Afcom Holdings Ltd

Dear Members,

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 31 st March, 2025 (FY 2024-25).

1. FINANCIAL SUMMARY AND HIGHLIGHTS

In FY 2024-25, For the year ended 31 st March, 2025, the Company achieved a revenue from operations of Rs23,871.80 lakhs, compared to Rs14,754.55 lakhs in the previous year, reflecting strong growth. Including other income of Rs382.35 lakhs as against Rs 63.72 lakhs in the previous year, the total income stood at Rs24,254.16 lakhs, higher than Rs14,818.27 lakhs reported in the previous year.

Total expenses amounted to Rs17,733.02 lakhs, up from Rs11,385.37 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 Rs6,521.14 lakhs, nearly double the Rs3,428.49 lakhs reported in the previous year.

Post tax provisions of Rs1,578.91 lakhs as compared to Rs884.32 lakhs in the previous year, the Net Profit for the year was Rs4,842.23 lakhs, which is a significant improvement over Rs 2,544.16 lakhs in the previous year. Earnings per share (EPS) improved to Rs21.51, up from Rs 14.38 in the previous year.

On the balance sheet front, the Company's Net Worth stood at Rs22,036.74 lakhs as on 31st March, 2025, marking a sharp increase from Rs10,324.93 lakhs in the previous year, driven by internal accruals and equity infusion. Total assets rose to Rs27,543.74 lakhs, compared to Rs13,759.87 lakhs in the previous year.

Cash flow from operations remained positive at Rs2,738.25 lakhs, although lower than Rs 3,114.00 lakhs recorded in the previous year. The overall cash position declined to Rs8.54 lakhs from Rs309.63 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 Rs 10/- each on 08th August, 2024. The Company has issued 58,35,400 Equity Share of Rs.10/- each at a premium of Rs 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 31 st 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 31 st 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 31 st 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.

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 24,85,77,050 (Rupees Twenty four crore eighty five lakhs seventy seven thousand sixty only) divided into 2,48,57,705 (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 15 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 Rs 2505.14 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

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 58,35,400 Equity Shares aggregatingRs 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 Rs10 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.

a. Board Members

b. Board Meetings

The Board of the Company meets regularly to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. Additionally, the board has also constituted management committee to carry out day- to-day activities and for taking prompt decisions/actions, efficient management and better administration and co-ordination.

The Company had 10 Board meetings during the financial year under review on:

The time gap between two consecutive Board meetings was less than 120 days and the necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

c. Change in Directors and Key Managerial Personnel

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:

i. Audit Committee

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:

i. During FY 2024-25, the Audit Committee met 3 times on 19th June, 2024, 13th August, 2024 and 14th November, 2024. The attendance of committee is tabled below:

ii. During the FY 2024-25, the Nomination and Remuneration Committee met 3 times on 19th June, 2024, 14th November, 2024 and 13th March, 2025. The attendance of the committee is as tabled below:

iii. During the FY 2024-25, the Stakeholders relationship Committee met 1 time on 28th March, 2025. The attendance of the committee is as tabled below:

h. Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

i. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 st March, 2025, are as under:

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 31 st 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 185 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 Rs40.50 lakhs towards CSR activities during the financial year.

While the said amount was not spent on CSR activities during the financial year ended 31 st 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 Rs40.50 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 -Rs 237.78 lakhs

Foreign Exchange Outgo - Rs 157.59 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 31 st 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 ('MCA') 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:

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, 1951.

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.