Nomination &
Remuneration Policy of the Company is available on
the website of the Company.

29. NON-EXECUTIVE DIRECTORS' COMPENSATION AND
DISCLOSURES

None of the Independent/Non-Executive Directors
have any pecuniary relationship or transactions with
the Company which in the Judgement of the Board
may affect the independence of the Director.

30. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the
Companies Act, 2013 and the Rules made thereunder
are as follows:

Number of employees as on the closure of financial
year:

31. AUDITORS

a. Statutory Auditors

The shareholders of the company at the 11th
Annual General Meeting held on 15th July,
2024 appointed M/s. PPN & Company (Firm
Registration Number: 013623S), as the Statutory
Auditors of the Company to hold office till
conclusion of the Annual General Meeting to be
held in FY 2025-26. The Company has received
confirmation from them that their appointment
is within the limits specified under the Act and are
eligible to continue as Auditors of the Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the requirement of obtaining a Secretarial Audit
Report in Form MR-3 is applicable to every listed
company and such public companies which
meet the prescribed thresholds of paid-up share
capital or turnover. Since the Company does
not fall under the said category, the provisions
relating to Secretarial Audit are not applicable to
the Company.

c. Internal Auditors

M/s. KRMM & Associates (Firm Registration
Number: 020764S) performs the duties of
Internal Auditors of the Company.

32. AUDITORS' REPORT

There are no disqualifications, reservations, adverse
remarks or disclaimers in the auditor's report and
secretarial auditor's report. The Auditors have not
reported any frauds under sub-section (12) of section
143 of the Companies Act, 2013.

33. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the
maintenance of Cost Records under Section 148(1) of
the Companies Act, 2013 for the Company.

34. RISK MANAGEMENT POLICY

The Company has a Proper Risk Management Policy
towards Operations and Administrative affairs of the
Company. The Directors review the Policy at regular

intervals of time and ensure Proper Implementation
of the Policy.

35. LISTING OF EQUITY SHARES

Your Company's shares were listed with BSE Limited
(BSE SME platform) on 09th August, 2024. Your
Company has paid the requisite Listing Fees for FY
2024-25.

36. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual
harassment at the workplace. During FY 2024-25, the
Company has not received any complaints of sexual
harassment. The company has formed Internal
Complaint Committee to address issues pertaining
to sexual harassment at workplace, during the period
under the review no complaint has been received to
Internal Complaint Committee. During FY 2024-25,
there were no complaints received or pending.

Summary of sexual harassment complaints received
and disposed of during the financial year:

37. DISCLOSURE RELATING TO LOANS AND ADVANCES
TO FIRMS / COMPANIES IN WHICH DIRECTORS ARE
INTERESTED BY NAME AND AMOUNT

During the year under review, your Company did
not provide any loans / advances, to any Firms /
Companies in which Directors are interested.

38. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE FINANCIAL YEAR

There is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during FY 2024-25.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During FY 2024-25, your Company has not opted for
any one-time settlement, hence disclosure under this
clause is not applicable for the Company.

40. GENERAL DISCLOSURE

During the year, there were no transactions requiring
disclosure or reporting in respect of matters relating
to:

a) issue of equity shares with differential rights as
to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to
employees of the Company under any scheme;

c) raising of funds through preferential allotment
or qualified institutions placement;

d) instance of one-time settlement with any bank or
financial institution.

41. CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

Pursuant to Regulation 34(3) and Schedule V Para
C clause (10) (i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 relating
to certificate of non-disqualification of directors is not
applicable to the company as company has listed its
specified securities on the SME Exchange.

42. COMPLIANES WITH RESPECT TO THE MATERNITY
BENEFIT ACT, 1961

The company has complied with provisions relating to
The Maternity Benefit Act, 1961.

43. ACKNOWLEDGEMENTS

Your directors take this opportunity to acknowledge
all stakeholders of the Company viz members,
customers, suppliers, bankers, business partners/
associates, financial institutions and various
regulatory authorities for their consistent support/
encouragement to the Company.