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Allcargo Terminals Limited Proxy Solicitation & Information Statement 2026

May 26, 2026

58975_rns_2026-05-26_7d09411b-9915-4cc4-8764-bf420c689bf4.pdf

Proxy Solicitation & Information Statement

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allcargo
TERMINALS

May 26, 2026

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 BSE Scrip Code: 543954/890228 To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 NSE Symbol: ATL/ATLPP

Sub: Notice of Postal Ballot - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed a copy of the Postal Ballot Notice dated May 21, 2026, together with the Explanatory Statement thereto (“Postal Ballot Notice”), for seeking approval of the members of Allcargo Terminals Limited on the Special Business, by way of Ordinary Resolution as set out below, through Postal Ballot by means of remote e-voting process (“e-voting”), pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Circulars issued by Ministry of Corporate Affairs (“MCA Circulars”) and Securities and Exchange Board of India, (“SEBI Circulars”) from time to time, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable laws, rules, and regulations:

Sr. no Description of Resolution Type of Resolution
1 Appointment of Mr. Shashi Kiran Shetty (DIN: 00012754) as a Non-Executive, Non-Independent Director of the Company. Ordinary Resolution

In compliance with the applicable MCA Circulars, the Postal Ballot Notice is being sent to all members whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz. National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with NSDL/CDSL, Depository Participants and/or MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“RTA”) as on Friday, May 22, 2026 (“cut-off date”).

The Company has engaged the services of NSDL for facilitating e-voting to enable the members to cast their votes electronically. The e-voting on the resolution set out in the Postal Ballot Notice shall commence on Thursday, May 28, 2026, at 9:00 a.m. (IST) and ends on Friday, June 26, 2026, at 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL thereafter.

The Postal Ballot Notice is also available on the Company's website at www.allcargoterminals.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also on the e-voting website of NSDL at www.evoting.nsdl.com.

The results of the Postal Ballot will be announced on or before Tuesday, June 30, 2026.

Kindly take the above on record.

Yours faithfully,

For Allcargo Terminals Limited

Malav

Mayank

Talati

Malav Talati

Company Secretary & Compliance Officer

Membership No: A59947

Place: Mumbai

ALLCARGO TERMINALS LIMITED
4th Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (E), Vidyanagari, Mumbai - 400 098, Maharashtra, India.
T: +91 22 6679 8110 | www.allcargoterminals.com | CIN: L60300MH2019PLC320697 | E: [email protected]

allcargo

TERMINALS

ALLCARGO TERMINALS LIMITED

CIN: L60300MH2019PLC320697

Registered Office Address: 4th Floor, A Wing, Allcargo House, CST Road, Kalina, Santacruz (East), Vidyanagari, Mumbai - 400098, Maharashtra, India

Tel. No.: +91 22 6679 8110, Email id:- [email protected]

Website: www.allcargoterminals.com

NOTICE OF POSTAL BALLOT

NOTICE PURSUANT TO SECTIONS 108 AND 110 OF THE COMPANIES ACT, 2013 AND RULES 20 AND 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, AS AMENDED, READ WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED

Dear Member(s),

Notice is hereby given pursuant to Section 108 read with Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) (including any statutory modification(s) or re-enactment thereof, for the time being in force), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), each as amended, from time to time, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (“MCA”) read with its General Circulars dated April 8, 2020, April 13, 2020, along with subsequent circulars issued in this regard and the latest dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), to transact special business as set out hereunder by passing a Ordinary Resolution as set out in this Notice is proposed for approval by the Members of the Company through Postal Ballot by voting through electronic means only (“remote e-voting”).

In terms of the requirements specified in General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and pursuant to relevant SEBI Circulars, the Notice is being sent in electronic mode only to those Members whose e-mail address are registered with the Company/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form as on Friday, May 22, 2026 (“cut-off date”) and whose email addresses are registered with the Company/ Depositories/ Depositories participant.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically.

The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act read with Rules framed thereunder, setting out all material facts concerning the resolution mentioned in this Postal Ballot Notice (“Notice”) is annexed hereto for your consideration. The Postal Ballot Notice is also available on the website of the Company at Notice of Postal Ballot at Postal-Ballot-Notice-May-21-2026

The Board of Directors, in their Board Meeting held on May 21, 2026, has appointed Mr Vaibhav Dandawate (ACS 51538) and in his absence Ms. Deepti Kulkarni (ACS 34733), Partners of M/s Makarand M. Joshi & Co., Practicing Company Secretaries, to act as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to its Members. In accordance with the Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is providing a remote e-voting facility for all its members to vote electronically. Members are requested to read the instructions in the notes in this Postal Ballot Notice to cast their vote electronically not later than 5:00 p.m. IST on Friday, June 26, 2026, (the last day to cast vote electronically) to be eligible for being considered. The instructions for remote e-voting are appended to this Notice.

After the completion of scrutiny, the Scrutinizer will submit his report to Mr Kaiwan Kalyaniwalla, Chairman of the Company or Mr Suresh Kumar Ramiah, Managing Director or Mr Malav Talati, Company Secretary & Compliance Officer of the Company. The results of e-voting will be announced on or before Tuesday, June 30, 2026 and will be displayed on the Company’s website www.allcargoterminals.com and will also be communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”).

The schedule of remote e-voting is as under:-

Commencement of remote e-voting Conclusion of remote e-voting
Thursday May 28, 2026, at 09:00 a.m. (IST) Friday, June 26, 2026, at 05:00 p.m. (IST)

The remote e-voting will be disabled by NSDL immediately thereafter.

ITEM OF BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT/E-VOTING:

SPECIAL BUSINESS: -

  1. Appointment of Mr Shashi Kiran Shetty (DIN: 00012754) as a Non-Executive, Non-Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of sections 149, 152, 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr Shashi Kiran Shetty (DIN: 00012754), who was appointed as an Additional Non-Executive Non-Independent Director of the Company with effect from May 21, 2026, under Section 161 of the Act, and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, under the promoter category, liable to retire by rotation.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things, and to take all such steps as may be necessary, expedient or desirable to give effect to this resolution.”

By order of the Board of Directors
For Allcargo Terminals Limited

Sd/-
Malav Talati
Company Secretary & Compliance Officer
(Membership Number: A59947)

Place: Mumbai
Date: May 21, 2026

Registered Office:
4th Floor, A Wing, Allcargo House, CST Road,
Kalina, Santacruz (East), Vidyanagari, Mumbai - 400098
Email ID: [email protected]
Website: www.allcargoterminals.com
Tel: +91 22 66798110
CIN: L60300MH2019PLC320697

Notes:

  1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’) and Secretarial Standard on General Meetings (‘SS-2’) setting-out the material facts relating to the aforesaid Resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’).

  2. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended and guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot, vide General Circular No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020, No. 39/2020 dated 31 December 2020, No. 10/2021 dated 23 June 2021, No. 20/2021 dated 8 December 2021, No. 03/2022 dated 5 May 2022, No. 11/2022 dated 28 December 2022, No. 09/2023 dated 25 September 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (hereinafter collectively referred to as ‘MCA Circulars’), and relevant SEBI circulars, this Notice is being sent only by e-mail to the members, whose e-mail ID is registered with the Company or with the National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) (hereinafter collectively referred to as ‘Depositories’) and whose names appear in the Register of Members maintained by the Company/ list of Beneficial Owners as received from the Depositories as on Friday, May 22, 2026 (‘Cut-off Date’).

  3. It is clarified that all members of the Company as on the Cut-off Date (including those members who may not have received this Notice due to non-registration of their e-mail ID with the Company or the Depositories) shall be entitled to vote on the Resolution in accordance with the process specified in this Notice.

  4. The members may note that this Notice will also be available on the Company’s website at Postal-Ballot-Notice-May-21-2026, at websites of the Stock Exchanges i.e. BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) at www.bseindia.com and www.nseindia.com, respectively and NSDL at http://www.evoting.nsdl.com being the agency providing the remote e-voting facility.

  5. The Company’s Registrar and Share Transfer Agent is M/s MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (“Link Intime”/“RTA”), C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400083.

To support the ‘Green Initiative’ and obtaining Annual Report of the Company, Members are requested to register their e-mail addresses by sending an e-mail on [email protected] by giving details like name, folio number, permanent account number and contact number. Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) (“DPs”) only.

  1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

a) For shares held in electronic form: to their DPs.

b) For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 along with relevant proofs and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024.

c) Institutional members (i.e. other than Individuals, Hindu Undivided Family, Non-Resident Indians) are required to send a scanned copy (PDF/ JPG Format) of their board resolution/ authority letter/ power of attorney etc., authorizing their representative to participate through remote e-voting. The said resolution/ authority letter/ power of attorney etc. shall be sent to the Scrutinizer(s) by e-mail through their registered e-mail ID at [email protected] with a copy to [email protected].

d) Voting rights will be reckoned on the paid-up value of equity shares registered in the name(s) of the members as on the Cut-off Date. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners received from the Depositories as on the Cut-off Date will be entitled to cast their vote by remote e-voting. A person who is not a member as on the Cut-off Date should treat this Notice for information purpose only.

e) There will be one e-vote for every Folio/Client ID irrespective of the number of joint holders

f) Remote e-voting will commence on Thursday, May 28, 2026, at 09:00 a.m. (IST) and end on Friday, June 26, 2026, at 05:00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

g) A Member cannot exercise his/her vote by proxy on Postal Ballot.

h) The date of completion of sending of the Notice and the Explanatory Statement will be announced through advertisement in the following newspapers: The Free Press Journal (English) and Navshakti (Marathi).

i) The Company has appointed Mr Vaibhav Dandawate (ACS 51538) and failing him Ms. Deepti Kulkarni (ACS 34733) partners of M/s Makarand M. Joshi & Co., Practicing Company Secretaries Firm as scrutinizer to scrutinize the e-voting process in a fair and transparent manner. They have given their consent for such appointment.

j) The Scrutinizer(s) shall submit their Report within two working days of the conclusion of the remote e-voting to the Chairman/ Managing Director/ Company Secretary, who shall

countersign and declare the result of the voting forthwith. The Resolution, if passed by the requisite majority, shall be deemed to have been passed at a duly convened general meeting.

k) The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e. June 26, 2026. Further, the resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

l) The result of the Postal Ballot along with the Scrutinizers' Report will also be placed on the Company's website at https://www.allcargoterminals.com/investor-announcements/ and on the website of NSDL at http://www.evoting.nsdl.com. The Company shall simultaneously forward the result to NSE and BSE, where the equity shares of the Company are listed.

m) Electronic copies of all the documents referred to in the Notice and the Statement shall be made available for inspection. Members will be able to inspect all documents referred to in the Notice electronically without any fee from the date of circulation of this Notice till the period of the conclusion of the remote e-voting. Members seeking inspection of such documents can send an e-mail to [email protected].

n) Any query in relation to the Resolution proposed to be passed by this Postal Ballot may be addressed at Email: [email protected] or for any query/grievance with respect to e-Voting, Members may refer to the Frequently Asked Questions (FAQs) for Members and e-Voting user manual for Members available at the download section of www.evoting.nsdl.com or send a request to NSDL at email id: [email protected]. After successful registration of the e-mail address, a copy of this Postal Ballot Notice along with the remote e-voting User ID and password will be sent to the registered e-mail address, upon request received from the Member.

o) The details in terms of SEBI Listing Regulations and other applicable provisions of the Act (including SS-2) are annexed hereto and form part of this Notice.

p) SEBI has mandated that all requests for transfer of securities including transmission and transposition requests, shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA for assistance in this regard.

q) Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

r) As per the provisions of Section 72 of the Act and aforesaid SEBI Circulars, the facility for making nomination is available for the Members in respect of the shares held by them in physical mode. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13 with RTA.

Further, members holding physical shares are informed that they can opt out of nomination or cancel the existing nomination by filing following form with RTA:

  • Form ISR – 3: For opting out of nomination by shareholder(s).
  • Form SH - 14: For cancellation or variation to the existing nomination of the shareholder(s).

s) SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023, has introduced Online Dispute Resolution (ODR), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform.

t) The results declared along with scrutinizer’s report shall be placed on the Company’s website i.e. https://www.allcargoterminals.com/investor-announcements/ besides being communicated to the Stock Exchanges and Registrar and Share Transfer Agent. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-Voting.

INSTRUCTIONS FOR REMOTE E-VOTING

In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with Master Circular January 30, 2026, issued by SEBI on e-voting facility provided by Listed Entities and SS-2, members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL on the Resolutions set-forth in this Notice of Postal Ballot, through remote e-voting only.

Information relating to remote e-voting

i. Day, date and time of commencement of voting through electronic means Thursday, May 28, 2026, at 09:00 a.m. (IST)

ii. Day, date and time of end of voting through electronic means beyond which voting will not be allowed after Friday, June 26, 2026, at 05:00 p.m. (IST).

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

| | 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on |
| --- | --- |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company

For example if folio number is
001^{}
and EVEN is 101456 then user ID is 101456001^{}

  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  2. Now, you will have to click on "Login" button.
  3. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
  1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
  2. Now you are ready for e-Voting as the Voting page opens.
  3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
  4. Upon confirmation, the message “Vote cast successfully” will be displayed.
  5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Veena Suvarna at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. Members who have not registered their email address with the Company or the Depositories and wish to receive the notice and/or case their vote through remote e-voting are required to register their email address with the Company on [email protected] Alternatively, a letter of request for registration of their email address, mentioning their name and DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID)/ folio number to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Appointment of Mr Shashi Kiran Shetty (DIN: 00012754) as a Non-Executive Non-Independent Director of the Company

Pursuant to provisions of Section 161 of the Act and other applicable provisions and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 21, 2026 approved the appointment of Mr Shashi Kiran Shetty (DIN: 00012754) as an Additional Director under the category of a Non-Executive and Non-Independent Director of the Company subject to approval of shareholders of the Company. Accordingly, it is proposed to appoint Mr Shashi Kiran Shetty (DIN: 00012754) as a Non-Executive and Non-Independent Director of the Company, liable to retire by rotation, effective from May 21, 2026.

The Company has received the requisite Forms ‘DIR 2’ & ‘DIR 8’ from Mr Shashi Kiran Shetty, in terms of Section 152(5) and 164 of the Act read with Rules 8 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (hereinafter referred to as “the Rules”), confirming his consent and eligibility for such appointment and Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority. The Company has also received a written notice under Section 160 of the Act from a member proposing his candidature. The Directorship held by Mr Shashi Kiran Shetty are within the limits prescribed under the Act and the Listing Regulations. Further, the proposed appointment is in compliance with the Nomination and Remuneration Policy of the Company.

As per sub-regulation (1C) of Regulation 17 of the Listing Regulation appointment of Mr. Shashi Kiran Shetty as Non-Executive- Non-Independent of the Company is subject to approval by the shareholders of the Company at the ensuing general meeting or within a time period of three months from the date of appointment, whichever is earlier. In accordance with the said provisions, it is proposed to obtain the approval of shareholders of the Company by way of Postal Ballot.

The brief profile of Mr. Shashi Kiran Shetty is as follows:-

Brief Profile:

Mr. Shashi Kiran Shetty is the Founder and Chairman of Allcargo Group, India’s largest homegrown logistics multinational, with a presence spanning 180 countries.

Over the past two decades, he has led Allcargo Group’s expansion into diverse verticals and global markets, successfully executing more than 18 strategic acquisitions across India and internationally. Among the most notable are the acquisition of ECU Worldwide (formerly ECULine), a global leader in LCL consolidation, and Gati, one of India’s premier express distribution companies.

Driven by a vision to simplify logistics and enhance efficiency, Mr. Shetty has been instrumental in steering the Group toward future-ready digital transformation. His leadership is anchored in a philosophy of care that extends beyond

business, guiding Allcargo Group’s purpose of enabling global supply chains while prioritizing sustainability. Under his direction, the Group has adopted a strategic sustainability roadmap and aims to achieve carbon neutrality by 2040.

Mr. Shetty currently serves as Chairman of the Board of Governance at IIM Mumbai (formerly NITIE). With his deep industry expertise and strong belief in the power of education, he actively promotes industry-academia collaboration to foster innovation and empower the next generation.

His contributions to global trade and industry have earned him numerous prestigious accolades. He was conferred the title of Commander of the Order of Leopold II by King Philippe of Belgium. He has also received an Honorary Doctorate from Mangalore University, been named Entrepreneur of the Year by Ernst & Young, honored with the Lifetime Contribution to Freight Award at the Global Freight Awards by Lloyd’s List, and awarded the Business Today Best CEO Award 2023, among many other national and international recognitions.

In recognition of his humanitarian efforts, Mr. Shetty was recently honored with the Karnataka Rajyotsava Award 2023. He has also been conferred an Honorary Doctorate, D.Sc. (Honoris Causa), by NITTE (Deemed University), Mangalore, for his inspiring entrepreneurial journey and contributions to society.

An active participant in global and national platforms, Mr. Shetty contributes to initiatives of the World Economic Forum and leading Indian industry bodies such as CII and ASSOCHAM.

A philanthropist at heart, he is deeply involved in community development and social welfare initiatives through the Avashya Foundation, the CSR arm of Allcargo Group. Beyond his professional and philanthropic pursuits, he is an avid golfer and an art enthusiast.

Details of Mr Shashi Kiran Shetty are provided in the “Annexure” to the Notice, pursuant to the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

Save and except Mr Shashi Kiran Shetty, Mrs Arathi Shetty and Mr Vaishnavkiran Shetty interested in the matter, none of the Directors or Key Managerial Personnel of the Company or relatives of Directors and Key Managerial Personnel are, in any way, concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board recommends the Ordinary Resolution set out in the Notice for approval by the Members.

ANNEXURE

PARTICULARS OF DIRECTOR SEEKING APPOINTMENT IN PURSUANT TO REGULATION 36(3) OF THE LISTING REGULATIONS AND SECRETARIAL STANDARDS ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Name Of Director Shashi Kiran Shetty
Designation / category of the Director Non-Executive, Non-Independent Director
Age 69 years
Qualification Bachelor of Commerce, University of Mumbai
Brief resume including, profile, experience and expertise in specific functional areas As stated out in the explanatory statement of this notice
Shareholding in the Company (Inclusive of shareholding as a beneficial owner) as on May 21, 2026 14,63,58,071 fully paid equity shares
2,70,39,842 partly paid equity shares
Date of first appointment on the Board of the Company May 21, 2026
The names of entities along with Listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years Current Directorship
• Allcargo Logistics Limited
• AGL Warehousing Private Limited
• Allcargo Inland Park Private Limited
• Alltrans Logistics Private Limited
• Allcargo Global Limited (Formerly knows as Allcargo Worldwide Limited)
• Avashya Corporation Private Limited
• Avashya Holdings Private Limited
• Talentos Entertainment Private Limited
• Talentos Warehousing & Industrial Parks Private Limited
• Hoskote Warehousing & Industrial Parks Private Limited

Past Directorship in Listed Entities
Allcargo Gati Limited (amalgamated w.e.f. November 01, 2025, pursuant to the Composite Scheme of Arrangement) |
| No of Committees in which director is member as on May 21, 2026 | Allcargo Logistics Limited:
1. Stakeholders Relationship Committee
2. Corporate Social Responsibility Committee
3. Governance and Nomination & Remuneration Committee

Allcargo Global Limited:
Corporate Social Responsibility & Sustainability Committee |
| No of Committees in which director is Chairman as on May 21, 2026 | Allcargo Logistics Limited:
Executive Committee |
| Terms and Conditions of appointment/re-appointment along with details of remuneration sought to be paid and remuneration last drawn | The Director shall be paid remuneration as recommended by NRC Committee and approved by the Board of Directors |

Relationship with other Directors, Managers And the other Key Managerial Personnel Inter se Parent of Mr Vaishnavkiran Shetty, Non-Executive, Non-Independent Director of the Company
No. of meetings of the Board upto May 21, 2026 Not Applicable
In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements Not Applicable

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