Notes to Accounts of Aegis Vopak Terminals Ltd.

Mar 31, 2026

During the year ended on March 31, 2025, the Company had issued 953,700,000 (Ninety Five Crore Thirty Seven Lakhs) Bonus Equity Shares of Rs. 10 each by the way of capitalisation of balance available in the securities premium account of the company in accordance with the provisions of the Companies Act, 2013, to the existing equity shareholders of the Company in the ratio of 867:1 i.e. new 867 (Eight Sixty-seven) fully paid-up Equity Shares of Rs. 10 each for every (1) (one) existing fully paid-up equity shares of the Company of Rs. 10 each held by the existing shareholders as on the Record date of July 29, 2024 and allotment of the same was done on August 28, 2024.

[d] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.

c) Every member of the Company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

Description of nature and purpose of each reserve:

Securities premium

The securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

Capital reserve

The capital reserve represents reserve created pursuant to business combinations.

Properties revaluation reserve

The properties revaluation reserve arises on the revaluation of building and plant & equipment . When revalued assets are sold, the portion of the properties revaluation reserve that relates to that asset is transferred directly to retained earnings. Items of other comprehensive income included in the properties revaluation reserve will not be reclassified subsequently to profit or loss.

Terms of borrowings

1) Secured Loans

(i) Term loan taken from DBS Bank carries an interest rate between 7.50% and 8.50% p.a. is repayable within 60 months in 9 equal quarterly instalments commencing 36 month from disbursement date of 13^th April 2022.

(ii) Term loans taken from HDFC Bank carries an interest rate between 7.05% and 8.50% p.a. repayable in quarterly instalments within 120 months commencing from 39 month from the date of first disbursement of 30^th June 2022.

(iii) Term loans from HDFC Bank and DBS Bank are secured by a first pari-passu charge by way of hypothecation on all the tangible movable fixed assets, present and future, of the company and it''s wholly-owned subsidiaries Konkan Storage Systems (Kochi) Private Ltd. and CRL Terminals Private Limited. and a first pari-passu charge over cash flows, receivables, book debt, bank accounts etc. present and future, of the company and it''s wholly-owned subsidiaries Konkan Storage Systems (Kochi) Private Ltd. and CRL Terminals Private Limited.

2) 6.92% Secured 66,000 Non-convertible debentures

The Company issued 66,000 secured, senior, rated, listed, redeemable non-convertible debentures of Rs 1,00,000 each on a private placement basis.

The debentures carry a put option for the holders and a call option to the Company to be redeemed at par on November 09, 2026 or November 09, 2027. If these are not exercised, the debentures are to be redeemed at par in entirety on November 07, 2028 i.e. after 3 years from the date of issue.

These debentures are secured by an exclusive charge by way of hypothecation on all the tangible movable fixed assets of the Company at its LPG and liquid storage terminals at Mangalore, and by way of a pari-passu charge on specified current assets of the Company.

3) 7.40% Secured 103,000 Non-convertible debentures

The Company issued 103,000 secured, senior, rated, listed, redeemable non-convertible debentures of Rs 1,00,000 each on a private placement basis

The debentures carry a put option for the holders and a call option to the Company to be redeemed at par on January 06, 2027 or January 05, 2028. If these are not exercised, the debentures are to be redeemed at par in entirety on January 05, 2029 i.e. after 3 years from the date of issue.

These debentures are secured by an exclusive charge by way of hypothecation on all the tangible movable fixed assets of the Company at its LPG storage terminals at Kandla and Pipavav, and by way of a pari-passu charge on specified current assets of the Company.

4) Unsecured Loans

(i) Term loans from Vopak India BV are repayable within 60 months from the date of disbursement and carry an interest rate between 6.60% p.a. to 8.40% p.a.

Note 36

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have been aggregated in arriving at the reportable segments of the Company.

Specifically, the Company''s reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to storage & terminalling of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

1. Amount of Rs. 113.89 lakh that were transferred to unspent CSR account on 29^th April, 2026 is pertaining to ''Ongoing projects'' for FY 2025-26

2. Amount of Rs. 18.33 lakh that were transferred to unspent CSR account on 28^th April, 2025 is pertaining to ''Ongoing projects'' for FY 2024-25

2. Activities under Schedule VII

1) Preventive Healthcare; 2) Promoting Art & Culture; 3) Rural development; and 4) Promoting education.

Note 39

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.

For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company''s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

? Credit risk ;

? Liquidity risk ; and

? Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit year on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company''s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting year to ensure that adequate impairment losses are made for irrecoverable amounts.

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers'' credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company''s short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Exposure to liquidity risk

The following table details the Company''s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

The Company''s borrowings which are contracted at a fixed rate (excluding those which are hedged), are carried at amortised cost. Further these borrowings are not affected due to interest rate risk as defined in Ind AS 107 as neither the carrying amount nor the future cash flows will fluctuate in the event of a change in market interest rates.

Employee Benefits

Defined contribution plan

The Company makes provident fund and superannuation fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company''s contribution to the provident and pension fund is Rs. 319.17 lakh (Previous year Rs. 254.86 lakh).

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees'' Company Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

2. Issue of Non-Convertible Debentures ("NCD")

a) The Company listed 6.92% Redeemable, Senior, Rated, Secured, Taxable Non-Convertible Debentures with National Stock Exchange of India Limited, amounting to Rs. 66,000 lakh. The Secured Non-Convertible Debentures aggregating to Rs. 66,000 lakh are secured by way of exclusive charge through hypothecation on specified tangible moveable fixed assets, located at Mangalore Port, besides a pari-passu charge on cashflows, receivables, book debt, bank accounts etc. of the Company. Such charge is to the extent of a minimum of 1.30 times of the outstanding amount, on the book value of the above moveable fixed assets.

b) The Company listed 7.40% Redeemable, Senior, Rated, Secured, Taxable Non-Convertible Debentures with National Stock Exchange of India Limited, amounting to Rs. 103,000 lakh. The Secured Non-Convertible Debentures aggregating to Rs. 103,000 lakh are secured by way of exclusive charge through hypothecation on specified tangible moveable fixed assets of the Company''s LPG storage terminals at Kandla and Pipavav, besides a pari-passu charge on cashflows, receivables, book debt, bank accounts etc. of the Company. Such charge is to the extent of a minimum of 1.30 times of the outstanding amount, on the book value of the above moveable fixed assets.

3. Acquisition of entities under the common control of the Ultimate Parent

i) During the year, on 28^th October 2025, Aegis Vopak Terminals Limited("AVTL"), has acquired 48,000 Equity Shares representing 96% of the shareholding of Aegis Terminal (Pipavav) Limited ("ATPL") from Aegis Gas (LPG) Private Limited ("AGPL"). Pursuant to the completion of the acquisition, ATPL has become subsidiary of the AVTL w.e.f November 13, 2025.

ii) During the year, on 02^nd January 2026, a Share Purchase Agreement ("SPA") was entered among Aegis Vopak Terminals Limited("AVTL"), Aegis Gas (LPG) Private Limited("AGPL"), Vopak India B.V. ("Vopak") and Hindustan Aegis LPG Limited("HALPG") in relation to the purchase 6,21,146 Equity shares of HALPG from AGPL representing 51% and 2,92,303 Equity shares from Vopak representing 24% of the shareholding of HALPG. Pursuant to the completion of the acquisition, HALPG has become subsidiary of AVTL w.e.f January 06, 2026.

Further, pursuant to SPA, Deed of Adherence("DOA") dated 13^th February, 2026, was entered among Aegis Vopak Terminals Limited("AVTL"), Aegis Logistics Limited("ALL"), Aegis Gas (LPG) Private Limited("AGPL"), Itochu Petroleum Co. Singapore Pte. Ltd, Hindustan Aegis LPG Limited("HALPG") and Vopak India B.V. ("Vopak") as per terms and conditions of SPA.

iii) During the year, on 27^th March 2026, Share Purchase Agreement ("SPA-1") was entered by Aegis Vopak Terminals Limited("AVTL") with Aegis Terminal (Pipavav) Limited ("ATPL") and Itochu Corporation ("Itochu") in relation to transfer of 5,000 Equity shares representing 10% of the paid up share capital of ATPL to Itochu for an aggregate consideration of Rs. 80,32,00,000. On the same day, a Shareholder''s Agreement ("SHA") was also entered among AVTL, ATPL, Itochu, Mr. Murad Moledina and Mr. Sudhir Omprakash Malhotra. Pursuant to the completion of said transfer on 30^th March, 2026, the AVTL continues to hold 86% equity stake in ATPL.

Simultaneously, another Share Purchase Agreement ("SPA-2") was executed between Company, Aegis Terminal (Pipavav) Limited ("ATPL"), its subsidiary Company and Itochu Corporation ("Itochu") on 27^th March, 2026, which shall become effective only upon non-fulfilment of the agreed terms and conditions within the specified timeline. The operative provision of SPA-2 requires Company to purchase the shares representing 10% of the equity stake of ATPL from Itochu, shall automatically become effective only if the agreed conditions are not fulfilled within the timeline.

4. Deed of assignment with Aegis Terminal (Pipavav) Limited

During the year, the Company entered into a Deed of Assignment with its subsidiary, Aegis Terminal (Pipavav) Limited

("ATPL"), on March 26, 2026. Under the terms of the deed, the Company assigned to ATPL all its rights, obligations, and

liabilities arising from the framework agreement dated June 19, 2025, originally executed between the Company and Aegis

Logistics Limited ("ALL"), the Holding Company, in relation to the acquisition of a specialised ammonia storage terminal at

Pipavav Port with a static storage capacity of 36,000 MT.

Dividend declaration and payment

The Board of Directors of the Company has recommended a final dividend of Rs. 0.20 per equity share for the year ended March 31, 2026. The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 49

Other Statutory Information

(i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

(ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iv) The Company has not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(v) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(vi) No bank, financial institution or other lender has declared the Company as a wilful defaulter.

Note 50

Approval of financial statements:

The standalone financial statements were approved for issue by the Board of Directors on May 28, 2026.