Directors Report of Aegis Vopak Terminals Ltd.

Mar 31, 2026

The Directors have pleasure in presenting the 13^th Annual Report together with the Audited Financial Statements for the Financial year ended 31^st March, 2026.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED (inr. in lakh)

Particulars	Consolidated		Standalone
2025-26		2024-25	2025-2026	2024-2025
Revenue from Operation	92,307.82	78,921.21	64,212.48	51,799.75
Other Income	3,746.55	3,163.09	13,853.31	3,089.90
Profit before Finance cost (as mentioned below), Depreciation and Tax	70,345.37	57,872.97	60,944.18	40,406.08
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	8,926.12	16,566.90	8,325.01	15,657.04
Depreciation and amortization expense	20,773.79	14,766.62	16,909.38	10,997.60
Profit before tax	40,645.46	26,539.45	35,709.79	13,751.44
Provision for Taxation-Current Tax	3,011.42	2,455.71	-	-
-For earlier years	20.20	151.76	-	113.44
Deferred Tax	3,421.71	1,447.85	8,431.26	2,802.80
Total Tax Expense	6,453.33	4,055.32	8,431.26	2,916.24
Profit for the year	34,192.13	22,484.13	27,278.53	10,835.20
Attributable to:
Owners of the Company	31,046.93	20,043.67	27,278.53	10,835.20
Non-Controlling interest	3,145.20	2,440.46
Balance in the statement of Profit & Loss at the beginning of the year	31,692.72	11,649.05	NA	NA
Payment of dividend by subsidiary companies	(13,117.14)	-	-	-
Adjustment arising from change in noncontrolling interest	6,010.97	-	-	-
Tax on eliminated intra-group dividend	(850.62)	-	-	-
Retained Earnings at the end of the year	54,782.86	31,692.72	39,903.83	12,625.30

OPERATING PERFORMANCE

On Standalone basis

For the financial year 2025-26, the revenue from operations increased by 23.96% at INR. 64,212.48 Lakhs as compare to INR. 51,799.75 Lakhs in the previous year due to higher throughput volume. The Profit before Tax for the year was INR. 35,709.79 Lakhs as against INR. 13,751.44 Lakhs in the previous year. The company made a net profit after tax (PAT) of INR. 27,278.53 Lakhs as compared to net profit of INR 10,835.20 Lakhs in the previous year.

On Consolidated basis

At consolidated level, the revenue from operations increased by 16.96% at INR. 92,307.82 Lakhs as compare to INR 78,921.21 Lakhs in the previous year) due to higher throughput volume.

The Profit before Tax for the year was INR. 40,645.46 Lakhs as against INR. 26,539.45 Lakhs in the previous year. The company made a net profit after tax (PAT) of INR. 34,192.13 Lakhs as compare to net profit of INR 22,484.13 Lakhs in the previous year.

Liquid Logistics Division

Revenues of the group for Liquid Division is INR 44,047.40 Lakhs (previous year INR 34,472.76 Lakhs) an increase of 27.77% due to higher earnings for the year driven by the new liquid terminal capacities. EBITDA was INR 31,371.00 Lakhs compared to INR 23,631.77 Lakhs in previous year. Despite competitive environment, the division is able to maintain revenue and EBITDA. Future growth in this division will come from the incremental capacity utilisation and high revenue products mix handled at JNPA, Haldia, Kandla, Mangalore, and Kochi as well as future capacity additions at ports, which is also expected to result in higher realisations.

Gas Terminalling Division

The revenue for Gas Division during the year was INR 48,260.42 Lakhs as compared to INR 44,448.45 Lakhs the previous year, an increase of about 8.58% due to higher throughput volume. The EBITDA increased to INR 41,451.34 Lakhs as compared to INR 36,263.71 Lakhs in previous year, an increase of about 14.31%. The revenues and margins showed significant improvement.

During the financial year, there was no amount proposed to be transferred from profit to the Reserves.

OUTLOOK FOR THE COMPANY

The chemicals and oil logistics business continues to show good potential as India''s import and exports of oil products and chemicals increase in line with the growth of the Indian economy. The Operations of the Company are in good order. In this context, the outlook for the Company remains positive.

NEW PROJECTS AND EXPANSION

Grounded in its core vision and mission, your Company continues to operate as a vital enabler in transitioning into a sustainable India. Because our infrastructure operations lie at the heart of this energy and industrial transition, the mission to store, manage, and handle bulk liquids and gases in a safe, environmentally conscious, and sustainable manner has become increasingly vital. The Company remains actively positioned to evaluate and pursue high-value Mergers and Acquisitions (M&A) opportunities to expand its market footprint.

Strategic Expansion in Ammonia Logistics:

To cement its leadership in sustainable gas infrastructure, the Company is advancing its plan to acquire India''s first independent Ammonia terminal at Pipavav Port, Gujarat, featuring a static capacity of 36,000 MT (with rights of acquisition assigned to Aegis Terminal Pipavav Limited from Aegis Logistics Limited as per the Framework Agreement dated June 19, 2025). This transaction is expected to be commissioned in the first half of the Financial year 2026-27.

LPG Infrastructure Enhancements and Asset Integration:

During the year under review, your Company successfully scaled up its Liquefied Petroleum Gas (LPG) storage capacities through targeted asset integrations:

? New Mangalore Terminal Asset:

On June 19, 2025, the Company completed the acquisition of an operational LPG terminal at New Mangalore Port Authority (NMPA) with a designed storage capacity of 82,000 MT. This acquisition successfully boosted the Company''s total static LPG capacity from 70,800 MT to 152,800 MT. Further infrastructure additions, including the acquisition of an LPG Rail Loading Infrastructure and a downstream Bottling Plant are currently underway.

? Pipavav Terminal Asset:

The Company finalized the acquisition of a 48,000 MT Cryogenic static storage LPG terminal at Pipavav Port on July 10, 2025, which was formally commissioned on July 03, 2025.

? Greenfield "J2 Project" at JNPA:

The development of the landmark greenfield terminal ("J2 Project") at the Jawaharlal Nehru Port Authority (JNPA) is progressing on schedule. This capital-intensive project features an envisioned storage envelope of 77,286 MT of LPG storage, 318,100 cbm of liquid product storage, and a specialized LPG Bottling Plant with a processing capacity of 35,000 MT per annum. The total project involves a capital outlay of INR. 1,67,500 Lakhs (INR. 1,675 Crores), with the phase-I liquid capacity scheduled to commission in Q1 FY27.

? Inaugural Entry into the East Coast Market via HALPG:

On January 06, 2026, the Company successfully executed the acquisition of a 75% equity stake in Hindustan Aegis LPG Limited (HALPG) from its joint venture shareholders, Aegis Gas (LPG) Private Limited and Vopak India B.V. Following the completion of this transaction, HALPG has become a direct subsidiary of the Company.

This strategic acquisition adds a state-of-the-art 25,000 MT LPG storage capacity asset at Haldia, marking your Company''s debut into the high-demand East Coast logistics market. With the successful onboarding of HALPG, your Company has forged a nationwide network of four coastal LPG terminals located strategically at Pipavav, Kandla, New Mangalore, and Haldia, offering a combined, market-leading static capacity of 225,800 Metric Tons.

Kandla Port Expansion:

Development of a 94,148 CBM liquid storage terminal is currently underway on a newly allotted 27,458 sq. meter plot at Kandla Port by CRL Terminal Private Limited, a wholly owned subsidiary.

DIVIDEND

During the year under review, the Board of Directors of the Company at its meeting held on May 28, 2026 has recommended the Final Dividend of 2% of INR. 0.20 per share of face value of INR. 10/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board has formulated and adopted the Dividend Distribution Policy on October 10, 2024. The Policy is available on the website of the Company. The Dividend Policy sets out the parameters and circumstances which the Board may consider for recommendation and/ or distribution of dividend to its shareholders and/or the utilization of the retained earnings of Company. The Dividend Policy is available on the Company''s website at https://www.aegisvopak.com/investors#policies.

MATERIAL EVENTS DURING THE YEAR

Initial Public Offering (IPO) and Listing Of Equity Shares

During the financial year under review, your Company achieved a historic milestone by transitioning into a publicly listed entity. The Equity Shares of your Company were officially listed on the National Stock Exchange of India Limited (NSE) and BSE Limited effective June 02, 2025.

This milestone followed the successful completion of an Initial Public Offering (IPO) comprising a fresh issue of 119,148,936 Equity Shares of face value of INR. 10 each for cash at an issue price of INR. 235 per Equity Share (including a share premium of INR. 225 per Equity Share), aggregating to INR. 2,80,000 Lakhs. The Issue constituted 10.75% of the post-Issue paid-up equity share capital of your Company.

The IPO witnessed robust participation from leading domestic and global institutional investors, Non-Resident Indians (NRIs), High Net Worth Individuals (HNIs), and retail investors. The Board of Directors is deeply gratified by and expresses its profound gratitude for the trust reposed in the Company by its members. The Board also places on record its sincere appreciation for the unwavering cooperation received from regulatory authorities, Book Running Lead Managers, Stock Exchanges, Depositories, legal counsels, advisors, consultants, auditors, and the dedicated employees of the Company whose combined efforts rendered the IPO a grand success.

Repayment of loan out of Initial Offer Proceeds

As outlined in the Company''s Prospectus dated May 28, 2025, one of the objects of the Initial Public Offer ("IPO") was repayment or prepayment of all or a portion of certain outstanding borrowings availed by the Company. In this regard, borrowings availed by the Company amounting to INR. 2,01,595.30 Lakhs from HDFC Bank Limited and DBS Bank India Limited have been entirely repaid on June 06, 2025 out of IPO proceeds.

Key Business Transfer Agreements (BTAs) And Slump Sales

To enhance its operational capacities, the Company executed the following strategic acquisitions during the fiscal year:

? LPG Terminal at New Mangalore Port: On June 19, 2025, the Company entered into a Business Transfer Agreement (BTA) with Sea Lord Containers Limited to acquire an operational LPG Terminal possessing a Cryogenic static storage capacity of 82,000 MT at New Mangalore Port, via a slump sale on a going concern basis.

? LPG Terminal at Pipavav Port: On July 10, 2025, the Company executed a BTA with its promoter company, Aegis Logistics Limited (ALL), to acquire an LPG Terminal featuring a Cryogenic static storage capacity of 48,000 MT at Pipavav, from ALL on a slump sale basis.

Strategic Framework Agreements with Promoter And Related Entities

The Company and its subsidiaries executed the following structural agreements during the year under review:

? Ammonia Terminal at Pipavav Port (June 19, 2025):

A Framework Agreement with Aegis Logistics Limited (ALL) under which the Company will acquire a specialized storage terminal for Ammonia at Pipavav Port, possessing a static capacity of 36,000 MT, constructed and developed by ALL.

? Kandla Terminal Assets (June 19, 2025): The Company''s wholly-owned subsidiary, CRL Terminals Private Limited (CRL), entered into a Framework Agreement with ALL. Under this pact, CRL will acquire specialized storage terminal assets at CRL-4 (NDDB) at Kandla with a total capacity of 94,148 cbm, engineered and developed by ALL.

? Greenfield "J2 Project" at JNPA (November 05, 2025): A

Framework Agreement with ALL enabling the Company to acquire a Greenfield Terminal consisting of 77,286 MT of LPG storage capacity, 318,100 cbm of Liquid Products storage capacity, and an LPG Bottling Plant with a 35,000 MT per annum capacity at the Jawaharlal Nehru Port Authority (JNPA), to be constructed and developed by ALL.

? Infrastructure Expansion at New Mangalore Port (January 30, 2026): A Framework Agreement with Sea Lord Containers Limited to engage and authorize SCL for setting up and expanding infrastructure, including LPG Rail Loading Infrastructure and a Bottling Plant at the New Mangalore Port Authority (NMPA).

Strategic Corporate Acquisitions And Subsidiary Formations

? Aegis Terminals (Pipavav) Limited (ATPL): On November 13, 2025, the Company completed the acquisition of a 96% equity stake, representing 48,000 Equity Shares of INR. 10 each, of ATPL from Aegis Gas (LPG) Private

Limited. Consequent to the acquisition, ATPL has officially become a subsidiary of the Company.

? Hindustan Aegis LPG Limited (HALPG): The Company entered into a Share Purchase Agreement on January 02, 2026, with Aegis Gas (LPG) Private Limited (AGPL), HALPG and Vopak India B.V (Vopak). Following completion on January 06, 2026, the Company purchased 6,21,146 Equity Shares from AGPL (representing a 51% stake) and 2,92,303 Equity Shares from Vopak (representing a 24% stake). Accordingly, HALPG has transitioned into a direct subsidiary of the Company.

Inter-Company Deeds Of Assignment And Strategic Divestments

? Deed of Assignment (March 26, 2026): The Company entered into a Deed of Assignment with its subsidiary, ATPL, in relation to the direct assignment of rights from the Company to ATPL to acquire the specialized storage terminal for Ammonia at Pipavav Port.

Project-Specific Share Purchase Agreements (SPAs) for Corporate Acquisitions

To aggressively expand its downstream asset base, the Company entered into the following material Share Purchase Agreements during the current financial year:

Acquisition of Hindustan Aegis LPG Limited (HALPG): On

January 02, 2026, the Company executed a definitive Share Purchase Agreement with Aegis Gas (LPG) Private Limited (AGPL) and Vopak India B.V. Under this agreement, the Company acquired 6,21,146 equity shares (51% stake) from AGPL and 2,92,303 equity shares (24% stake) from Vopak. Upon the closing of the transaction on January 06, 2026, HALPG became a subsidiary of the Company.

Strategic Divestment in Aegis Terminals (Pipavav) Limited (ATPL): Following the internal acquisition of a 96% stake in ATPL, the Company executed a Share Purchase Agreement with ATPL and Itochu Corporation (Itochu) March 27, 2026. Under this agreement, the Company transferred a 10% paid-up equity stake in ATPL to Itochu for a total aggregate consideration of INR. 8,032 Lakhs to bring in global strategic expertise for the Ammonia and LPG terminal tracks with eventually 25% acquisition by Itochu in 3 years time.

Issuance and Allotment of Non-Convertible Debentures (NCDs)

To fund its capital expenditure / project executions and the share acquisition of Hindustan Aegis LPG Limited, your Company raised debt capital through private placement modes. The Company issued and allotted Secured, Senior, Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of a face value of INR. 1,00,000 each across two distinct private placements:

? First Issuance: 66,000 NCDs were allotted on November 07, 2025.

? Second Issuance: 1,03,000 NCDs were allotted on January 05, 2026.

These issuances aggregating to INR. 1,69,000 lakh (INR. 1,690 crore) are successfully listed on the Debt Segment of the National Stock Exchange of India Limited (NSE). The debt funds have been fully utilized for the explicit purposes for which they were raised, and there have been no deviations or variations reported to the Debenture Trustees.

In addition to the above, there were no material changes and commitments affecting the financial positions of the Company which have occurred between the end of the financial year of the Company and the date of this Report.

CREDIT RATING

For Equity

India Ratings and Research (Ind-Ra) affirmed the long-term rating of the Company''s bank facilities at IND AA / Positive (Double A/ Outlook: Positive).

India Ratings and Research (Ind-Ra) has assigned a shortterm rating of IND A1 (A One Plus)

For Non-Convertible debentures

India Ratings and Research (Ind-Ra) assigned NonConvertible Debentures rating as IND AA/Positive (Double A/ Outlook: Positive).

DEBENTURETRUSTEE

As required under SEBI Listing Regulation, the details of Debenture Trustee are as under:

Name: Axis Trustee Services Limited

Address: The Ruby 2^nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai - 400 028 Tel No. 91 22 6230 0451 Website: https://www.axistrustee.in/

Email: [email protected]

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of the Company as provided in this Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS 110)''CONSOLIDATED FINANCIAL STATEMENTS'' The Consolidated Financial Statements include Financial Statements of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of the Company''s subsidiaries for the year ended March 31, 2026 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies'' Members seeking such information at any point of time.

The annual Financial Statements of the subsidiary companies will also be kept for inspection by any Member at Head/ Corporate Office of the Company and that of the subsidiary companies concerned and the same shall be displayed on

the website of the Company https://www.aegisvopak.com/ investors#financial-information.

Further, pursuant to the provisions of Section 136 ofthe Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website on https:// www.aegisvopak.com/investors#financial-information. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulation''), the Company has formulated a policy for determining its ''material subsidiaries'' The said policy is uploaded on the website of the Company https://www.aegisvopak.com/ investors#policies.

The Annual Report of the Company, the quarterly/half-yearly and the annual results are also placed on the Company'' s website https://www.aegisvopak.com/investors#financial-information.

Material Subsidiary Companies

In accordance with Regulation 16(1)(c) and Regulation 24 of the SEBI Listing Regulation, and the Company''s Policy for Determining Material Subsidiaries, Hindustan Aegis LPG Limited and CRL Terminals Private Limited were classified as material subsidiaries of the Company during the financial year under review.

SUBSIDIARY COMPANIES

The Company has four subsidiaries as on 31^st March, 2026, whose details are given in the Annual Report and there has been no change in the nature of business of its subsidiaries, except as stated below during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue from operations is INR 2,132.32 Lakhs as against INR 1,877.28 Lakhs in the previous year. The Company''s net profit after tax stood at INR 601.17 Lakhs as against the net profit after tax of INR 294.55 Lakhs in the previous year.

CRL Terminals Private Limited

During the year under review, the revenue from operations was INR 9,050.52 Lakhs as compared to INR 8,431.17 Lakhs of the previous year. The Company''s net profit after tax stood at INR 2,410.04 Lakhs as compared to the net profit after tax of INR 1 ,738.88 Lakhs in the previous year.

Aegis Terminal (Pipavav) Limited (w.e.f November 13, 2025)

The Company incurred normal expenditure of INR. 1.43 Lakhs during the year (Previous year INR. 0.85 lakhs). The Company has not commenced any commercial operations yet.

Hindustan Aegis LPG Limited (w.e.f January 06, 2026)

During the year under review, the revenue from operations was INR 16,912.49 Lakhs as compared to INR 16,813.01 Lakhs of the previous year. The Company''s net profit after tax stood at INR 13,516.22 Lakhs as compared to the net profit after tax of INR 10,686.55 Lakhs in the previous year.

SHARE CAPITAL STRUCTURE

Authorized Share Capital

The Authorized Share Capital of the Company as of March 31, 2026, is INR. 15,00,00,00,000 (Indian Rupees One Thousand Five Hundred Crores only) divided into 1,50,00,00,000 (One Hundred Fifty Crores) Equity Shares of face value of INR. 10 (Indian Rupees Ten only) each.

Paid up Share Capital

The Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2026, is INR. 11,07,99,14,890 (Indian Rupees One Thousand One Hundred and Seven Crores Ninety-Nine Lakhs Fourteen Thousand Eight Hundred and Ninety only) divided into 1,10,79,91,489 (One Hundred Ten Crores Seventy-Nine Lakhs Ninety-One Thousand Four Hundred and Eighty-Nine) Equity Shares of face value of INR. 10 (Indian Rupees Ten only) each.

The change in the paid-up capital base during the year is entirely attributable to the fresh allotment of 119,148,936 Equity Shares made under the Initial Public Offering (IPO) framework on June 02, 2025.

ALTERATION TO ARTICLES OF ASSOCIATION

Alteration of Articles of Association

During the year under review, the alteration in the Articles of Association of the Company are as follows:

? Postal Ballot dated October 03, 2025: The Members approved a Special Resolution to alter the Articles of Association by inserting specific clauses pursuant to Regulation 31B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring compliance with regulatory norms governing special shareholder rights.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits pursuant section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Hence the requirements for furnishing details relating to deposits covered under Chapter V of the Companies Act, 2013 is not applicable.

CORPORATE GOVERNANCE

A report on Corporate Governance, in terms of Regulation 34(3) read with ''Schedule V'' of SEBI Listing Regulation together with a certificate of compliance from the Practicing Company Secretary, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34, read with ''Schedule V'' of SEBI Listing Regulation, a separate section on Management Discussion and Analysis, which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director and Seven (7) Non- Executive Directors, out of which Four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of SEBI Listing Regulations.

1. Composition of the Board as of March 31, 2026

The composition of the Board of Directors of the Company as of the end of the financial year is detailed below:

Sr. No	Name		Designation		Date of Appointment
1	Mr. Raj Kapurchand Chandaria		Chairman & Managing Director		May 28, 2013
2	Mr. Murad Moledina		Non-Executive Director		May 25, 2022
3	Mr. Wilfred Swee Lim Guan		Non-Executive Director		December 05, 2022
4	Mr. Raj Kishore Singh		Independent Director		October 10, 2024
5	Mr. Kanwaljit Singh Sudarshan Nagpal		Independent Director		October 10, 2024
6	Ms. Uma Mandavgane		Independent Director		October 10, 2024
7	Mr. Lars Erik Mikael Johansson		Independent Director		February 12, 2025
8	Mr. Wimal Roy Shylindra Kumar Samlal*		Non-Executive Director		October 16, 2025
*Note: Appointed as an Additional Director w.e.f. October 16, 2025, and subsequently regularized as a Non-Executive Director with the approval of the members via a Postal Ballot process concluded on November 30,2025.
2. Changes in the Composition of the Board During the Year In accordance with Section 134(3)(q) of the Companies Act, 2013, details of developments or cessations in the governance track during the financial year under review are recorded below:
Sr. No	Name	Designation		Nature of Change		Effective Date
1	Mr. Wimal Roy Shylindra Kumar Samlal	Non-Executive (NonIndependent) Director		Appointment		October 16, 2025
2	Mr. Deepak Gajanan Dalvi	Non- Executive (NonIndependent) Director		Resignation		October 16, 2025

Appointment

Mr. Wimal Roy Shylindra Kumar Samlal was appointed as an Additional (Non-Executive, Non-Independent) Director of the Company with effect from October 16, 2025. Recognizing his strategic expertise, the Members of the Company subsequently regularized his appointment as a Non-Executive Director via an Ordinary Resolution passed through a Postal Ballot process concluded on November 30, 2025.

Resignation

Mr. Deepak Gajanan Dalvi resigned from his position as a Non-Executive, Non-Independent Director of the Company effective from the close of business hours on October 16, 2025, owing to personal and professional preoccupations. Mr. Dalvi has confirmed that there are no other material reasons associated with his resignation.

The Board of Directors places on record its sincere appreciation and deep gratitude for the invaluable guidance, strategic insights, and excellent contributions made by him during his tenure as a Director of the Company.

Directors Retiring By Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Murad Moledina (DIN: 09537509), NonExecutive, Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment.

In compliance with Secretarial Standard-2 (SS-2) issued by the ICSI and Regulation 36(3) of the SEBI Listing Regulation a brief resume, expertise, and other relevant details of Mr. Murad Moledina are annexed to the Notice convening

the ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment to the Members for their approval.

Disclosure From Independent Directors

The Board is comprised of four Independent Directors as on March 31, 2026. The tenure of all Independent Directors is in accordance with the Companies Act, 2013 and SEBI Listing Regulations.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI Listing Regulation. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following officials constitute the Key Managerial Personnel (KMP) of the Company as of March 31, 2026:

Sr.	Name of the KMP	Designation
No
1	Mr. Raj Kapurchand Chandaria	Chairman & Managing Director
2	Mr. Manoj Sharma	Chief Financial Officer
3	Ms. Priyanka Vaidya	Company Secretary and Compliance Officer

There were no changes or movements in the positions of the Key Managerial Personnel (Chief Financial Officer and Company Secretary) during the financial year under review.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI Listing Regulation, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNINGS & OUTGO

Details of energy conservation, technology absorption, exports & foreign exchange earnings and outgo undertaken by the Company along with the information in accordance with the provisions of section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in ''Annexure - A'' to the Directors'' Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act, and the Rules framed thereunder is enclosed as Annexure - ''B'' to the Board''s Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report. However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection at the registered office of the Company during working hours. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

BOARD COMMITTTEES

During the year under review, with a view to comply with the SEBI Listing Regulation and with an objective to further strengthen the governance standards, the Board had constituted following Committees : -

a. Audit Committee;

b. Stakeholder''s Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee and

e. Risk Management Committee

The above Committees were re-constituted/constituted during the year with the approval of the Board. The details of the re-constitution, constitution, composition, terms of reference , number of Committee meetings held during the

year under review and attendance of the Committee members at each meeting are set out in the Corporate Governance Report which in included herein by reference and forms part of the Annual Report.

DISCLOSURE OF COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ''E'' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company''s website on https://www.aegisvopak.com/investors#policies.

The Company''s average CSR obligation of three immediately preceding financial years is below ten crore rupees hence impact assessment is not applicable.

AUDITORS AND AUDITORS'' REPORT

In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 , the Members of the Company in their 11^th Annual General Meeting held on July 22, 2024 has approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W/W- 100036), as statutory Auditors for a period of 5 (five) consecutive years from the conclusion of 11^th Annual general meeting ("AGM") until the conclusion of the 16^th AGM to be held for the financial year ending on 31^st March, 2029.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT

The Auditors'' Report does not contain any qualification, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and does not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In compliance with SEBI Listing Regulations as amended, shareholder approval is mandatory for the appointment and tenure of Secretarial Auditors.

Following the Company''s listing on the BSE Limited and the National Stock Exchange of India Limited on June 02, 2025, the Board of Directors recommended the appointment of M/s. Naithani & Shetty Associates, Practicing Company Secretaries (Peer Review No: 6548/2025), which was subsequently approved by the Members at the 12^th Annual General Meeting held on August 14, 2025. The auditors have been appointed for a term of 5 (five) consecutive financial years spanning from FY 2025-26 to FY 2029-30.

Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year concluded March 31, 2026, is attached as “Annexure - D". There are no qualifications, reservations, adverse remarks, or disclaimers made by the Secretarial Auditor in the said report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, neither the statutory auditors or Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board''s Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Natvarlal Vepari & Co LLP, Chartered Accountant were re-appointed by the Board of Directors to conduct internal audit of the Company.

COST AUDITOR

During the year, maintenance of cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to the Company.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT

The emphasis on OHSE continues at all of the terminals of the company. The Company is committed to the best standards in safety and continuously monitors relevant matters. In addition to periodic reviews by the management, the Company has formed a high-level committee comprising of three directors and other Company executives, wherein matters concerning the subject are discussed. Safety drills are regularly carried out at all facilities.

Although the company has a low carbon footprint, efforts are underway to reduce the impact on the environment and improve environmental sustainability;, it continues to monitor emissions with the installation of a continuous monitoring system at two locations and investing in pollution control systems. The company has engaged leading engineering Institutes to design equipment and model the impact on the environment. These efforts ensure that we

are making progress towards our commitment to a more sustainable future.

DIRECTORS'' RESPONSIBILITIES STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March, 2026 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. CNK & Associates LLP.

The Directors further confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and profit of the company for that period;

c. The Directors had taken proper and sufficient care for the 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 Directors had prepared the annual accounts on a going concern basis;

e. The Directors, had laid down adequate internal financial controls to be followed by the company and that such internal financial controls including with reference to Financial Statements 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Natvarlal Vepari & Co LLP a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal control systems and suggests improvements to strength the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

SIGNIFICANT AND MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

There are no significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future.

COMPOSITION OF AUDIT COMMITTEE

In terms of the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulation, the Audit Committee comprised of three Directors, out of which two are Non-Executive Independent Directors and one is Executive Director.

The members of Audit Committee as on March 31, 2026 are as follows:

1. Mr. Raj Kishore Singh - Chairman

2. Mr. Raj K. Chandaria

3. Mr. Lars Erik Mikael Johansson

During the year, the Board of Directors of the Company had always accepted the recommendations of the Audit Committee.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board''s Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company, pursuant to Section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI Listing Regulation, have established vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The scope of the policy is that it covers any alleged wrongful conduct and other matters or activity on account of which the interest of the Company is affected and is formally reported by Whistle Blower(s). The Whistle Blower''s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Company''s vigil mechanism is providing adequate safeguards against victimization of persons who use such mechanism and has made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the said Policy are explained in the Corporate Governance Report and details of establishment of vigil mechanism is posted on the website of the Company at https://www.aegisvopak.com/investors#policies.

ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3) OF COMPANIES ACT, 2013

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at company''s website - https://www.aegisvopak.com/investors#disclosure-regulation-46-SEBI-LODR-2015.

POLICY RELATING TO APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER DETAILS

In terms of the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI Listing Regulation, the Nomination and Remuneration Committee (N & R) comprised of three Directors, all of them are NonExecutive Directors of the Company.

The Members of the N & R Committee as on March 31, 2026 are as follows:

1. Mr. Raj Kishore Singh- Chairman

2. Mr. Kanwaljit Singh Sudarshan Nagpal

3. Mr. Lars Erik Mikael Johansson

The N&R Committee identifies persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the laid down criteria, recommend to the Board their appointment and renewal and shall carry out evaluation of every Director''s performance. The Committee formulates criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is available on the website of the Company at https://www.aegisvopak.com/investors#policies.

The Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that -

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company''s business strategies, values, key priorities and goals.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is engaged in the business of providing Infrastructural facilities as specified under section 186(11) (a) of the Companies Act 2013 read with Schedule VI of the Companies Act 2013. Accordingly, the Company is exempt from the provisions of Section 186. However, details of loan are given in the notes to the Financial Statements.

DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH

RELATED PARTIES

The Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions (''RPTs''), to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy on Materiality of and dealing with Related Party Transactions was amended in line with SEBI Listing Regulation. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at https://www.aegisvopak.com/investors#policies.

All transactions entered into with the related parties are in compliance with the provisions of the Companies Act, 2013 and on the arm''s length basis.

There are no significant RPTs made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All transactions entered during the year were entered with its holding Company/subsidiaries/fellow subsidiaries on arms length basis and in ordinary course of business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 forms part of this Report and is placed at ''Annexure-''C''.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a Risk Management Committee consisting of majority members of Board of Directors comprising of the following members as on March 31, 2026:

1. Mr. Kanwaljit Singh Sudarshan Nagpal (Chairman)

2. Mr. Wilfred Swee Guan Lim

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimisation procedures, monitor and review risk management plan and

for carrying out such other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein of elements of risk, and action taken by the Company to mitigate those risks.

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish framework for the company''s risk management process and to ensure companywide implementation, to ensure systematic and uniform assessment of risks related with Oil, Gas & Chemicals Logistics business, to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to-assure business growth with financial stability.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board''s Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments, which affected the financial position of the company between the end of the financial year of the company to which the financial statement relates and the date of the report.

DISCLOSURE RELATING TO BOARD AND BOARD COMMITTEES AND POLICES

During the year ended March 31, 2026, 19 Board Meetings were held on the following dates :

1. April 25, 2025

2. May 12, 2025

3. May 20, 2025 - 1

4. May 20, 2025 - 2

5. May 23, 2025

6. May 28, 2025

7. May 29, 2025 - 1

8. May 29, 2025 - 2

9. June 19, 2025

10. August 07, 2025

11. October 16, 2025

12. October 28, 2025

13. October 29, 2025

14. November 06, 2025

15. November 07, 2025

16. December 04, 2025

17. January 05, 2026

18. January 29, 2026

19. March 26, 2026

The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

The detailed composition of the Board of Directors along with the number of Board Meetings has been provided in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

DOWNSTREAM INVESTMENTS MADE BY THE COMPANY

Your Company had complied with all applicable provisions under the Companies Act, 2013 and Foreign Exchange Management Act ("FEMA") 1999 and rules made thereunder in relation to investments made by the Company. The Company has obtained a certificate from Statutory Auditor in relation with Downstream Investment as prescribed under Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as applicable from time to time.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31^st March, 2026, there were nil complaints recorded pertaining to sexual harassment.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulation, mandatory BRSR filing applies to the top 1,000 listed companies based on market capitalization.

Following the successful listing of your Company''s specified securities on June 02, 2025, the recognized Stock Exchanges (BSE and NSE) compiled the evaluation list based on the average market capitalization from July 01, 2025, to December 31, 2025. Your Company was officially ranked within the Top 1,000 listed entities in the list published on December 31, 2025.

Accordingly, BRSR is not applicable to the Company for FY 2025-26. The mandatory BRSR disclosure will be published from FY 2026-27 onwards.

COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 during FY 2025-26.

INSOLVENCY AND BANKRUPTCY CODE

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2025-26.

DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

During the year, there were no instances of one time settlement with Bank/Financial Institutions.

APPRECIATION

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Port Trust, Bankers, Central and State Government Departments, Shareholders, Suppliers and Customers.

---

Mar 31, 2025

The Directors have pleasure in presenting the 12^th Annual Report together with the Audited Financial Statements for the Financial year ended 31^st March, 2025.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED

(INR. in Lakhs)
Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-2025	2023-2024
Revenue from Operation	62,108.20	56,176.10	51,799.75	41,793.40
Other Income	2,622.84	835.95	3,089.90	2,190.79
Profit before Finance cost (as mentioned below), Depreciation and Tax	46,143.35	40,316.82	40,406.08	31,848.54
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	1701778	16,816.07	15,65704	15,698.94
Depreciation and amortization expense	12,624.19	11,399.03	10,99760	10,062.77
Profit before tax	16,501.38	12,101.72	13,751.44	6,086.83
Provision for Taxation-Current Tax	540.15	3,119.85	-	1,415.73
- For earlier years	152.34	(0.50)	113.44	(2.84)
Deferred Tax	3 ,085.87	328.02	2,802.80	(16.14)
Total Tax Expense	3,778.36	3,44737	2,916.24	1,396.75
Profit for the year	12,723.02	8,654.35	10,835.20	4,690.08
Attributable to:
Equity Holders of the Company	12,723.02	8,654.35	10,835.20	4,690.08
Balance in the statement of Profit & Loss at the beginning of the year	5,246.28	(121.85)	1,790.10	386.24
Payment of Dividend on equity and Preference shares - Final	-	(386.21)	-	(386.21)
Payment of Dividend on equity and Preference shares - Interim	-	(2900.01)	-	(2900.01)
Retained Earnings at the end of the year	17969.30	5,246.28	12,625.30	1,790.10

OPERATING PERFORMANCE On Standalone basis

For the financial year 2024-25, the revenue from operations increased by 23.94% at INR. 51,799.75 Lakhs as compare to INR. 41,793.40 Lakhs in the previous year due to higher throughput volume. The Profit before Tax for the year was INR. 13,751.44 Lakhs as against INR. 6,086.83 Lakhs in the previous year.

The company made a net profit after tax (PAT) of INR. 10,835.20 Lakhs as compared to net profit of INR 4,690.08 Lakhs in the previous year.

On Consolidated basis

At consolidated level, the revenue from operations increased by 10.56% at INR. 62,108.20 Lakhs as compare to INR 56,176.10 Lakhs in the previous year) due to higher throughput volume.

The Profit before Tax for the year was INR. 16,501.38 Lakhs as against INR. 12,101.72 Lakhs in the previous year.

The company made a net profit after tax (PAT) of INR. 12,723.02 Lakhs as compare to net profit of INR 8,654.35 Lakhs in the previous year.

Liquid Logistics Division

Revenues of the group for Liquid Division is INR 34,472.76 Lakhs (previous year INR 35,645.81 Lakhs). EBITDA was INR 23,631.77 Lakhs compared to INR 25,256.25 Lakhs in previous year. Despite tough competition, the division is able to maintain revenue and EBITDA. Future growth in this division will come from the additional capacity utilisation and better mix of products handled at JNPA, Haldia, Kandla, Mangalore, and Kochi as well as future capacity additions at ports, which is also expected to result in higher realisations.

Gas Terminalling Division

The revenue for Gas Division during the year was INR 27635.44 Lakhs as compared to INR 20,530.29 Lakhs the previous year, an increase of about 34.61% due to higher throughput volume. The EBITDA increased to INR 24,535.53 Lakhs as compared to INR 17,387.94 Lakhs in previous year, an increase of about 4111%. The revenues and margins showed significant improvement.

During the financial year, there was no amount proposed to be transferred from profit to the Reserves.

OUTLOOK FOR THE COMPANY

The chemicals and oil logistics business continues to show good potential as India’s import and exports of oil products and chemicals increase in line with the growth of the Indian economy. The Operations of the Company are in good order. In this context, the outlook for the Company remains positive.

NEW PROJECTS AND EXPANSION

As per the vision and the mission of this Company, the core purpose is to be an enabler in the transition to a more sustainable India. Given that our business lies at the very heart of that necessary transition, our mission to store and handle bulk liquids and gases in a safe and sustainable manner is ever more critical. The Company has completed several acquisitions during previous financial year and the Company continues to look for more M&A opportunities during the year.

The company is in process of acquiring LPG cryogenic facility with the static storage capacity of 48,000 MT at Pipavav Terminal. Expansion in Pipavav will also benefit from the new VLGC compliant LPG berth expected to be commissioned by July 2025 with an overall static capacity of 70,800 MT. To strengthen its presence in ammonia terminalling, the company plans to acquire India’s first independent ammonia terminal at Pipavav, Gujarat, with a static capacity of 36,000 MT. This acquisition is projected to be completed by the end of 2026. 10,875 sq. mtrs plot was sub-lease to the Company by Gujarat Pipavav Port Limited for the purpose of conducting business, inter alia setting up of tank farm, and ancillary activities that may be required to support the business.

Further, the company has acquired LPG cryogenic facility with the static storage capacity of 82,000 MT at Mangalore Terminal on June 19, 2025. This increases the total LPG static capacity from 70,800 MT to 152,800 MT. The terminal will cater LPG throughput services for Karnataka hinterland.

The Company has acquired a terminal at JNPA with designed total storage capacity of 101,900 m³ for liquid products comprising 30 tanks, with a total storage land area of 16,165 square meters, and will cater to the Maharashtra, Hyderabad, Silvassa and Gujarat hinterlands. Further, at JNPA, the company has been allotted an additional ~121,000 sq. meters plot for setting up storage tanks.

The Company has acquired an incremental terminal in Mangalore, Karnataka on March 01, 2025 with a designed

total storage capacity of 75,230 m³ for liquid products comprising 19 tanks, with a total storage land area of 28,867 sq. meters. The Company has also been allotted an additional plot measuring 60,703 sq. meters at Mangalore for setting up of storage infrastructure and related facilities.

In addition to the above, the Company’s wholly owned subsidiary (CRL Terminals Private Limited) has been allotted a plot admeasuring 27458 sq. meters for constructing storage tanks, which would further strengthen the Company’s presence in the port of Kandla when operational.

DIVIDEND

No Dividend is declared for the current financial year 2024-25.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Board has formulated and adopted the Dividend Distribution Policy on October 10, 2024. The Policy is available on the website of the Company. The Dividend Policy sets out the parameters and circumstances which the Board may consider for recommendation and/ or distribution of dividend to its shareholders and/or the utilization of the retained earnings of Company. The Dividend Policy is available on the Company’s website at https://www. aegisvopak.com/policies.

MATERIAL EVENTS DURING THE YEAR Initial Public Offering (IPO) and Listing

On June 02, 2025, the equity shares of your Company got listed on National Stock Exchange of India Limited and BSE Limited, post successful Initial Public Offer of 119,148,936 equity shares (“Equity Shares”) of face value of INR 10 each at a for cash at a price of INR 235 per equity share (including a share premium of INR 225 per equity share) (“issue price”) aggregating to INR. 2,80,000 Lakhs. The Issue constituted 10.75% of the Post-Issue Paid-Up Equity Share Capital of our Company.

Your Company completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is gratified and humbled by the faith shown in the Company by its members.

The Board also places on record its appreciation for the support provided by various Authorities, Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

Repayment of loan out of Initial Offer Proceeds

As outlined in the Company’s Prospectus dated May 28, 2025, one of the objects of the Initial Public Offer (“IPO”) was repayment or prepayment of all or a portion of certain outstanding borrowings availed by the Company. In this regard, borrowings availed by the Company amounting to INR. 2,01,595.30 Lakhs from HDFC Bank Limited and DBS

Bank India Limited have been entirely repaid on June 06, 2025 out of IPO proceeds.

In addition to the above, there were no material changes and commitments affecting the financial positions of the Company which have occurred between the end of the financial year of the Company and the date of this Report.

CREDIT RATING

India Ratings and Research (Ind-Ra) affirmed the long-term rating of the Company’s bank facilities at IND AA / Stable (Double A/ Outlook: Stable).

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the directions by Ministry of Corporate Affairs, Govt. of India (MCA), the Consolidated Financial Statements of the Company as provided in this Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS ^‘CONSOLIDATED FINANCIAL

STATEMENTS’. The Consolidated Financial Statements include Financial Statements of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of the Company’s subsidiaries for the year ended March 31, 2025 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Financial Statements of these subsidiaries will be made available to the holding and subsidiary companies’ Members seeking such information at any point of time.

The annual Financial Statements of the subsidiary companies will also be kept for inspection by any Member at Head/ Corporate Office of the Company and that of the subsidiary companies concerned and the same shall be displayed on the website of the Company https://www.aegisvopak.com/.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website on https://www.aegisvopak.com/. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’), the Company has formulated a policy for determining its ‘material subsidiaries’. The said policy is uploaded on the website of the Company https://www. aegisvopak.com/

The Annual Report of the Company, and the annual results for the Financial year ended March 31, 2025 are also placed on the Company’ s website www.aegisvopak.com.

SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries as on 31^st March, 2025, whose details are given in the Annual Report and there has been no change in the nature of business of its wholly owned subsidiaries, except as stated below during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue from operations is INR 1,877.28 Lakhs as against INR 5,616.12 Lakhs in the previous year. The Company’s net profit stood at INR 294.55 Lakhs as against the net profit of INR 3,298.06 Lakhs in the previous year.

CRL Terminals Private Limited

During the year under review, the revenue from operations was INR 8,431.17 Lakhs as compared to INR 8,814.98 Lakhs of the previous year. The Company’s net profit stood at INR 1 ,738.88 Lakhs as compared to the net profit of INR 1,828.74 Lakhs in the previous year.

SHARE CAPITAL Authorized Share Capital

The Authorised Share Capital of the Company as on March 31, 2025 is INR 15,00,00,00,000/- (Indian Rupees One Thousand Five Hundred Crores only) divided 1,50,00,00,000 (One Hundred Fifty Crores) equity shares of INR. 10/- (Indian Rupees Ten only) each.

During the year under review, your Company has made the following changes to the Authorized Share Capital of the Company:

¦ On July 29, 2024- Pursuant to approval of members the Authorised Share Capital was reclassified from INR

1,25,00,000 (Indian Rupees One Crore Twenty-Five Lakhs Only) divided into 11,00,000 (Eleven Lakhs) equity shares of INR 10 each and 1,50,000 Compulsory Convertible Preference Shares (CCPS) of INR 10/- (Indian Rupees Ten only) each to INR 1,25,00,000/- (Indian Rupees One Crore Twenty-Five Lakhs Only) divided into 12,50,000 (Twelve Lakhs Fifty Thousand) equity shares of INR 10/-(Indian Rupees Ten only) each.

¦ On July 29, 2024- Pursuant to approval of members the existing Authorized Share Capital of the Company was then increased and stood at INR 11,30,00,00,000/-(Indian Rupees One Thousand One Hundred and Thirty Crore Only) divided into 1,13,00,00,000 (One Hundred and Thirteen Crores) equity shares of INR 10/- (Indian Rupees Ten only) each.

¦ On November 04, 2024- Pursuant to approval of members the Authorized share capital of the Company was further increased and stood at INR 15,00,00,00,000/-(Indian Rupees One Thousand Five Hundred Crores only) divided 1,50,00,00,000 (One Hundred Fifty Crores) equity shares of INR. 10/- (Indian Rupees Ten only) each.

Paid up Share Capital

The Issued, Subscribed and paid up share capital of the Company as on March 31, 2025 is INR 988,84,25,530/- (Indian Rupees Nine Hundred Eighty Eight Crores Eighty Four Lakhs Twenty Five Thousand Five Hundred Thirty only) divided into 98,88,42,553 (Ninety Eight Crores Eighty Eight Lakhs Forty Two Thousand Five Hundred and Fifty Three) equity shares of INR 10/- (Indian Rupees Ten only) each.

During the year under review, the changes in Issued, Subscribed and Paid-up Equity Share Capital of your Company was as follows:

¦ On June 14, 2024- Pursuant to conversion of 1,00,000 Compulsorily Convertible Cumulative Preference Shares the Company has allotted 1,00,000 Equity Shares of INR 10/- each.

¦ On August 28, 2024- Pursuant to the Issue of Bonus Shares and approval of members dated July 29, 2024 the Company has allotted 95,37,00,000 Equity Shares of INR 10/- each.

¦ On October 31, 2024- Pursuant to Preferential Issue and approval of members dated October 28, 2024 the Company has allotted 1,38,29,787 Equity Shares of INR 10/- each.

¦ On November 07 2024 -Pursuant to Preferential Issue and approval of members dated November 04, 2024 the Company has allotted 2,02,12,766 Equity Shares of INR 10/- each.

Details of Change in Paid Up Share Capital due to Initial Public Offering (“IPO”) post financial year 2024-25 are as follows:

On May 29, 2025- Pursuant to IPO and approval of members dated October 28, 2024 the Company has allotted 119,148,936 Equity Shares of INR 10/- (Indian Rupees Ten Only) each.

Post IPO and as on the date of this report the Issued, Subscribed and Paid-up share capital of the Company is INR 11,0799,14,890 (Indian Rupees One Thousand One Hundred and Seven Crores Ninety Nine Lakhs Fourteen thousand Eight Hundred and Ninety only) divided into 1,10,79,91,489 (One Hundred Ten Crores Seventy Nine Lakhs Ninety one Thousand Four Hundred and Eighty Nine) equity shares of INR 10/- (Indian Rupees Ten Only) each.

ALTERATION TO MEMORANDUM AND ARTICLES OF ASSOCIATION

Alteration of Memorandum of Association

During the year under review, the alteration in the Memorandum of Association of the Company are as follows:

¦ On July 29, 2024 pursuant to approval of the members of the Company, there was alteration in the Clause V of the Memorandum of Association of the Company to reflect the reclassification from 1,25,00,000 (Indian Rupees One Crore Twenty-Five Lakhs Only) divided into

11.00. 000 (Eleven Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only) each and 1,50,000 (One lakhs and Fifty Thousand) Compulsory Convertible Preference Shares (CCPS) of INR 10/- (Indian Rupees Ten Only) each to INR

1.25.00. 000/- (Indian Rupees One Crore Twenty-Five Lakhs Only) divided into 12,50,000 (Twelve Lakhs Fifty Thousand) equity shares of INR 10/- (Indian Rupees Ten Only) each.

¦ On July 29, 2024 pursuant to approval of the members of the Company, there was alteration in the Clause V of the

Memorandum of Association of the Company to reflect the increase in the Authorized Share Capital of the Company to INR 11,30,00,00,000 /- (Indian Rupees One Thousand One Hundred and Thirty Crore Only) divided into 1,13,00,00,000 (One Hundred and Thirteen Crores) equity shares of INR 10/- (Indian Rupees Ten Only) each.

¦ On November 04, 2024 pursuant to approval of the members of the Company, there was alteration in the Clause V of the Memorandum of Association of the Company to reflect further increase in the Authorized Share Capital of the Company to INR 15,00,00,00,000/-(Indian Rupees One Thousand Five Hundred Crores only) divided into 1,50,00,00,000 (One Hundred Fifty Crores) equity shares of INR 10/- (Indian Rupees Ten only) each.

Alteration of Articles of Association

During the year under review, the alteration in the Articles of Association (AOA) of the Company are as follows:

¦ On November 18, 2024 pursuant to proposed Initial Public Offer of the Company a special resolution passed at the Extra-Ordinary General Meeting to align the AOA with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), and the stock exchanges where the equity shares of the Company were subsequently listed.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits pursuant section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Hence the requirements for furnishing details relating to deposits covered under Chapter V of the Companies Act, 2013 is not applicable.

CORPORATE GOVERNANCE

A report on Corporate Governance, in terms of Regulation 34(3) read with ‘Schedule V’ of SEBI LODR together with a certificate of compliance from the Practicing Company Secretary, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34, read with ‘Schedule V’ of SEBI LODR, a separate section on Management Discussion and Analysis, which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director and Seven (7) Non- Executive Directors, out of which Four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of SEBI Listing Regulations.

The list of directors on the Board of your Company as on date are as follows:
Sr. No	Name	Designation	Date of Appointment
1	Mr. Raj Kapurchand Chandaria	Chairman & Managing Director	October 10, 2024
2	Mr. Murad Moledina	Non-Executive Director	May 25, 2022
3	Mr. Wilfred Swee Lim Guan	Non-Executive Director	December 05, 2022
4	Mr. Raj Kishore Singh*	Independent Director	October 10, 2024
5	Mr. Kanwaljit Singh Sudarshan Nagpal*	Independent Director	October 10, 2024
6	Ms. Uma Mandavgane*	Independent Director	October 10, 2024
7	Mr. Lars Erik Mikael Johansson**	Independent Director	February 12, 2025
8	Mr. Deepak Gajanan Dalvi#	Non-Executive Director	April 17 2025
* The above all Independent Directors were regularized in the Extra Ordinary General Meeting held on October 24, 2024 with the approval of members. ** Regularized with the approval of members in their Extra Ordinary General Meeting held on February 13, 2025. #Regularised with the approval of members in their Extra Ordinary General Meeting held on April 28, 2025

APPOINTMENT

During the year under review, Mr. Raj Kapurchand Chandaria was appointed as the Managing Director on the Board of our Company on October 10, 2024 with the approval of Shareholders on October 24, 2024 for a period of five years with effect from October 10, 2024, till October 9, 2029 and approval from Central Government was received vide letter dated January 9, 2025 under Section 196 read with Schedule V of the Companies Act, 2013.

Mr. Kanwaljit Singh Sudarshan Nagpal, Mr. Raj Kishore Singh, Ms. Uma Mandavgane and Mr. Rahul Durgaprasad Asthana were appointed as Additional (Non-Executive) Independent Directors on October 10, 2024. The above all Independent Directors were regularized in the Extra Ordinary General Meeting held on October 24, 2024 with the approval of members.

Mr. Lars Erik Mikael Johansson was appointed as Additional (Non-Executive) Independent Director on February 12, 2025 and was regularised in the Extra Ordinary General Meeting held on February 13, 2025 with the approval of members. Mr. Deepak Gajanan Dalvi was appointed as Additional (NonExecutive) Non-Independent Director on April 17 2025 and was regularised in the Extra Ordinary General Meeting held on April 28, 2025.

RESIGNATION

During the year under review, Mr. Kanwaljit Singh Sudarshan Nagpal, Mr. Sudhir Omprakash Malhotra and Mr. Deepak Gajanan Dalvi resigned as Non- Executive Non-Independent Directors effective from 10^th October, 2024. Mr. Rahul Durgaprasad Asthana resigned as Independent Director effective from 12^th February 2025 under section 168 and other applicable provisions of Act, rules made thereunder and SEBI Listing Regulation due to preoccupation. Mr. Wimal Roy Shylindra Kumar Samlal resigned as Non-Executive Non-Independent Director effective from 17^th April, 2025 due to preoccupation. The Board placed on record its

high degree of appreciation for the valuable and excellent contribution made by them during their tenure as a Directors of the Company.

DIRECTORS RETIRE BY ROTATION

Pursuant to section 152 of the Companies Act, 2013 Mr. Wilfred Swee Lim Guan (DIN: 09790083) Non-Executive Non-independent, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment. In compliance with Secretarial Standards-2, the brief resume, expertise, and other details of Mr. Wilfred Swee Guan Lim (DIN: 09790083) is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee of the Company, the Board recommends his reappointment as Director at the ensuing AGM.

DISCLOSURE FROM INDEPENDENT DIRECTORS

The Board comprised of four Independent Directors as on March 31, 2025. The tenure of all Independent Directors is in accordance with the Companies Act, 2013, and SEBI Listing Regulations.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI Listing Regulations. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained

with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

KEY MANAGERIAL PERSONNEL

The Board of directors has appointed Ms. Priyanka Vaidya as Company Secretary of the Company with effect from 10^th October, 2024 following the resignation of Ms. Monica Gandhi from the position of Company Secretary at the close of business hours on August 31, 2024. Furthermore, Ms. Priyanka Vaidya was appointed as the Compliance Officer of the Company on October 28, 2024.

As on March 31, 2025, the Company had the following Key Managerial Personnel:

1. Mr. Raj Kapurchand Chandaria- Chairman & Managing Director

2. Mr. Manoj Sharma - Chief Financial Officer

3. Ms. Priyanka Vaidya- Company Secretary and Compliance Officer

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI Listing Regulation, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE EARNINGS & OUTGO

Details of energy conservation, technology absorption, exports & foreign exchange earnings and outgo undertaken by the Company along with the information in accordance with the provisions of section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in ‘Annexure - A’ to the Directors’ Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act, and the Rules framed thereunder is enclosed as Annexure - ‘B’ to the Board’s Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report. However, in terms of

Section 136 of the Companies Act 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection at the registered office of the Company during working hours. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

BOARD COMMITTTEES

During the year under review, with a view to comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with an objective to further strengthen the governance standards, the Board had constituted following Committees

a. Audit Committee;

b. Stakeholder’s Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee and

e. Risk Management Committee

The above Committees were re-constituted/constituted during the year with the approval of the Board. The details of the re-constitution, constitution, composition, terms of reference , number of Committee meetings held during the year under review and attendance of the Committee members at each meeting are set out in the Corporate Governance Report which in included herein by reference and forms part of the Annual Report.

DISCLOSURE OF COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘E’ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s website on www.aegisvopak.com.

The Company’s average CSR obligation of three immediately preceding financial years is below ten crore Indian Rupees hence impact assessment is not applicable.

AUDITORS AND AUDITORS’ REPORT

In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 , the Members of the Company in their 11^th Annual General Meeting held on July 22, 2024 has approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W/W- 100036), as statutory Auditors for a period of 5 (five) consecutive years from the conclusion of 11^th Annual general meeting (“AGM”) until the conclusion of

the 16^th AGM to be held for the financial year ending on 31^st March, 2029.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM

EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT

The Auditors’ Report does not contain any qualification, reservations, adverse remarks or disclaimers. Notes to Accounts are self-explanatory and does not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, and being Company listed on BSE Ltd. and National Stock Exchange India Limited dated June 02, 2025, the appointment of Secretarial Auditors is required to be approved by the members of the Company. The Board of Directors at the Board meeting held on June 19, 2025 has recommended appointment of M/s. Naithani & Shetty Associates, Partnership Firm (Firm registration No. P2025MH103800) (Peer reviewed certificate no. 6548/2025) as Secretarial Auditor of the Company for the first term of five consecutive years i.e; from FY 2025-26 to FY 2029-30.

The Company has received the written consent and certificate that M/s. Naithani & Shetty Associates satisfy the criteria for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Further pursuant to the provisions of Section 134(3) and section 204 of Companies Act, 2013 read along with the rules made thereunder, the Board of Directors of the Company appointed Mr. Prasen Naithani of M/s. P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 2024-25. The Secretarial Audit Report for the financial year ended 31^st March, 2025 forms part of this Report and is annexed herewith as ‘Annexure - D. There is no qualification, reservation or adverse remark or disclaimer in secretarial Audit report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, neither the statutory auditors or Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board’s Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Natvarlal Vepari & Co LLP, Chartered Accountant were re-appointed by the Board of Directors to conduct internal audit of the Company.

COST AUDITOR

During the year, maintenance of cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to the Company.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT (OHSE)

The emphasis on OHSE continues at all of the terminals of the company. The Company is committed to the best standards in safety and continuously monitors relevant matters. In addition to periodic reviews by the management, the Company has formed a high-level committee comprising of three directors and other Company executives, wherein matters concerning the subject are discussed. Safety drills are regularly carried out at all facilities.

Although the company has a low carbon footprint, efforts are underway to reduce the impact on the environment and improve environmental sustainability;, it continues to monitor emissions with the installation of a continuous monitoring system at two locations and investing in pollution control systems. The company has engaged leading engineering Institutes to design equipment and model the impact on the environment. These efforts ensure that we are making progress towards our commitment to a more sustainable future.

DIRECTORS’ RESPONSIBILITIES STATEMENT

The Directors would like to inform the Members that the Audited Financial statements for the financial year ended 31^st March, 2025 are in full conformity with the requirement of the Companies Act, 2013. The Financial Statements are audited by the Statutory Auditors, M/s. CNK & Associates LLP.

The Directors further confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and profit of the company for that period;

c. The Directors had taken proper and sufficient care for the 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 Directors had prepared the annual accounts on a going concern basis;

e. The Directors, had laid down adequate internal financial controls to be followed by the company and that such internal financial controls including with reference to Financial Statements 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Natvarlal Vepari & Co LLP a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal control systems and suggests improvements to strength the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

SIGNIFICANT AND MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

There are no significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company’s operations in future.

COMPOSITION OF AUDIT COMMITTEE

In terms of the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, the Audit Committee comprised of three Directors, out of which two are Non-Executive Independent Directors and one is Executive Director.

The members of Audit Committee as on March 31, 2025 are as follows:

1. Mr. Raj Kishore Singh - Chairman

2. Mr. Raj K. Chandaria

3. Mr. Lars Erik Mikael Johansson

During the year, the Board of Directors of the Company had always accepted the recommendations of the Audit Committee.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board’s Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company, pursuant to Section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI Listing Regulations, have established vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The scope of the policy is that it covers any alleged wrongful conduct and other matters or activity on account of which the interest of the Company is affected and is formally reported by Whistle Blower(s). The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Company’s vigil mechanism is providing adequate safeguards against victimization of persons who use such mechanism and has made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the said Policy are explained in the Corporate Governance Report and details of establishment of vigil mechanism is posted on the website of the Company at www.aegisvopak.com.

ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3) OF COMPANIES ACT, 2013

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at company’s website - https://www.aegisvopak.com.

POLICY RELATING TO APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER DETAILS

In terms of the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI LODR, the Nomination and Remuneration Committee (N & R) comprised of three Directors, all of them are Non-Executive Directors of the Company.

The Members of the N & R Committee as on March 31, 2025 are as follows:

1. Mr. Raj Kishore Singh- Chairman

2. Mr. Kanwaljit Singh Sudarshan Nagpal

3. Mr. Lars Erik Mikael Johansson

The N&R Committee identifies persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the laid down criteria, recommend to the Board their appointment and renewal and shall carry out evaluation of every Director’s performance.

The Committee formulates criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is available on the website of the Company at https://www.aegisvopak.com/.

The Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that -

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company’s business strategies, values, key priorities and goals.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is engaged in the business of providing Infrastructural facilities as specified under section 186(11) (a) of the Companies Act 2013 read with Schedule VI of the Companies Act 2013. However, details of loan are given in the notes to the Financial Statements.

DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS WITHRELATED PARTIES

The Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions (‘RPTs’), to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy on Materiality of and dealing with Related Party Transactions was amended in line with SEBI listing Regulation. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website at https:// www.aegisvopak.com.

All transactions entered into with the related parties are in compliance with the provisions of the Companies Act, 2013 and on the arm’s length basis.

There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All transactions entered during the year were entered with its holding Company/fellow subsidiaries on arms length basis and in ordinary course of business. The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act, in Form AOC-2 forms part of this Report and is placed at ‘Annexure-‘C’.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a Risk Management Committee consisting of majority members of Board of Directors comprising of the following members:

The Members of the Risk Management Committee as on March 31, 2025 are as follows:

1. Mr. Kanwaljit Singh Sudarshan Nagpal (Chairman)

2. Mr. Wilfred Swee Guan Lim

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimisation procedures, monitor and review risk management plan and for carrying out such other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein of elements of risk, and action taken by the Company to mitigate those risks.

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated and managed, to establish framework for the company’s risk management process and to ensure companywide implementation, to ensure systematic and uniform assessment of risks related with Oil, Gas & Chemicals Logistics business, to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to-assure business growth with financial stability.

The details of Committee and its terms of reference are also set out in the Corporate Governance Report forming part of the Board’s Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments, which affected the financial position of the company between the end of the financial year of the company to which the financial statement relates and the date of the report.

DISCLOSURE RELATING TO BOARD AND BOARD COMMITTEES AND POLICES

During the year ended March 31, 2025, 10 Board Meetings were held on the following dates :

1. 23^rd May, 2024

2. 29^th July, 2024

3. 10^th October, 2024

4. 24^th October, 2024

5. 28^th October, 2024

6. 4^th November, 2024

7 18^th November, 2024 (10.30 a.m.)

8. 18^th November, 2024 (11.00 a.m.)

9. 05^th February, 2025

10. 12^th February, 2025

The intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.

The detailed composition of the Board of Directors along with the number of Board Meetings has been provided in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and

prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the year ended 31^st March, 2025, there were nil complaints recorded pertaining to sexual harassment.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As the Company is listed on Stock Exchanges on June 02, 2025, publication of Business Responsibility and Sustainability Report (“BRSR”) pursuant to Regulation 34(2) (f) of the Listing Regulations is not mandatory for Company for FY 2024-25.

INSOLVENCY AND BANKRUPTCY CODE

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2024-25.

DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

During the year, there were no instances of one time settlement with Bank/Financial Institutions.

APPRECIATION

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Port Trust, Bankers, Central and State Government Departments, Shareholders, Suppliers and Customers.