Aegis Logistics Ltd

To the Members of the Company

The Directors have pleasure in presenting the 67th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2024.

Financial Performance

(Rs. in lakh)

* Normalised EBIDTA

Note: The Company, Aegis Logistics Limited and its subsidiaries is together referred to as "the Group" or "Aegis Group" in this report.

Operating Performance

On Standalone basis

Revenue from operations is Rs. 2,98,035.05 lakh The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT Rs. 44,854.97 lakh. Profit before Tax is Rs. 52,323.17 lakh and Profit after Tax is Rs. 41,183.46 lakh.

On Consolidated basis

The Revenue for the year Rs. 704,592.12 lakh. The Profit before Tax for the year is increased by 33.59% i.e. Rs. 86,130.51 lakh as against Rs. 64,475.12 lakh in the previous year.

The Profit after Tax for the year also increased by 31.62% at Rs. 67,220.42 lakh as against Rs. 51,069.61 lakh for the previous year.

Liquid Segment

Revenues for Liquid Division is Rs. 54,936.55 lakh (previous year Rs. 41,796.67 lakh). EBITDA was Rs. 39,579.56 lakh compared to Rs. 27,149.50 lakh in previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was Rs. 649,655.57 lakh as compared to Rs. 820,924.64 lakh the previous year. The EBITDA increased to Rs. 61,209.65 lakh as compared to Rs. 52,623.4 lakh in previous year, mainly due to higher volumes.

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

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as India?s import of oil products and chemicals increase in line with the growth of the Indian economy.

As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene, biomass and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the medium and long term outlook for the group remains positive.

Dividend

The Company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors declared two Interim Dividends - 1st Interim Dividend @250% of Rs. 2.50 per equity share and 2nd Interim Dividend @200% of Rs. 2/- per equity share and the same were paid during the FY 2023-24.

Further, the Board of Directors has also declared interim Dividend @125% of Rs. 1.25 per equity share during the financial year 2024-25 and the same was paid during financial year 2024-25.

Further, the Board of Directors of the Company at its meeting held on May 24, 2024 has recommended the Final Dividend of 200% of Rs. 2 per share of face value of Rs. 1/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘SEBI LODR?). The Policy is uploaded on the Company?s website at www.aegisindia.com.

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 distribute bulk liquids and gases in a safe and sustainable manner is ever more critical. And as a Company that is building and operating energy infrastructure, we believe that we can play our part in moving India from using dirty fuels to using cleaner fuels. The Company has completed several acquisitions during previous financial year and the Company continues to look for more M&A opportunities during the year.

At Mangalore, the Company has successfully acquired a specialised storage terminal with a capacity of 44,168 KL in this last year. This acquisition meets the growing demand for specialised storage with the heating arrangements of up to 230 degrees centigrade in our Liquid division. The newly acquired capacity is already operational and with additional capacity under construction, expected to come online in phases by the end of FY 2025. Following these expansions, the total liquid capacity at Mangalore will reach 161,168 KL and the Company is constructing an additional 41,000 KL in liquids that will be operational in the next 12 to 15 months. The cryogenic LPG project for 85,000 MT is proceeding well on schedule and expected to be commissioned on time.

At Kochi, the Company acquired 16,000 KL liquid storage terminal during the year and the same is performing well. The Company is also expanding capacity at Kochi port by another 25,000 KL of liquid tankage.

The liquids terminal expansion with 110,000 KL Liquids Terminal at JNPT is expected to be commissioned during FY 2024 - 25.

At Kandla Port in FY 2024, the Company commissioned 80,000 KL of liquid tanks, bringing the total capacity to 970,000 KL. The Company is additionally constructing 25,000 KL of tankage, which will be operational next year. Over the past 2 years, the Company has experienced rapid growth at this port, capturing a significant market share in both our liquids and LPG business. The LPG bottling plant at Kandla has also been commissioned and is now generating revenue.

The Company is expanding LPG capacity at Pipavav Port by adding two cryogenic tanks with capacity of 45,000 metric tons expected to be commissioned in FY 2026. Also, the Company recently commissioned the LPG bottling plant there, enhancing both the throughput and distribution capabilities in that port. Additionally, the port has announced its investment in a new liquid berth to meet the growing demand for liquid cargoes, cargoes which are also driving economic growth in Gujarat and beyond. And with the Kandla-Gorakhpur Pipeline expected to connect into Pipavav, this will eventually make Pipavav LPG terminal a really important hub to handle the liquid cargoes.

Liquid terminals expansion of 50,000 kilolitres at Haldia is also completed and commissioned. A new LPG jetty pipeline was commissioned during the year.

Material events during the year under review

Transfer of Compulsory Convertible Preference Shares (CCPS) held by Company in Aegis Vopak Terminals Limited, its Subsidiary Company to Vopak India B.V

During the year, a Share Purchase Agreement (" SPA") dated June 09, 2023 has been entered into between Aegis Vopak Terminals Limited ("AVTL"), Vopak India B.V. ("Vopak") and the Company for the transfer of 13% shares held by Company in AVTL to Vopak i.e 13,000 (Thirteen thousand) CCPS for an aggregate consideration of Rs. 585,000,000 (Indian Rupees Five Hundred and Eighty Five Million only). Accordingly, the Company has transferred 13% of its shareholding of AVTL to Vopak on June 16, 2023 as per the terms and conditions of SPA.

Acquisition of lease rights along with moveable fixed assets by Aegis Vopak Terminals Limited, subsidiary of the Company from M/s. Nadella Agrotech Private Limited

During the year, Aegis Vopak Terminals Limited, subsidiary of the Company approved the acquisition of the specialised storage terminals at Mangalore (44,168 KL by acquisition and 41,000 KL under construction) over and above the existing 76,000 KL existing capacity thereby resulting in specialised storage capacity addition at its facilities at Mangalore port to cater to the growing demand of specialised storage terminals with heating arrangements up to 230 deg C in our liquid division.

Credit Rating

India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit rating of IND A1+ (A One Plus) and revised the outlook on the long-term rating, which now is IND AA/Stable (Double A/ Outlook: Stable).

CARE Ratings Limited (CARE) has reaffirmed a short-term credit rating of CARE A1+ (A One Plus) and a long-term rating of CARE 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 Aegis Group 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, 2024 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies? Members seeking such information at any point of time.

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

During the year under review, Hindustan Aegis LPG Limited, Aegis Vopak Terminals Limited and Aegis Gas (LPG) Private Limited, were material subsidiaries of the Company, as per SEBI LODR.

The Annual Report of the Company, the quarterly/half yearly and the annual results and the press releases of the Company are also placed on the Company?s website www.aegisindia.com.

Subsidiary Companies

The Company has Ten subsidiaries as on March 31, 2024 having business akin and germane to the business of holding Company, whose details are given in the Annual Report and there has been no change in the nature of business of its subsidiaries during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited

During the year under review, the Company?s Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of Rs. 8,004.45 Lakh (Previous year Rs. 5,261.56 Lakh) and Net Profit after Tax was recorded at Rs. 5,591.34 Lakh (Previous year Rs. 2,810.98 Lakh).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year was Rs. 44,179.08 lakh as against Rs. 45,779.08 lakh of the previous year. Profit after tax stood at Rs. 8,215.33 lakh for the year ended 31st March, 2024 as compared to Rs. 68,248.21 lakh in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue has increased by 10.78% at Rs. 15,046.19 lakh as against Rs. 13,581.44 lakh of the previous year. Profit for the year ended March 31, 2024 stood at Rs. 10,813.60 lakh as compared to Rs. 8,776.83 lakh in previous year.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue from operations increased by 444.98% at Rs. 5,616.12 lakh as against Rs. 1,030.51 Lakh in the previous year. The Company?s net profit stood at Rs. 3,298.06 lakh as against the net profit of Rs. 178.12 lakh in the previous year.

Aegis Group International Pte. Limited

The revenue for the year ended March 31, 2024 is Rs. 323,306.99 lakh as compared to Rs. 497,317.67 in previous year. Profit after tax for the year ended March 31, 2024 was Rs. 260.86 lakh as compared to profit of Rs. 457.13 lakh in the previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2024 is Rs. 275.60 lakh as compared to Nil in previous year. Profit for the year ended March 31, 2024 was Rs. 8.12 lakh as compared to profit of Rs. 7.52 lakh in the previous year.

Aegis Vopak Terminals Limited On Standalone basis

During the year under review, the revenue from operations increased by 44.28% at Rs. 41,793.40 lakh (previous year Rs. 28,966.46 lakh). The Company made a net profit of Rs. 4,690.08 lakh as against net profit of Rs. 500.79 lakh during the previous year.

On Consolidated basis

During the year under review, the revenue from operations increased by 58.98% at Rs. 56,176.10 lakh (previous year Rs. 35,333.19 Lakh). The Company made a net profit of Rs. 8,654.35 lakh as against net loss of Rs. 7.46 lakh during the previous year.

CRL Terminals Private Limited

During the year under review, the revenue from operations has increased by 39.98% at Rs. 8,814.98 lakh as against Rs. 6,297.12 lakh of the previous year. The Company?s net profit stood at Rs. 1,828.74 lakh as against the net profit of Rs. 446.66 lakh in the previous year.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of Rs. 1.07 lakh during the year (Previous year Rs. 1.04 lakh). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of Rs. 3.59 lakh during the year (previous year Rs. 41.60 lakh). The Company has not commenced any commercial operations as yet.

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 of details relating to deposits covered under Chapter V of the Companies Act, 2013 is not applicable.

Corporate Governance

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

Management Discussion and Analysis

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

Listing of Company?s Securities

Equity Shares

The Company?s Equity Shares continue to remain listed with the BSE Ltd. and National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2024-25 have been paid to both the Stock Exchanges.

Directors & Key Management Personnel

The second and final term of Mr. Kanwaljit Singh Sudarshan Nagpal (DIN: 00012201) as an Independent Director expired on March 31, 2024.

Keeping in view his contributions, vast expertise and knowledge, the Board considered that his continued association would be of immense benefit to the Company. The Board (based on the recommendations of Nomination and Remuneration Committee), on April 01, 2024, has appointed Mr. Kanwaljit Singh Sudarshan Nagpal as an Additional (Non-Executive Non-Independent) Director of the Company under Section 161(1) of the Companies Act, 2013 (as amended) and the Articles of Association of the Company, with effect from April 01, 2024. The Company has sought the approval of the shareholders by way of Ordinary Resolution through notice of postal ballot dated April 01, 2024 for Appointment of Mr. Kanwaljit Singh Sudarshan Nagpal (DIN: 00012201) as Non-Executive Non- Independent director of the Company w.e.f. April 01, 2024 which will be passed on June 15, 2024 and the results is scheduled to be announced on or before June 19, 2024.

Mr. AnilKumar M. Chandaria (DIN: 00055797) resigned as Non-Executive Director of the Company with effect from close of business hours on 10th Aprill 2024. The Board places on record its sincere appreciation for the valuable contribution made by him during his long tenure as Director on the Board of Company.

Pursuant to section 152 of the Companies Act, 2013, Mr. Amal R. Chandaria (DIN -09366079),

Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders? approval for his re-appointment along with Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI LODR, is appended as an Annexure to the Notice of the ensuing AGM.

The term of Mr. Lars Erik Mikael Johansson (DIN: 08607066) as Independent Director is about to expire on November 13, 2024. Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on May 24, 2024 recommended reappointment of Mr. Lars Erik Mikael Johansson for another term of 5 (five) years with effect from November 14, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting. The Director meets the criteria of Independence as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors in its meeting held on May 24, 2024 noted completion of second and final term of 5 (five) years of Mr. Rahul Durgaprasad Asthana (DIN: 00234247) as an Independent Director on May 28, 2024 and consequently, he shall cease to be an Independent Director of the Company w. e. f. the closure of business hours of May 28, 2024.

The Board at its meeting held on the same day i.e. May 24, 2024 considered and approved the appointment of Mr. Rahul Durgaprasad Asthana as Additional Director under category "Non-Executive Non-Independent" w.e.f. May 29, 2024 subject to the approval of members at the ensuing Annual General Meeting

The Directors recommend the appointment /re-appointment of the Directors at the ensuing Annual General Meeting. Appropriate resolutions for the appointment/ re-appointment of the Directors are being placed for approval of the members at the Annual General meeting.

Disclosure from Independent Directors

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

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

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI LODR, 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 and Outgo

Details of energy conservation and research and development activities 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, to 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.

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 ‘C? 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.aegisindia.com.

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

Auditors and Auditors? Report Statutory Auditors

M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) were appointed as Statutory Auditors of the Company at 62nd Annual General Meeting (‘AGM?) held on July 30, 2019 for the tenure of 5 years, upto the conclusion of ensuing 67th AGM.

The Company has received consent from M/s. CNK and Associates LLP, Chartered Accountant for their re-appointment as the Statutory Auditors of the Company along with a confirmation that, their re- appointment, if made by the Members, would be within the limits prescribed under the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditor in terms of the provisions to section 139 and section 141 of the Act and the rules made thereunder.

In terms of Section 139 of the Companies Act, 2013 and on the recommendation of Audit Committee, the Board of Directors at its meeting held on May 24, 2024 has approved the re-appointment of M/s. CNK and Associates LLP, Chartered Accountant (Firm Regn. No.101961W/W-100036), as Statutory Auditors of the Company for a second term of of 5 (five) consecutive years from the conclusion of ensuing 67th AGM until the conclusion of 72nd AGM, subject to the approval of Members at the ensuing AGM.

Appropriate resolution for the re-appointment of the Auditors is being placed for approval of the members at the AGM.

The Directors recommends to seek consent of its members on re-appointment of M/s. CNK and Associates LLP, Chartered Accountant, as the Statutory Auditors of the Company, at the ensuing AGM.

Explanation or comments on qualification, reservation or adverse remarks or disclaimers made by the auditors in their report

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

Secretarial Auditors

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 had appointed Mr. Prasen Naithani of P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 forms part of this Report and is annexed herewith as Annexure - ‘D?. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

In terms of Regulation 24A of SEBI LODR read with Section 204 of the Companies Act, 2013, the Secretarial Audit Reports of material subsidiaries are also part of this annual report. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors:

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

Internal Auditor

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

Cost Auditor

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

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2015), ISO-14001 (2015) and ISO-45001 (2018) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The Company is dedicated to the fundamental tenets of safeguarding people?s health, protecting the environment, reducing risk and supporting sustainable growth. The Company carries out a monthly review of health, safety and environment compliance for all sites and focuses on providing a safe working environment in terminal and jetty.

MOC, HAZOP studies prior to changes/ modifications, departmental & central safety committees, suggestion scheme, safety inspections, safety campaigns to enhance built in safety in every activity. Employees are trained in safe operating procedures, technical skills, first aid and the fire fighting. Employees are also trained for handling emergencies through regular mock drills. The Company carried out various competitions like slogans, posters, ‘spotting the hazards? to create awareness of safety amongst all levels of employees, contract workmen and also transporters.

The Company from time to time carries out internal audits to implement & strengthen gaps thus identified. To control VOC Emission Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points. Bottom loading facility is implemented for all VOC products. Retractable Wire Rope Fall arrestor system installed and implemented for Liquid Filling Bays in Mahul-1 and Mahul-2. This ensures safe working environment for workers and surrounding area. We have undertaken zero spillage policy in all the terminals & under this various hardware modifications are carried out to reduce the VOC emissions. The Company has implemented E-gate pass resulting reduction in paper usage, discarded use of plastic water bottle to save / protect environment, replaced MH Light with LED to conserve energy.

Directors? Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. CNK and Associates LLP. The Directors further confirm that:

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

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

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors, had laid down adequate internal financial controls to be followed by the Company and that such internal financial controls including with reference to Financial Statements are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Control Systems and their Adequacy

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

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

Significant and material orders

There are no significant and material orders existing as on date by the regulators/courts/tribunals impacting the going concern status and the Company?s operations in future.

Composition of Audit Committee

In terms of the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI LODR, the Company has re- constituted the Audit Committee due to expiry of second and final term of consecutive five (5) years of Mr. Kanwaljit Nagpal as Independent Director of the Company w.e.f. close of business hours on March 31, 2024.

The present Audit Committee comprises of total three members out of which two are Non-Executive Independent Directors, and one is an Executive Director:

1. Mr. Raj Kishore Singh (Chairman w.e.f. April 01, 2024)

2. Mr. Raj K. Chandaria

3. Mr. Jaideep D. Khimasia

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

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Company?s vigil mechanism is providing adequate safeguards against victimisation 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.aegisindia.com.

Details of the annual return as provided under sub-section (3) of section 92

The details as provided under sub-section (3) of Section 92 of Companies Act, 2013 is available on the website of the Company at www.aegisindia.com.

Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

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 Company has re-constituted a Nomination and Remuneration (‘N&R?) Committee due to expiry of second and final term of consecutive five (5) years of Mr. Kanwaljit Nagpal as Independent Director of the Company w.e.f. close of business hours on March 31, 2024.

Further, the Board of Directors appointed Mr. Kanwaljit Nagpal as Non-Executive Non-Independent director on the Board w.e.f. April 01, 2024 and has also inducted him as a member of N&R committee effectively from the same date. The present members of the N&R Committee as on May 24, 2024 were Mr. Raj Kishore Singh (Chairman w.e.f. April 01, 2024); Mr. Kanwaljit S. Nagpal (w.e.f. April 01, 2024) and Mr. Rahul Asthana.

Further, in view of expiry of second and final term of consecutive five (5) years of Mr. Rahul Asthana as Independent Director of the Company w.e.f. close of business hours on May 28, 2024, the Board of Directors in its meeting held on May 24, 2024 reconstituted N&R Committee w.e.f. May 29, 2024.

The members of N&R Committee as on May 29, 2024 are as follows:

1. Mr. Raj Kishore Singh (Chairman w.e.f. April 01, 2024);

2. Mr. Kanwaljit S. Nagpal (w.e.f. April 01, 2024) and

3. Mr. Lars Erik Mikael Johannson (w.e.f. May 29, 2024)

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

The Remuneration policy reflects the Company?s objectives for good corporate governance as well as sustained and long-term value creation for stakeholders?. The policy of the Company on directors? appointment and remuneration, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company?s website www.aegisindia.com.

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

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

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

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

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

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of providing infrastructural facilities as specified under Section 186 (11) (a) of the Companies Act, 2013 read with Schedule VI to the Companies Act, 2013. However, details of Loans, Guarantees and Investments 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 LODR. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company?s website at www.aegisindia.com.

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

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

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis.

All RPTs entered during the year were entered with its subsidiaries. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 forms part of this Annual Report and is placed at Annexure-‘E?.

Development and implementation of Risk Management Policy

In terms of the Regulation 21 of SEBI LODR, the Company has re-constituted a Risk Management Committee due to expiry of second and final term of consecutive five (5) years of Mr. Kanwaljit Nagpal as Independent Director of the Company w.e.f. close of business hours on March 31, 2024.

The present composition of the Risk Management Committee consisting of majority members of Board of Directors as follows:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Jaideep Khimasia (w.e.f. April 1, 2024)

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 Company-wide 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 statements relates and the date of the report.

Number of meetings of the Board of Directors

During the year ended March 31, 2024, 5 Board Meetings were held on the following dates :

1. May 30, 2023

2. July 26, 2023

3. November 03, 2023

4. February, 02 2024

5. February 15, 2024

The detailed composition of the Board of Directors along with the number of Board Meetings and various committees 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 the Board and General Meetings issued by The Institute of Company Secretaries of India and approved by Central Government under section 118 (10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the year ended March 31, 2024, there were nil complaints recorded pertaining to sexual harassment.

Business Responsibility and Sustainability Report (BRSR)

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with relevant SEBI Circulars, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR?). BRSR is a notable departure from the existing Business Responsibility Report (‘BRR?) and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to transition to BRSR from FY 2022-23 onwards.

Accordingly, the Company has adopted a Policy on BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI includes details on performance against the nine principles of the National Guidelines on Responsible Business Conduct and a report under each principle, which is divided into essential and leadership indicators forms part of this Annual Report and is placed at Annexure-‘F? and has been hosted on Company?s website and can be accessed at www.aegisindia.com.

Insolvency and Bankruptcy Code

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.

Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014

During the year, there were no instances of one-time settlement with Banks and Financial Institutions and therefore the disclosure of reason in difference of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

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.