Dear Members,
Your Directors present the report of the Business and Operations of your Company
(‘the Company' or ‘AGL'), along with the audited financialstatements,forthe year
ended March 31, 2025. The Consolidated Performance of your Company and its subsidiaries
has been referred to wherever required.
Financial Highlights
The summarized standalone and consolidated financial results of the Company for the
financial year ended March 31, 2025 as compared to the previous year are as under:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
Financial Year 2024-25 |
Financial Year 2023-24 |
| Total Income |
2,130 |
1,111 |
154,051 |
1,49,030 |
Profit/(Loss) before Depreciation & Amortization |
1,318 |
494 |
7,376 |
3,084 |
Expenses, Exceptional items & Tax Expenses |
|
|
|
|
| Less : Depreciation and Amortization Expenses |
30 |
41 |
7,337 |
6,882 |
| Profit/(Loss) before tax & Exceptional items |
1,288 |
453 |
39 |
(3,798) |
| Exceptional items Income / (Expense) |
357 |
2,663 |
349 |
3449 |
Profit/(Loss) before tax |
1,645 |
3,116 |
388 |
(349) |
| Less: Tax expenses |
122 |
(58) |
(649) |
(718) |
Profit/(Loss) after tax from continuing operations |
1,523 |
3,174 |
1,037 |
369 |
Profit/(Loss) before tax from discontinuing operations158 |
243 |
158 |
243 |
| Tax expense of discontinued operations |
- |
- |
- |
- |
| Profit/(Loss) after tax from discontinuing operations |
158 |
243 |
158 |
243 |
Profit/(Loss) for the period - continuing & discontinuing
operations |
1,681 |
3,417 |
1,195 |
612 |
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, 2025.
The
Dividend Distribution Policy of the Company is available on the Company's website and
can be accessed at https://www. allcargogati.com/investor/corporate-policies.
Review of Operations
Consolidated:
During the year under review, at consolidated level, your
Company achieved a revenue of 1,54,051 Lakhs, EBTDA of 7,376 Lakhs, PBT of 388 Lakhs
and PAT of 1,037 Lakhs as against a revenue of 1,49,030 Lakhs, EBTDA of 3,084 Lakhs, PBT
of (349) Lakhs and PAT of 369 Lakhs respectively in the previous year.
Standalone:
At standalone level, your Company recorded revenue of 2,130 Lakhs, EBTDA of 1,318
Lakhs, PBT of 1,645 Lakhs and PAT of 1,523 Lakhs as against revenue of 1,111 Lakhs, EBTDA
of 494 Lakhs, PBT of 3,116 Lakhs and PAT of 3,174 Lakhs in previous year.
Performance and Financial Details of Subsidiaries and Associates
Pursuant to The financial performance of the subsidiaries and associate are discussed
in the Report on Management Discussion & Analysis Report. Pursuant to the provisions
of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the
Company has prepared Consolidated Financial
Statements of the Company and its subsidiaries containing the salient features of
financial statement of subsidiaries and associate in Form AOC-1 which forms part of the
Annual Report. In accordance with Section 136 of the Act, the Annual Accounts of the
Subsidiaries are available on the Company's website and also open for inspection by any
Member at the Company's
Corporate Office. The Company will make available these documents and the related
detailed information upon request by any Member of the Company or any Member of its
Subsidiary, who may be interested in obtaining the same.
Subsidiaries, Associates & Joint Ventures and
Consolidated Financial Statements
In accordance with the Ind-AS 110 on Consolidated Financial Statements read with the
Ind-AS 28 on Accounting for Investments in Associates notified under Section 133 read with
Section 129(3) of the Act, the Audited Consolidated Financial Statements are provided in
the Annual Report.
The financial statements of the following Subsidiaries have been consolidated into the
financial statements of the Company: i. Gati Express & Supply Chain Private Limited
(formerly known as "Gati-Kintetsu Express Private Limited") ("GESCPL")
ii. Gati Import Export Trading Limited ("GIETL") iii. Zen Cargo Movers Private
Limited ("ZCMPL") iv. Gati Logistics Parks Private Limited ("GLPPL")
v. Gati Projects Private Limited ("GPPL")
The Company has one Associate Company i.e. Gati Ship Limited and the same is not
considered in the consolidation of accounts as the Company ceases to have significant
control after the sale of stake of 12.09% on May 16, 2014. Further, the Company has no
Joint Ventures.
In accordance with Regulation 16(1)(c) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations) GESCPL has been identified as a material unlisted subsidiary of the Company.
The Policy for Determining Material Subsidiaries as approved by the Board is uploaded
on the Company's website at https:// www.allcargogati.com/investor/corporate-policies
Shifting of the Registered office of the Company
During the year under review, there is no change in the registered office address of
the Company and the same is situated at "4th Floor, B Wing, Allcargo
House, CST Road, Kalina, Santacruz (East), Mumbai 400 098.
Reserves
No amount transferred to Reserves, in view of the need to conserve cash for future
operations.
Fixed deposits (FD)
As on March 31, 2025, fixed deposits of your Company stood at Rs. 15,66,000 out of
which Rs. 726,000 remain unclaimed and there were no overdue deposits as on that date.
During the year under review, your Company has not accepted any Fresh/Renewal of deposits.
There was no default in repayment of deposits or payment of interest thereon during the
year and there are no deposits which are in non-compliance with the requirements of the
Act. The current fixed deposits carry a rating of "CARE BBB" issued by CARE
Ratings Limited. The Company has also transferred unclaimed public deposits as at March
31, 2025 amounting to Rs. 8.28 Lakhs, during the period under review.
Directors and Key Managerial Personnel (KMP)
During the year and upto the Report's date, following changes took place i.
Re-designation/ Appointment/Resignation/Cessation of Director:
The Board of Directors of the Company, at its meeting held on August 5, 2025, based on
the recommendation of the
Nomination and Remuneration Committee, approved the re-designation of Mr. Shashi Kiran
Shetty (DIN: 00012754) from Chairman & Managing Director to Chairman & Director of
the Company and also appointed Mr. Ketan Nishikant Kulkarni (DIN: 10735941) as an
Additional Director (Executive) and designated him as the Managing Director & Chief
Executive Officer of the Company, for a period of two years commencing from August 5, 2025
to August 4,
2027 (both days inclusive), subject to the approval of the
Shareholders at the ensuing Annual General Meeting (the
AGM).
Mr. Pirojshaw Aspi Sarkari (DIN: 00820860) resigned as a Non-Executive, Non-Independent
Director of the Company with effect from November 30, 2024, on account of attaining the
retirement age in line with the Company's policy and accordingly ceased to be the Director
of the
Company with effect from the said date.
The Board placed on record its sincere appreciation of the invaluable guidance,
leadership and contribution made by
Mr. Pirojshaw Aspi Sarkari during his tenure as Director of the Company, which played a
significant role in the growth and success of the Company. ii. Re-appointment of
Director:
Mr. Dinesh Kumar Lal (DIN: 00037142) was appointed as Independent Director of the
Company from July 3, 2020 July 2, 2025 Considering the performance evaluation,
contribution to the Company during his first term of office, his knowledge, qualification
and experience along with skills and expertise he brings on the Board and based on
recommendations of the Nomination and Remuneration
Committee, the Board approved the re-appointment of
Mr. Dinesh Kumar Lal for a second term of consecutive five years commencing from July
3, 2025 , to July 2, 2030 (both days inclusive) , subject to the approval of the
Shareholders at the ensuing AGM.
Mr. Ravi Jakhar (DIN: 02188690), Non- Executive Director, retires by rotation in
compliance with Section 152 of the
Act, at the ensuing the AGM of the Company and being eligible, offers himself for
re-appointment. The Board of Directors are also of the opinion that Mr. Ravi Jakhar
fulfils all the conditions as mentioned in the Act.
The resolutions seeking Shareholder's approval for the appointment and re-appointment
forms part of the
Notice. The details of the Director being recommended for appointment and
re-appointment are contained in the accompanying Notice of the AGM. iii. Key Managerial
Personnel:
During the year under review and upto the Report's date, the following changes took
place in the composition of the Key Managerial Personnel (KMP) of the Company in terms of
Sections 2(51) and 203 of the Act read with the applicable Rules thereunder: Mr. Anish T.
Mathew, Chief Financial Officer and designated KMP, resigned with effect from October 30,
2024. Ms. T. S. Maharani, Company Secretary & Compliance Officer and designated KMP,
resigned with effect from October 3, 2024.
Mr. Piyush Khandelwal was appointed as Company Secretary and designated KMP with effect
from November 7, 2024 and resigned with effect from May 26, 2025. Mr. Deepak Jagdish
Pareek was appointed as Chief Financial Officer and designated KMP with effect from
November 7, 2024.
Mr. Shekhar Ramjeet Singh was appointed as Company Secretary, designated as KMP, with
effect from August 5, 2025.
The Board placed on record its sincere appreciation of the valuable contributions made
by Mr. Anish T. Mathew, Ms. T. S. Maharani and Mr. Piyush Khandelwal during their tenure
with the Company.
In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the
following officials are the Key
Managerial Personnel of the Company as on the date of this Report: a. Mr. Shashi Kiran
Shetty Managing Director (up to
August 5, 2025) b. Mr. Ketan Nishikant Kulkarni Managing Director & Chief Executive
Officer (with effect from August 5,
2025) c. Mr. Deepak Jagdish Pareek Chief Financial Officer (with effect from November
7, 2024) d. Mr. Shekhar Ramjeet Singh Company Secretary
(with effect from August 5, 2025)
Particulars of Employees and related disclosures
The remuneration paid to your Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19
of the Listing Regulations. The salient aspects covered in the Nomination and Remuneration
Policy have been outlined in the Corporate Governance Report which forms part of this
Annual report.
The information required under section 197 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) in respect of
Directors/employees of the Company is set out in the Annexure A which forms part of
this Report.
Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Act and Regulation 16(1)(b) of the
Listing Regulations, all the Independent
Directors of your Company have given declaration that they have met the criteria of
independence as required under the Act and the Listing Regulations.
Remuneration Policy
Your Directors have, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Director(s), Senior Management
Personnel and their remuneration. The Remuneration Policy forms part of the Corporate
Governance Report.
Board Evaluation
Pursuant to the provisions of the Act and the Listing Regulations, annual performance
evaluation is to be done for the Board, its Committees, the Chairman and Individual
Directors. To ensure an effective evaluation process, the Nomination and
Remuneration Committee of the Board of Directors ("NRC") has put in place
evaluation framework for conducting the performance evaluation exercise.
Based on the criteria set by NRC, the Board has carried out annual evaluation of its
own performance, its Committees and individual Directors for financial year 2024-25. The
questionnaires on performance evaluation were broadly based on the Guidance Note on Board
Evaluation issued by the
Securities and Exchange Board of India on January 05, 2017.
An online platform has been provided to each Director for their feedback and
evaluation. The evaluation process was anchored by an independent professional agency to
ensure independence, confidentiality and neutrality. A report on the evaluation process
and the results of the evaluation were presented by the agency to the Board.
The performance evaluation of the Board was done on key attributes such as composition,
administration, corporate governance, independence from Management, etc. Parameters for
evaluation of Directors included constructive participation in meetings and engagement
with colleagues on the Board.
Similarly, committees were evaluated on parameters such as adherence to the terms of
the mandate, deliberations on key issues, reporting to Board, etc. Evaluation of the
Chairman of the Company was on the basis of his leadership, guidance to the Board and
overall effectiveness.
Thereafter, at the Board meeting, the performance of the Board, 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, Board and its Committees.
Independent Directors' Meeting
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations,
Independent Directors of the Company are required to hold at least one meeting in a
financial year without the attendance of Non- Independent Directors and Members of
management.
During the year under review, Independent Directors met separately on March 25, 2025,
inter- alia, for:
Evaluation performance of Non-Independent Directors and the
Board of Directors of the Company as a whole.
Evaluation performance of the Chairman of the Company, taking into views of Executive
and Non-Executive Directors. Evaluation of the quality, content and time line of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
Particulars of Loans, Guarantees 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, 2025, forms part of the Financial Statements.
Corporate Social Responsibility (CSR)
In terms of section 135 and Schedule VII of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 made thereunder, as amended, the Board of
Directors of your
Company have constituted a Corporate Social Responsibility Committee.
During the year under review, there was no requirement of amount to be spent on CSR
activities, in absence of the profits in the immediately three preceding financial years.
The Composition of CSR Committee and CSR Policy are available on the Company's website
https://www.allcargogati.com/investor/ corporate-policies.
Related Party Transactions
In line with the requirements of the Act and Listing Regulations, your Company has
formulated a Policy on Related Party
Transactions which is also available on the Company's website at
https://www.allcargogati.com/investor/corporate-policies.
The Policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all transactions between the Company and Related Parties.
Related party transactions that were entered during the financial year were on an arm's
length basis and were in the ordinary course of business. There were no material related
party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as
per the last audited financial statements, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable. The details of the transactions with
related parties are provided in Note No. 42 to the Financial Statements.
Vigil Mechanism
The Whistle-blower Policy has been framed in compliance with the provisions of Section
177(10) of the Act and Regulation 22 of the Listing Regulations and the same is made
available on the website of your Company at https://www.allcargogati.com/
investor/corporate-policies.
Policy on prevention of Sexual Harassment at
Workplace
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, your
Company has complied with the provisions related to the Constitution of
Internal Complaints Committee (ICC).
The Company has taken several initiatives across the organization to build awareness
amongst employees about the Policy and the provisions of Prevention of Sexual Harassment
of Women at Workplace Act.
No complaint on sexual harassment was received during the year under review.
Familiarisation Programme for Independent Directors
Pursuant to the Listing Regulations, the Company shall familiarise the Independent
Directors with the Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the Company, etc. The
Directors are regularly informed during meetings of the Board and Committees on the
business strategy, business activities, business operations and issues faced by the
Logistics industry.
The details of the Familiarisation programme process for the Independent Directors
forms are provided in the Corporate
Governance Report, which forms part of this Report.
Directors' Responsibility Statement
Pursuant to the requirement under section 134(5) of the Act, with respect to the
Directors' Responsibility Statement relating to the Company, it is hereby confirmed: a)
That in the preparation of the Accounts for the financial year ended March 31, 2025, the
applicable accounting standards and schedule III of the Act (including any statutory
modification(s) or re-enactment(s) for the time being in force), have been followed along
with the proper explanation relating to material departure; b) That the Directors have
selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 and loss of the
Company for the financial year ended March 31, 2025; c) That proper and sufficient care
has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act (including any statutory modification(s) or re-enactment(s) for the
time being in force), for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) That the accounts have been prepared on
'going concern' basis; e) The directors had laid down internal financial controls to be
followed by the company and such internal financial controls are adequate and the Company
is constantly endeavouring to improve the standards of internal control in various areas
and taking steps to strengthen the internal control system to make it commensurate and
effective with the nature of its business; f) The directors have devised proper systems to
ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.
Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in
Form MGT-7 as on March 31, 2025 is available on the Company's website at www.
allcargogati.com
Risk Management Policy
The Company has a well-defined process in place to ensure appropriate identification
and treatment of risks. Risk identification exercise is inter-woven with the annual
planning cycle which ensures both regularity and comprehensiveness.
The identification of risk is done at strategic, business, operational and process
levels. While the mitigation plan and actions for risks belonging to strategic, business
and key critical operational risks are driven by senior leadership, for rest of the risks,
operating managers drives the conception and subsequent auctioning of mitigation plans.
All risks are well integrated with functional and business plans and are reviewed on a
regular basis by the senior leadership.
The Company, through its risk management process, aims to contain the risks within its
risk appetite. There are no risks which in the opinion of the Board that threatens the
existence of the Company. However, some of the risks which may pose challenges are set out
in the Management Discussion and
Analysis which forms part of this A Report.
Internal Financial Controls
Your Company has established and maintained a framework of internal financial controls
and compliance systems. Based on the framework of internal financial controls and
compliance systems established and maintained by the Company, the work performed by the
internal, statutory and secretarial auditors and external consultants, including the audit
of internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls were
adequate and your Company is constantly endeavouring to improve the standards of internal
control in various areas and taking steps to strengthen the internal control system to
make it commensurate and effective with the nature of its business.
Further, the Statutory Auditors of your Company have also issued an attestation report
on internal control over financial reporting (as defined in Section 143 of Act) for the
financial year ended March 31, 2025, which forms part to the Statutory Auditors Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Act, read with Investor Education and
Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividend
are required to be transferred by the company to the IEPF established by the Central
Government, after the completion of seven years. Further, according to the Rules, the
shares in respect of which dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to demat account created by the
IEPF Authority. Accordingly, the company has transferred the unpaid or unclaimed
dividend amounting to Rs. 15,60,080/- for the financial year 2016-17 during the period
under review. Further, the Company has also transferred unclaimed public deposits
amounting to Rs. 8.28 Lakhs/- during the current financial year.
Auditors a) Statutory Auditors
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No.
101049W/E300004), were appointed as the Statutory Auditors of the Company at the 27th
Annual General Meeting of the Company held on August 9, 2022, for a first term of five
consecutive years, i.e., from the conclusion of the 27th AGM until the
conclusion of the 32nd AGM of the Company to be held for the financial year
2026 27.
The Statutory Auditors have issued their Independent
Auditors' Report on the financial statements of the Company for the year ended March
31, 2025. The Report contains an unmodified opinion and does not include any
qualification, reservation, adverse remark, or disclaimer.
No frauds have been reported by the Auditors under
Section 143(12) of the Act. b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s.
Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad to conduct the
Secretarial Audit of the Company for the financial year 2024-25 and furnish their report
to the Board. The Secretarial Audit Report for the financial year ended March 31, 2025 is
annexed as Annexure B-1 which forms part of this Report. As per regulation 24A(1)
of the Listing Regulations, a listed company is required to annex a Secretarial Audit
Report of its material unlisted subsidiary to its Annual Report. The Secretarial Audit
Report of Gati Express & Supply Chain Private Limited (formerly known as Gati-Kintetsu
Express Private Limited), a material subsidiary for the financial year ended March 31,
2025 is annexed as Annexure B-2, which forms part of this Report.
Further, based on the recommendation of the Audit
Committee and subject to the approval of the Members of the Company to be sought at the
ensuing AGM, the Board of Directors of your Company at its meeting held on August 5,
2025 has appointed M/s. Puttaparthi Jagannatham & Co., (Puttaparthi Jagannatham
& Co.), Company Secretaries, Hyderabad (ICSI Firm Registration No. P2008) as the
Secretarial Auditors of your Company for a term of 5 (five) consecutive years commencing
from the financial year 2025-26 till the financial year 2029-30.
Puttaparthi Jagannatham & Co. Company Secretaries, (COP No. 1483) has confirmed to
the Board of Directors of the Company that they are eligible to be appointed as the
Secretarial Auditors of the Company.
Qualifications / Reservations in the Auditors' Report & Secretarial Audit Report
There are no qualifications / reservations placed by the
Statutory Auditors and the Secretarial Auditor in their respective Reports for the
financial year ended March 31, 2025.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings & outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed as Annexure C to this Report.
Change in Capital Structure and Listing at Stock
Exchanges
The equity shares of your Company continue to be listed and traded on the BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE).
Allcargo Gati - Employees Stock Appreciation Rights Plan 2021 ("ESAR 2021")
The Shareholders of the Company have approved the 'Allcargo
Gati - Employees Stock Appreciation Rights Plan 2021 ('ESAR 2021'/'Plan') on January
27, 2022 and 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 Employee Stock
Appreciation Rights ("ESARs") under the Plan to the employees of the Company,
its Holding Company, Subsidiary Company(ies) and Associate Company(ies).
During the year under review, the Company granted 62,724 ESARs to eligible employees of
the Subsidiary Company 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:
Sr. No. |
Particulars
ESARs |
|
| 1 |
Total ESARs approved |
42,00,000 |
| 2 |
Less: ESARs granted |
(49,05,000) |
| 3 |
Add: ESARs lapsed (as per the Plan) |
18,35,000 |
|
Available ESARs |
11,30,000 |
Pursuant to the above, Company has issued 1,21,910 Equity
Shares at Rs. 2/- each to eligible employees under Allcargo Gati -
Employees Stock Appreciation Rights Plan 2021.
Further, 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 www.allcargogati.com
Qualified Institutional Placement:
The Board of Directors by way of its resolution dated December
21, 2023, and the Shareholders of the Company, pursuant to the special resolution
passed through Postal Ballot dated February
05, 2024, have authorized the issuance and allotment of such number of equity shares of
the Company of face value of 2 each, (the "Equity Shares") aggregating to an
amount up to 50,000 lakhs, pursuant to various modes of fund raise including a qualified
institutions placement.
Pursuant to the above, the Fund Raise Committee of the Board of Directors of the
Company authorized the opening of the Issue with the floor price of 106.07/- per Equity
Share and adopted the preliminary placement document vide its meeting held on June
24, 2024 and approved the placement document and closure of the Issue at its Meeting
held on June 27, 2024.
Further, the said Committee at its Meeting held on June 28, 2024 approved for the issue
and allotment of 1,67,60,800 equity shares of face value 2/- each of the Company to 30
successful Qualified Institutional Buyers (QIBs), at a price of 101/- Equity Share
(including premium of 99/- per Equity Share) and reflecting a discount of 5.07/- (i.e.
4.78%) on the floor price of 106.07/- per Equity Share, against receipt of full payment of
application monies aggregating to 169,28,40,800/- (Rupees One Hundred Sixty Nine Crores
Twenty Eight Lakhs Forty Thousand Eight Hundred Only).
Pursuant to the above, Company has issued 167,60,800 Equity Shares at Rs. 2/- each to
eligible QIBs.
Further, Issued, Subscribed and Paid-up Share Capital of the
Company as on the date of this Report is Rs. 29,41,51,102/- divided into 14,70,75,551
equity shares of Rs. 2/- each.
Sr. No. Particulars |
Paid up No. of Shares |
Paid up Share Capital (Rs. In lakhs) |
1. Share Capital as on April 01, 2024 |
13,02,52,027 |
2,605 |
2. Add: Issue of Shares under ESAR Plan |
62,724 |
1 |
3. Add: Issue of Shares through QIP |
1,67,60,800 |
336 |
4. Share Capital as on the date of this Report |
14,70,75,551 |
2,942 |
Company's Policies
The details of the policies approved and adopted by the Board are annexed as Annexure
- D to this Report.
Corporate Governance
Your Company is committed to maintain the high standards of corporate governance and
adhere to the corporate governance requirements set out by Securities and Exchange Board
of India. The Report on corporate governance as stipulated under Regulation 34 of the
Listing Regulations, forms part of this Annual Report and is annexed as Annexure - E.
The requisite certificate from the Practicing Company Secretary confirming compliance with
the conditions of corporate governance as stipulated under the aforesaid Regulations forms
part of this report.
Management Discussion and Analysis Report
(MD&AR)
Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34(2)(e) of the Listing Regulations, is presented in a
separate section and forms part of this Annual Report.
Business Responsibility and Sustainability Report (BRSR)
Business Responsibility and Sustainability Report for the financial year under review,
as stipulated under Regulation 34(2) (f) of the Listing Regulations and SEBI Circular
SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 dated May 10, 2021, is presented in a separate section
which forms part of this Report.
Proposed Amalgamation of our Company with
Allcargo Logistics Limited
The Board of Directors of your Company, on the recommendation of the Audit Committee
and the Committee of Independent
Directors, at their meetings held on December 21, 2023 approved per the composite
scheme of arrangement / amalgamation for restructuring of businesses (the
"Scheme") under Sections 230 to 232 read with Section 66 and other applicable
provisions of the Companies Act, read with (a) the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016, as amended from time to time; (b)
applicable regulation of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended; and (c)
relevant provisions of the Memorandum of Association and the Articles of Association of
your Company. The Scheme provides for the following: i. Allcargo Logistics Limited
("Allcargo Logistics Limited" or "Demerged Company" or
"Transferee Company 2") will be demerging its Business Division viz.
International Supply Chain to Allcargo ECU Limited ("Resulting Company" or
"AEL") and the consequent issue of equity shares by Resulting Company to the
shareholders of the Demerged Company and subsequent listing of such equity shares; ii.
Further, the Contract Logistics Business and Express
Logistics Business will be transferred by way of an amalgamation between Allcargo
Supply Chain Private Limited (formerly known as Avvashya Supply Chain Private
Limited) ("Transferor Company 1" or "ASCPL") and Gati Express &
Supply Chain Private Limited (formerly known as Gati Kintetsu Express Private Limited)
("Transferor Company 2" or "GESCPL") into our Company
("Transferee Company 1" or "Transferor Company 3" or "AGL")
and consequently the equity shares of Transferor Company 2 held by our Company, and of
Transferor Company 1 and
Transferor Company 2 held by the Demerged Company
(hereinafter known as ("Amalgamation 1") shall stand cancelled; and iii. Post
Amalgamation 1, our Company will be amalgamated into Transferee Company 2 and the Equity
Shares held by
Transferee Company 2 shall stand cancelled (hereinafter known as ("Amalgamation
2").
The Company has received regulatory approvals from the Stock Exchanges (BSE and NSE),
and is awaiting final approval from Hon'ble National Company law Tribunal.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
3. During the period under review, none of the Auditors of the Company have reported
any fraud as specified under the second proviso of Section 143(12) of the Act (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force).
4. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of
Directors and General Meetings, issued by the Institute of
Company Secretaries of India.
5. There were no material changes commitments affecting the financial position of your
Company between the end of financial year (March 31, 2025) and the date of the report
(August 05, 2025).
6. The Company is not required to maintain cost records under Section 148(1) of the
Act.
7. The policy for determining material subsidiaries of the
Company has been provided on the Company's website at
allcargogati.com/investor/corporate-policies
Acknowledgment
Your Directors thank various departments of Central and State Government, Organizations
and Agencies for the continued help and co-operation extended by them to your Company.
Your
Directors also gratefully acknowledge all stakeholders of the
Company viz. Members, Customers, Dealers, Vendors, Financial Institutions, Banks and
other business partners for the excellent support received from them during the year under
review and the financial contribution and significant support from the largest shareholder
Allcargo Logistics Limited. Your Directors place on record their sincere appreciation to
all employees of the Company for their unstinted commitment and continued contribution to
the Company.
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