Aegis Vopak Terminals Ltd

To the Members of

Aegis Vopak Terminals Limited

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

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED

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 27,635.44 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 41.11%. 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

8 Aegis Vopak Terminals Limited 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 27,458 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 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.

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 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, 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 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 31st 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.

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 ofthe Companyandthatofthesubsidiary 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

11,07,99,14,890 (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 INR 10/- (Indian Rupees Ten Only) each.

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

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:

** 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 (Non-Executive) 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 th October, 2024. Mr. Rahul Durgaprasad Asthana resigned as Independent Director effective from 12th 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 17th 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 confirmsthat 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 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

10th 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, from 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 11th 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 11th Annual general meeting ("AGM") until the conclusion of the 16th 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 been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no being proposed for ratification 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 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 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 st March, 2025 forms part of this Report and is annexed herewith as ‘Annexure - D. There is no qualification, reservation or adverse remark 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 care committed against your Company by its 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.byMembers Natvarlal everyAGMhas Vepari & Co LLP,

Chartered Accountant were re-appointed by the Board of Directors to conduct internal audit of the Company. is of appointment of statutory

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.

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 hasno.6548/2025) 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. that M/s. Naithani & Shetty Associates satisfy

DIRECTORS? RESPONSIBILITIES STATEMENT

The Directors would like to inform the Members that the Audited Financial statements for the financial year ended 31st 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 year ended 31 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 company at the end of the financial year and profit of the company for that period; sufficient . The Directors had taken proper and 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

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

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 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 mechanismof Chartered 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.

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 - orders passed by the 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

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 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 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.

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 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 remunerationcomponent, as permissible under

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. 23rd May, 2024

2. 29th July, 2024

3. 10th October, 2024

4. 24th October, 2024

5. 28th October, 2024

6. 4th November, 2024

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

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

9. 05th February, 2025 10. 12th 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.

(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 31st March, 2025, there were nil complaints recorded pertaining to sexual harassment.

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 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.