Adani Ports & Special Economic Zone Ltd

Dear Shareholders,

Your Directors are pleased to present the 26th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY 2025").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

Your Company handled record cargo throughput of 450 MMT in FY 2024-25 with 7% YoY growth. Mundra port continues to be India?s largest seaport with 200 MMT of total cargo handled during the year under review. The key aspects of your Company?s operational performance during the FY 2024-25 are as follows:

- Your Company clocked 450 MMT (+7% YoY) cargo volume in FY 2024-25. The growth was primarily driven by container volume (+20% YoY).

- Mundra port became the firstIndian port to cross 200 MMT annual cargo volume.

- Your Company handled 27% of the country?s total cargo (~26.5% in FY 2024) and 45.5% of container cargo (~44% in FY 2024).

- Your Company handled the highest monthly cargo of 41.5 MMT in March, 2025.

- Your Company commenced operations at Vizhinjam port, India?s first fully automated transshipment port that crossed the milestone of 1,00,000+ TEUs in a single month.

- Your Company commenced O&M operations at Syama Prasad Mookerjee Port?s Netaji Subhas dock and entered into a concession agreement with Deendayal Port Authority to develop Berth No. 13.

- Your Company commenced operations at the Colombo West International Terminal (CWIT), located at the port of Colombo. This is the first deep-water terminal in Colombo to be fully automated, designed to enhance cargo handling capabilities, improve vessel turnaround times and elevate the port?s status as a key transshipment hub in South Asia.

- Implemented a new terminal operating system, Navis N4 at Kattupalli, Ennore, Gangavaram and Hazira container terminals, leading to increased efficiency and better planning in container terminal operations.

- Logistics handled container volumes of 0.64 Mn TEUs (+8% YoY), and bulk cargo of 21.97 MMT (up 9% YoY) in FY 2024-25. In March, 2025, handled the highest ever container volume 59,499 TEUs.

-Container volumes handled at MMLPs in FY 2024-25 increased by 21% YoY to 4,58,217 TEUs.

- Added 5 rakes taking total rakes count to 132.

- Warehousing capacity increased to 3.1 million sq. ft. from 2.4 million sq. ft as of FY 2024 end.

- Agri silo capacity stood at 1.2 MMT. Construction activity is underway to increase the capacity to 4 MMT.

- Trucking volume grew by more than 200% in container and bulk transportation.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Credit Rating

Your Company?s financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend:

Your Directors have recommended a dividend of Rs. 7 (350%) per Equity Share of Rs. 2 each and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each for FY 2024-25. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source. The dividend, if approved by the shareholders, would involve a cash outflow of Rs. 1,512.10 crore.

Dividend Distribution Policy:

The Dividend Distribution and Shareholder Return

Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company?s website and link for the same is given in Annexure-A of this report.

Unclaimed Dividends:

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Integrated Annual Report.

Transfer to Reserves:

As permitted under the Act, the Board of Directors of your Company ("Board") does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. 16,258.55 crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company.

The authorized share capital of your Company is

Rs. 2,100 crore and paid-up share capital of your Company is Rs. 434.53 crore.

Non-Convertible Debentures ("NCDs")

Your Company has an outstanding Listed, Secured

Redeemable NCDs of face value of Rs. 10 lakh each aggregating to Rs. 4,985.37 crore and NCDs of face value of Rs. 1 lakh each aggregating to Rs. 500 crore. These NCDs are listed on the wholesale debt market segment of BSE Limited.

During the year under review, your Company redeemed 17,666 NCDs of face value of Rs. 10 lakh each aggregating to Rs. 1,766.63 crore.

144A/Regulation

Your Company has redeemed the balance outstanding principal amount of USD 32,50,35,000 of 3.375% Senior Unsecured Notes due 2024 which matured on July 24, 2024.

East Africa Gateway Limited, a joint venture entity of Adani International Ports Holdings Pte Ltd., wholly owned subsidiary of your Company and East Harbour Terminals Limited has completed the acquisition of 95% stake in Tanzania East Africa Gateway Terminal Limited on June 27, 2024.

Your Company has divested 49% stake in Adani Ennore Container Terminal Private Limited to Mundi Limited, an indirect subsidiary of Terminal Investment Limited and associate of Mediterranean Shipping Company on June 27, 2024.

Your Company has completed the acquisition of 95% stake in Gopalpur Port Limited ("GPL") from existing shareholders of GPL on October 11, 2024. The Adani Harbour International DMCC, a step-down subsidiary of your Company, completed the acquisition of 80% stake in Astro Offshore group on October 24, 2024. The Board of your Company on April 17, 2025, has approved the acquisition of Abbot Point Port Holdings Pte Ltd. ("APPH"), Singapore from

Carmichael Rail and Port Singapore Holdings Pte

Ltd, Singapore ("CRPSHPL"). The APPH holds the entities which own and operate the North

Queensland Export Terminal ("NQXT"), Australia. NQXT is a critical export gateway for producers in resource-rich Queensland, Australia and has current capacity of 50 MTPA (million tons per annum).

The transaction will be completed on a non-cash basis. Your Company will issue 14.38 crore equity shares to CRPSHPL, in exchange for the acquisition of 100% ordinary share capital of APPH.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act, read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security, are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which are exempted under Section 186 of the Act. The particulars of loans, guarantees and investments made during the year under review are given in the notes forming part of the financial statements.

Companies

A list of subsidiaries / joint ventures / associates of your Company is provided as part of the notes to the consolidated financial statements. During the year under review, the following entities were formed/acquired by your Company: DPA Container and Clean Cargo Terminal Limited Gopalpur Ports Limited During the year under review, 64 entities were formed/ acquired by subsidiaries / joint ventures of your Company. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation

33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financialstatements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company?s registered office of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adaniports.com).

Material Subsidiaries

Based on financial statements as on March 31, 2025, your Company has 5 (five) unlisted material subsidiaries.

Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act, read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2025, your Company?s Board had ten members comprising of three Executive Directors, two Non-Executive and Non-Independent Directors and five Independent Directors including one Woman Director. The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of your Company?s business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Designation of Directors

During the year under review, the following changes took place in the Directorships:

Appointment:

Dr. Ravindra Dholakia (DIN: 00069396) and Mr. P. K. Pujari (DIN: 00399995) were appointed as Additional Directors (Non-Executive and Independent) of your

Company w.e.f. August 8, 2024 for a first of 3 years.

Their appointment was approved by the shareholders through Postal Ballot on November 2, 2024. and that Re-appointment:

Mr. P.S. Jayakumar (DIN: 01173236), will be completing his initial term of 5 years as an Independent Director on July 22, 2025. The Board of Directors at its meeting held on May 1, 2025, on the recommendation of Nomination and Remuneration Committee and after taking into account the performance evaluation of his first and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed . him as an Independent Director for a second term of three years w.e.f. July 23, 2025, subject to approval of shareholders at the ensuing AGM.

Cessation:

Prof. G. Raghuram (DIN: 01099026) and Mr. G. K. Pillai (DIN: 02340756) ceased as Independent Directors of your Company w.e.f. August 8, 2024, on completion of their tenure. The Board places on record the deep appreciation for valuable services and guidance provided by them during their tenure of directorship.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Rajesh S. Adani as Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Declaration from Independent Directors:

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent

Directors have also given declaration of compliance with

Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent

Directors maintained by the Indian Institute of

Corporate Affairs.

Key Managerial Personnel:

As on the date of this Integrated Annual Report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: Mr. Gautam S. Adani, Executive Chairman Mr. Karan Adani, Managing Director Mr. Ashwani Gupta, Whole Time Director & CEO Mr. D. Muthukumaran, Chief Financial Officer Mr. Kamlesh Bhagia, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has the following statutory and governance committees.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee Risk Management Committee

Corporate Social Responsibility Committee

Corporate Responsibility Committee

Information Technology & Data Security Committee Legal, Regulatory & Tax Committee Reputation Risk Committee Mergers & Acquisitions Committee Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the

Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors? Meeting

The Independent Directors met on March 29, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Nomination and Remuneration Committee ("NRC") engaged Talentonic HR Solutions Private Limited ("Talentonic"), an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY 2024-25. A detailed Board effectiveness assessment questionnaire was developed by Talentonic based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes, i.e. strategic direction, fit-for-purpose and focus on environment, social and governance. The results of the evaluation confirmed the high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors? meeting held on March 29, 2025, and also at the NRC meeting and Board meeting held on April 30, 2025 and May 1, 2025, respectively. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Board Familiarization and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risks universe applicable to your Company?s business. These updates help the Directors to keep abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its input on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs /meetings where subject matter experts apprise the Directors on key global trends.

The details of such programs are provided in the

Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors? appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors? appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company and link for the same is given in Annexure-A of this report.

The Remuneration Policy for selection of Directors and determining Directors? independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company?s Remuneration

Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirmthat the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration

Committee implements this mechanism in concurrence with the Board.

Directors? Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee ("RMC") to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of the risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance

Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing

Regulations are provided in Annexure – A to this report.

Corporate Social Responsibility ("CSR")

The details of the CSR Committee are provided in the

Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and the link for the same is given in Annexure-A of this report.

The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of your Company has certified that CSR spending of your Company for FY 2024-25 has been utilized for the purpose and in the manner approved by the Board of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintaining high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all

Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure-A of this report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for FY 2024-25, describing the initiatives taken by your Company from an environment, social and governance ("ESG") perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual

Report of your Company provides an insight into various

ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link Click here.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm?s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company?s Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent

Directors of your Company. The members of the Audit

Committee abstained from discussing and voting in the transaction(s) in which they were interested. During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2024-25 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company?s website and can be accessed using the link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors? Report

Pursuant to Section 139 of the Act, read with rules made thereunder, as amended, M/s. M S K A & Associates, Chartered Accountants (firm registration no. 105047W) were appointed as the Statutory Auditors of your Company for the first term of five years till the conclusion of 30th Annual General Meeting (AGM) of your Company to be held in the year 2029. A representative of the Statutory Auditors attended the previous AGM of your Company held on June 24, 2024. The Notes to the financial statements referred in the Auditors? Report are self-explanatory.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to members approval being sought at the ensuing AGM; CS Ashwin Shah, Practicing Company Secretary, Ahmedabad, (C. P. No. 1640; Peer reviewed certificate no. 1930/2022) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first of five consecutive years from financial year 2025-26 to financial year 2029-30. CS Ashwin Shah has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as of your Company.

Subsidiary

As per the requirements of SEBI Listing Regulations, the

Practicing Company Secretaries appointed by respective material subsidiaries of your Company undertook secretarial audit for FY 2024-25. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit reports of each material subsidiary forms part of this

Integrated Annual Report.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial

Standard-1 and Secretarial Standard-2 issued by The Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and

Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by

Company?s officers or employees, to as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 1,060 (standalone basis) employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial

Personnel to the median of employees? remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholdersterm and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the

Registered Office of your Company during business on working days of your Company. If any shareholder is Auditor interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment ("POSH") Policy and has constituted Internal Complaints Committees ("ICs") at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal the Audit Committee, orientation on the POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for

Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is given in Annexure-A of this report.

During the year under review, your Company has not received any complaints under the vigil mechanism.

Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company?s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in

Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your

Company?s shares by your Company?s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company?s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Company?s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which have been made available on your Company?s website and link for the same is given in Annexure-A of this report.

The employees undergo mandatory training/ certification on this PIT Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Executive Chairman nor the Whole Time Director & CEO of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company?s operation in future.

4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the Banks or Financial Institutions.

6. There were no revisions made in the financial statements and Directors? Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.