Directors Report of Aegis Logistics Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 68th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2025.

Financial Performance

	On Consolidated basis		(Rs. in lakh) On Standalone basis
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	6,76,379.24	7,04,592.12	2,97,677.91	2,98,035.05
Other Income	20,835.52	18,958.73	26,077.28	20,991.73
Profit before Finance cost (as mentioned below), Depreciation and Tax	112,021.29	99,361.55	58,709.33	44,854.97
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	(2084.67)	(295.16)	(10,893.24)	(9257.68)
Depreciation and amortisation expense	15,223.69	13,526.20	1,827.01	1,789.48
Profit before tax	98,882.27	86,130.51	67,775.56	52,323.17
Provision for taxation - Current Tax	21,280.53	21,788.03	18,658.24	13,211.32
- For earlier years	(2.81)	(190.59)	(84.24)	(68.78)
- Deferred tax	(1,136.94)	(2,687.35)	(3,698.53)	(2,002.83)
Profit for the year Attributable to:	78,741.49	67,220.42	52,900.09	41,183.46
Owners of the Company	66,337.79	56,919.92	NA	NA
Non-Controlling Interest	12,403.70	10,300.50	NA	NA
Balance in the statement of Profit & Loss at the beginning of the year	2,33,549.19	1,96,811.77	1,77,658.12	1,56,657.16
Profit for the Year (attributable to owners)	66,337.79	56,919.92	52,900.09	41,183.46
Adjustment arising from change in noncontrolling interest	(30,539.38)	NA	NA	NA
Impact of common control business combinations	1,462.98	NA	NA	NA
Payment of Dividend on equity shares - Interim	(4,387.50)	(15,795.00)	(4,387.50)	(15,795.00)
Payment of Dividend on equity shares - Final	(7,020.00)	(4,387.50)	(7,020.00)	(4,387.50)
Retained Earnings at the end of the year	2,59,403.08	2,33,549.19	2,19,150.71	1,77,658.12

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. 2,97,677.91 lakh. The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT is Rs. 58,709.33 lakh. Profit before Tax (PBT) for the year increased by 29.53% i.e; Rs. 67,775.56 lakh as against Rs. 52,323.17 lakh in the previous year.

The Profit after Tax (PAT) for the year also increased by 28.45% i.e; Rs. 52,900.09 lakh as compared to Rs. 41,183.46 lakh in the previous year.

The Revenue for the year is Rs. 676,379.24 lakh. The Profit before Tax (PBT) for the year is increased by 14.81 % i.e. Rs. 98,882.27 lakh as against Rs. 86,130.51 lakh in the previous year.

The Profit after Tax (PAT) for the year also increased by 17.14 % at Rs. 78,741.49 lakh as against Rs. 67,220.42 lakh for the previous year.

Liquid Segment

Revenues for Liquid Division is Rs. 64,976.53 lakh (previous year Rs. 54,936.55 lakh). The EBITDA increased by 25.91% i.e; Rs. 49,833.35 lakh compared to Rs. 39,579.56 lakh in previous year, mainly due to higher volumes. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was Rs. 6,11,402.71 lakh as compared to Rs. 6,49,655.57 lakh the previous year. The EBITDA increased by 9.04% i.e.; Rs. 66,745.27 lakh as compared to Rs. 61,209.65 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 Board of Directors declared Interim Dividend @125% of Rs. 1.25 per equity share during FY 2024-25 and the same was paid during FY 2024-25. Furthermore, the Board of Directors at its meeting held on June 19, 2025 declared Interim Dividend @ 200% of Rs. 2 per equity share during FY 2025-26.

Further, the Board of Directors of the Company at its meeting held on June 19, 2025 has recommended the Final Dividend of 600% of Rs. 6 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 and going forward.

At Mumbai port, the Company has been allocated additional plots admeasuring an aggregate of ~19,000 m² and it is in the process of construction of Liquid Tank Terminals for further expansion of Liquid storage capacity. Once complete, these tanks would cater to additional liquid storage requirements of customers and also ease the load on the existing liquid storage facilities at Mumbai, which are fully utilised.

At JNPT in Navi Mumbai, the Group has completed the construction of and commissioned a greenfield liquid terminal with a storage capacity by 1,01,900 m³. Additionally the Group has been allocated an additional ~30 acres of land and is in the process of development of tank storage terminals for Liquid, Liquified petroleum and Ammonia Terminal.

At Pipavav, the Company is constructing cryogenic tanks with a total LPG storage capacity of 48,000 MT, which is expected to be commissioned by July 2025. Also, the Company has started development on an independent Ammonia storage terminal with a capacity of 36,000 MT.

At Mangalore, the Group has commissioned an LPG cryogenic facility with the static storage capacity of 82,000 MT at Mangalore Terminal on June 12, 2025. The Group has also commissioned - 75,230 m³ Liquid storage terminal in March 2025 comprising 19 tanks.

For further development at Mangalore, the Group has been allocated land at New Mangalore Port of 8140 m² plot for the construction of tank farms / storage infrastructure. In addition, the Group has also been allotted an additional plot measuring 60,703 m² for setting up of storage infrastructure and related facilities.

At Kandla, the Group has been allotted a plot admeasuring 27,458 m² for constructing storage tanks, which would further strengthen the Company''s presence at the location once operational.

Material events during the year under review

Entered into Share Purchase Agreement (“SPA”) with Aegis Vopak Terminals Limited (“AVTL”) Material Subsidiary and Vopak India B.V (“Vopak”).

During the year under review, the Company has entered into Share Purchase Agreement (“SPA”) with Aegis Vopak Terminals Limited (“AVTL”) and Vopak India B.V (“Vopak”) for the transfer of 36,000 (Thirty Six Thousand only) Equity shares of face value of Rs. 10 each to Vopak held by the Company in the AVTL at Rs. 50,000/- (Rupees Fifty Thousand Only) per Equity Shares aggregating to a total consideration of Rs. 180,00,00,000/- (Rupees One Hundred and Eighty Crores Only).

Investment in Aegis Vopak Terminals Limited (AVTL), Material Subsidiary.

During the year under review, the Company made an investment of approx. Rs. 300,00,00,000/- (Rupees Three Hundred Crores Only) in Aegis Vopak Terminals Limited (“AVTL”), its material subsidiary Company towards fresh issue of equity shares through private placement cum preferential allotment by AVTL.

Initial Public Offering (“IPO”) of Equity shares of Aegis Vopak Terminals Limited (“AVTL”), Material Subsidiary Company

Aegis Vopak Terminals Limited (“AVTL”), Material Subsidiary Company has successfully achieved listing and trading of its equity shares on National Stock Exchange of India Limited and BSE Limited effective from June 02, 2025. The IPO of AVTL comprised fresh issue of equity shares i.e; 1,19,148,936 equity shares (“Equity Shares”) of face value of Rs. 10 each at a for cash at a price of Rs. 235 per equity share (including a share premium of Rs. 225 per equity share) (“issue price”) aggregating to Rs. 2,80,000 lakh. Pursuant to said IPO, the shareholding of the Company in Aegis Vopak Terminals Limited has been diluted from 50.10% to 44.71% of total post-issue paid up equity share capital of AVTL. The Company will continue to have management control over AVTL and further the accounts of the AVTL will continue to be consolidated with the Company.

Credit Rating

India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit rating of IND A1 (A One Plus) and a long-term rating of 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, 2025 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, 2025 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. 8,164.18 lakh (Previous year Rs. 8,004.45 lakh) and Net Profit after Tax was recorded at Rs. 8,165.75 lakh (Previous year Rs. 5,591.34 lakh).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year was Rs. 45,383.92 lakh as against Rs. 44,179.08 lakh of the previous year. Profit after tax stood at Rs. 3,972.42 lakh for the year ended March 31, 2025 as compared to Rs. 8,215.33 lakh in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue has increased by 11.74% at Rs. 16,813.01 lakh as against Rs. 15,046.19 lakh of the previous year. Profit for the year ended March 31, 2025 stood at Rs. 10,686.55 lakh as compared to Rs. 10,813.60 lakh in previous year.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue from operations is Rs. 1,877.28 lakh as against Rs. 5,616.12 lakh in the previous year. The Company''s net profit stood at Rs. 2,94.55 lakh as against the net profit of Rs. 3,298.06 lakh in the previous year.

Aegis Group International Pte. Limited

The revenue for the year ended March 31, 2025 is Rs. 2,92,121.44 lakh as compared to Rs. 3,23,306.99 in previous year. Profit after tax for the year ended March 31, 2025 was Rs. 433.05 lakh as compared to profit of Rs. 260.86 lakh in the previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2025 is Rs. Nil lakh as compared to Rs. 275.60 in previous year. Loss for the year ended March 31, 2025 was Rs. 13.65 lakh as compared to profit of Rs. 8.12 lakh in the previous year.

Aegis Vopak Terminals Limited On Standalone basis

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

The Company made a Net profit after tax (PAT) of Rs. 10,835.20 lakh as compared to net profit of Rs. 4,690.08 lakh in the previous year.

At consolidated level, the revenue from operations increased by 10.56% at Rs. 62,108.20 lakh as compare to Rs. 56,176.10 lakh in the previous year due to higher throughput volume. The Profit before Tax for the year was Rs. 16,501.38 lakh as against Rs. 12,101.72 lakh in the previous year.

The Company made a net profit after tax (PAT) of Rs. 12,723.02 lakh as compare to that Rs. 8,654.35 lakh in the previous year.

CRL Terminals Private Limited

During the year under review, the revenue from operations has stood at Rs. 8,431.17 lakh as against Rs. 8,814.98 lakh of the previous year. The Company''s net profit stood at Rs. 1,738.88 lakh as against the net profit of Rs. 1,828.74 lakh in the previous year.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of Rs. 0.85 lakh during the year (Previous year Rs. 1.07 lakh). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of Rs. 3.75 lakh during the year (previous year Rs. 3.59 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 Companies 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 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 FY 2025-26 have been paid to both the Stock Exchanges.

Directors & Key Management Personnel

Mr. Kanwaljit Singh Sudarshan Nagpal (DIN : 00012201) resigned as Non-Executive Non-Independent Director of the Company with effect from close of business hours on February 12, 2025 due to preoccupation. 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. Rahul Durgaprasad Asthana (DIN : 00234247), 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 Ms. Tasneem Ali (DIN : 03464356) as Independent Director is about to expire on January 27, 2026. Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on June 19, 2025 recommended reappointment of Ms. Tasneem Ali for another term

of 5 (five) years with effect from January 28, 2026 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 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.

The board of directors has appointed Ms. Sneha Parab as Company Secretary & Compliance Officer of the Company with effect from May 16, 2025 following the resignation of Ms. Monica Gandhi from the position of Company Secretary and Compliance officer at the close of business hours on May 8, 2025 and accordingly, she ceased to be Nodal Officer of the Company.

Furthermore, Ms. Sneha Parab was appointed as the Nodal Officer of the Company with effect from May 16, 2025.

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) of 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.

Committtees Of The Board

As on March 31, 2025, with a view to comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with an objective to further strengthen the governance standards, the Board had following mandatory Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholder''s Relationship Committee;

d. Corporate Social Responsibility Committee and

e. Risk Management Committee

The above Committees were re-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 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 ‘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

As per the provisions of sections 139, 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 67th Annual General Meeting (“AGM”) held on July 23, 2024 (“67th AGM”) approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (ICAI Firm Registration. No. 101961W/W-100036) as Statutory Auditors of the Company for the second tenure of 5 (five) consecutive years from the conclusion of 67th Annual general meeting (“AGM”) until the conclusion of the 72nd AGM to be held for the financial year ending on March 31, 2029.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07,

2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM

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

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

Secretarial Auditors

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

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

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

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, M/s Natvarlal Vepari & Co LLP, Chartered Accountant were reappointed 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.

Downstream Investments made by the Company

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

Occupational Health, Safety & Environment (OHSE)

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 firefighting. 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.

As a redundancy factor, additional blower provided at NPPT filling bay. This will ensure smooth continuity of business.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Financial statements for the financial year ended March 31, 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 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 judgements 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 M/s Natvarlal Vepari &

Co LLP, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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

Significant and material orders of judicial bodies/regulators

There are no significant and material orders 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 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 are as follows:

1. Mr. Raj Kishore Singh - Chairman

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 resignation of Mr. Kanwaljit S. Nagpal as NonIndependent Director of the Company w.e.f February 12, 2025.

The members of N&R Committee are as follows:

1. Mr. Raj Kishore Singh,Chairman

2. Mr. Rahul Asthana (w.e.f. February 12, 2025) and

3. Mr. Lars Erik Mikael Johannson

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

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Jaideep Khimasia

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 statements relates and the date of the report.

Number of meetings of the Board of Directors

During the year ended March 31, 2025, 5 Board Meetings were held on the following dates:

1. April 10, 2024

2. May 24, 2024

3. July 30, 2024

4. October, 25 2024

5. February 12, 2025

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, 2025, 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, 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 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 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.

---

Mar 31, 2024

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	On Consolidated basis		(Rs. in lakh) On Standalone basis
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	704,592.12	862,721.31	298,035.05	307,512.69
Other Income	18,958.73	18,699.15	20,991.73	72,836.73
*Profit before Finance cost (as mentioned below), Depreciation and Tax	99,361.55	81,506.89	44,854.97	100,196.99
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	(295.16)	4,452.23	(9257.68)	(5408.7)
Depreciation and amortisation expense	13,526.20	12,579.54	1,789.48	2,459.20
Profit before tax	86,130.51	64,475.12	52,323.17	103,146.49
Provision for taxation - Current Tax	21,788.03	14,797.30	13,211.32	22,285.87
- For earlier years	(190.59)	(356.33)	(68.78)	(321.74)
- Deferred tax	(2,687.35)	(1,035.46)	(2,002.83)	(549.31)
Profit for the year Attributable to:	67,220.42	51,069.61	41,183.46	81,731.67
Owners of the Company	56,919.92	46,295.40	NA	NA
Non Controlling Interest	10,300.50	4,774.21	NA	NA
Balance in the statement of Profit & Loss at the beginning of the year	196,811.77	130,106.56	156,657.16	92,475.49
Profit for the Year (attributable to owners)	56,919.92	46,295.40	41,183.46	81,731.67
Disposal to non-controlling interest by the owners of the Company	-	37,959.81	NA	NA
Payment of Dividend on equity shares -Interim	(15,795.00)	(15,795.00)	(15,795.00)	(15,795.00)
Payment of Dividend on equity shares -Final	(4,387.50)	(1,755.00)	(4,387.50)	(1,755.00)
Retained Earnings at the end of the year	233,549.19	196,811.77	1,77,658.12	156,657.16

* 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 reappointment, 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 reconstituted 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.

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Mar 31, 2023

The Directors have pleasure in presenting the 66th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

Financial Performance	Group Consolidated		(INR in lakh) Company Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	862,721.31	463,098.01	307,512.69	122,798.42
Other Income	18,699.15	3,874.21	72,836.73	26,252.78
*Profit before Finance cost (as mentioned below), Depreciation and Tax	81,506.89	54,839.62	100,196.99	56,873.20
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	4,452.23	(295.07)	(5408.7)	(132.03)
Depreciation and amortisation expense	12,579.54	7,935.63	2,459.20	4526.95
Profit before tax	64,475.12	47,199.06	103,146.49	52,478.28
Provision for taxation - Current Tax	14,797.30	13,063.83	22,285.87	6,432.78
- For earlier years	(356.33)	(35.92)	(321.74)	(36.49)
- Deferred tax	(1035.46)	(4,323.03)	(549.31)	891.96
Profit for the year Attributable to:	51,069.61	38,494.18	81,731.67	45,190.03
Owners of the Company	46,295.40	35,752.29	NA	NA
Non Controlling Interest	4,774.21	2,741.89	NA	NA
Balance in the statement of Profit & Loss at the beginning of the year	130,106.56	105,786.77	92,475.49	61,325.46
Profit for the Year (attributable to owners)	46,295.40	35,752.29	81,731.67	45,190.03
Disposal to non-controlling interest by the owners of the Company	37,959.81	2610.18	NA	NA
Payment of Dividend on equity shares -Interim	(15,795)	(7,020)	(15,795)	(7,020)
Payment of Dividend on equity shares -Final	(1,755)	(7,020)	(1,755)	(7020)
Transferred from General Reserve	-	(0.22)	-	-
Share issue expenses of subsidiary Company	-	(2.46)	-	-
Transfer to Capital Redemption Reserve		-	-	-
Retained Earnings at the end of the year	196,811.77	130,106.56	156,657.16	92,475.49
* Normalised EBIDTA

Operating Performance

Company Standalone

Revenue from operations increased by 150.42% at INR 307,512.69 lakhs (previous year INR 122,798.42 lakhs). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 76.18% to INR 100,196.99 lakhs (previous year INR 56,873.20 lakhs). Profit before Tax is INR 103,146.49 lakhs (previous year INR 52,478.28 lakhs) and Profit after Tax is INR 81,731.67 lakhs (previous year INR 45,190.03 lakhs).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 86.29% to INR 862,721.31 lakhs (previous year INR 463,098.01 lakhs) on account of higher sourcing volumes. The Profit before Tax for the year was INR 64,475.12 lakhs as against INR 47,199.06 lakhs in the previous year.

The Profit after Tax for the year stood at INR 51,069.61 lakhs as against INR 38,494.18 lakhs for the previous year.

Liquid Segment

Revenues of the group for Liquid Division is INR 41,796.67 lakhs (previous year INR 27,001.18 lakhs). Normalised EBITDA was INR 27,149.49 lakhs compared to INR 19,558.90 lakhs in previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was INR 820,924.64 lakhs as compared to INR 436,096.83 lakhs the previous year on account of higher volumes. The normalised EBITDA increased to INR 52,623.4 lakhs as compared to INR 38,931.95 lakhs 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 recommended and declared 3 (three) Interim Dividends @150% i.e. INR 1.50/-per equity share, 2nd Interim Dividend @100% i.e. INR 1/-per equity share and 3rd Interim dividend @200% i.e. INR 2/- per equity share and the same were paid during the financial year 2022-23.

Further, the Board of Directors of the Company at its meeting held on May 30, 2023 has recommended the Final Dividend of 125% i.e. INR 1.25 per share of INR 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 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

Expansion of liquid terminal of 70,000 Kilolitres will be commissioned towards end on FY 2024. The construction of a new LPG terminal at Mangalore has started, which, when completed will be India''s largest cryogenic LPG terminal with a capacity of 80,000 metric tons.

Expansion at Kochi of 50,000 Kilolitres has started, which would be commissioned by next year.

A new liquids terminal expansion with 110,000 KL Liquids Terminal at JNPT is expected to be comissioned in mid-2024.

The new LPG terminal at Kandla is fully operational.

An additional capacity of 3,000 metric tons of spheres at Pipavav is progressing well and expected to be commissioned in mid FY 2024. The construction of a new cryogenic LPG terminal at Pipavav with a capacity of 48,000 metric tons is underway.

Pipavav LPG bottling plant is completed.

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

Material events during the year under review

Allotment of equity shares by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company to Vopak India B.V

On July 12, 2021, a Share Subscription Agreement was entered into between the Company, Vopak India B.V. (Vopak”) and Company''s wholly owned subsidiary Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) (“AVTL”) which was subsequently amended on May 19, 2022 (collectively, “SSA”). On July 12, 2021, a Shareholders Agreement was also entered into between the Company, Vopak and AVTL which was amended on May 19, 2022 (collectively, “SHA”). As per the agreement, on receipt of the application money of INR 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of INR 10 each have been allotted on May 25, 2022 to Vopak representing 49% of the share capital of AVTL. Consequently, ALL owns 51 % of the share capital Of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. May 25, 2022.

Business transfer Agreements with Aegis Vopak Terminals Limited

Pursuant to SSA and SHA, the Company and its subsidiary AVTL had entered into Business Transfer Agreements (“BTA) for transfer of LPG and Liquid storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia to AVTL. Additionally, Aegis Gas (LPG) Private Limited (“AGPL”) and AVTL had entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage business to AVTL. Conditions precedent of all the Business Transfer Agreements have been completed on May 20, 2022.

Acquisition of 100% equity stake of CRL Terminals Private Limited by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company

During the previous year, Vopak India BV, (“Vopak India”), Vopak Asia Pte. Limited, (''Vopak Asia”),

Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”) (collectively “Sellers”) have entered into a Share Purchase Agreement (CRL SPA”) with Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limitedl and the Company. As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100% equity shares of CRL Terminals for an aggregate base consideration of INR 2,365,000,000 (Rupees Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA. As a result of this transfer, the Company through its subsidiary AVTL owns 51% of the share capital of CRL w.e.f. May 31, 2022.

Transfer of shares of Hindustan Aegis (LPG) Limited by Aegis Gas (LPG) Private Limited to Vopak India B.V

During the previous year, a Share Purchase Agreement (“HALPG SPA”) dated July 12, 2021 has been entered into between Aegis Gas (LPG) Private Limited (“AGPL”), Vopak India B.V. (“Vopak”) and the Company for the transfer of 24% shares of Hindustan Aegis (LPG) Limited (“HALPG”) to Vopak. Accordingly, AGPL has transferred 24% of its shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of HALPG SPA. As a result of this transfer, the Company through its wholly owned subsidiary AGPL owns 51 % of the share capital of HALPG w.e.f. May 25, 2022.

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, 2023 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, Sea lord Containers Limited and Aegis Gas (LPG) Private Limited, were material subsidiaries of the Company, as per Listing Regulations.

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, 2023 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 INR 5,261.56 lakhs (Previous year INR 4,579.70 lakhs) and Net Profit after Tax was recorded at INR 2,810.98 lakhs (Previous year INR 3,102.83 lakhs).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year has increased to INR 45,779.08 lakhs as against INR 28,258.32 lakhs of the previous year on account of increased volumes. Profit after tax stood at INR 68,248.21 lakhs as compared to Profit after tax of INR 29,483.66 lakhs in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was INR 13,581.44 lakhs (Previous Year INR 14717.90 lakhs). Profit for the year ended March 31, 2023 was INR 8776.83 lakhs as compared to INR 10172.92 lakhs in previous year.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue was INR 1,030.51 lakhs as against INR 836.31 lakhs in the previous year. Profit for the year ended March 31, 2023 was INR 178.12 lakhs as compared to INR 142.69 lakhs in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to INR 497,317.67 lakhs as against INR 303,607.79 lakhs of the previous year. Profit after tax for the year ended March 31, 2023 was INR 457.13 lakhs as compared to INR 542.76 lakhs in previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2023 was Nil. Profit for the year ended March 31, 2023 was INR 7.51 lakhs as compared to loss of INR 3.53 lakhs in the previous year.

Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

During the year under review, the revenue from operations was INR 28,966.46 lakhs. The company made a net profit of INR 500.79 lakhs as against net loss of INR 109.38 lakhs during the previous year.

CRL Terminals Private Limited (w.e.f May 31, 2022)

During the year under review, the revenue from operations was INR 6297.12 lakhs as against INR 5524.36 lakhs in the previous year. The company made a net profit of INR 446.66 lakhs as against the net loss of INR 446.96 lakhs in the previous year.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of INR 1.04 lakhs during the year (Previous year INR 0.98 lakhs). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of INR 41.60 lakhs during the year (previous year INR 6.66 lakhs). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. There is no amount of fixed deposit matured and remained unclaimed or overdue with the Company as on March 31, 2023.

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 Limited. and National Stock Exchange of India Limited. and the stipulated Listing Fees for the financial year 2023-24 have been paid to both the Stock Exchanges.

Employee Stock Purchase Plan

There are no outstanding stock options and no stock options were either issued or allotted during the year.

Directors & Key Management Personnel

The terms of Mr. Raj K. Chandaria (DIN - 00037518) as Managing Director expired on March 31, 2023. The Nomination and Remuneration Committee recommended and the Board of Directors approved at their respective meetings held on February 02, 2023, his re-appointment as Managing Director of the Company for further period of 5 (Five) years further term of 5 years w. e .f. April 01, 2023 to March 31, 2028. The Members of the Company via Portal Ballot approved on May 17, 2023 re-appointment of Mr. Raj K. Chandaria as Managing Director for the period 5 years w.e.f April 01, 2023.

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 Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Pursuant to the amendment in Regulation 16 of SEBI LODR Regulations w.e.f January 01, 2022, the Nomination and Remuneration Committee of the Company considered and recommended to the Board of Directors appointment of Mr. Raj Kishore Singh (DIN: 00071024) as an Independent Director.

Pursuant to the above recommendation, Mr. Raj Kishore Singh stepped down as a Non-Independent Director of the Company from the close of business hours of May 30, 2023.

The Board at its meeting held on the same day i.e. May 30, 2023 considered and approved the appointment of Mr. Raj Kishore Singh as Additional Director under category “Independent” w.e.f.

June 01, 2023. The term of his appointment as an Independent Director will be for a period of 5 years commencing from June 01, 2023, 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, 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

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Annual General Meeting (“AGM”) held on July 30, 2019 (“62nd AGM”) approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from the conclusion of 62nd AGM till the conclusion of the 67th AGM.

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

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

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

Secretarial Auditors

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 P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 202223. The Secretarial Audit Report for the financial year ended March 31, 2023 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 and safety campaigns are carried out 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, the 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. 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, 2023 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

The Company has an Audit Committee comprising of total three members out of which two are NonExecutive Independent Directors, and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

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.

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 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.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 change in designation of Mr. Raj Kishore Singh as Additional Director (Independent) w.e.f June 01, 2023 The members of the N&R Committee are as follows:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

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.

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

Your 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, 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 wholly owned 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

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

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

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 statements relates and the date of the report.

Number of meetings of the Board of Directors

During the year ended March 31, 2023, 6 Board Meetings were held on the following dates :

1. May 20, 2022

2. May 27, 2022

3. August 12, 2022

4. September 13, 2022

5. November 08, 2022

6. February 02, 2023

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.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors 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

Your 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, 2023, there were nil complaints recorded pertaining to sexual harassment.

Business Responsibility and Sustainability Report (BRSR)

The Securities and Exchange Board of India (‘SEBI''), in May, 2021, 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 financial year 2022-23.

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.

For and on behalf of the Board of Directors

Raj K. Chandaria

Chairman and Managing Director DIN : 00037518

Place: Mumbai Date: May 30, 2023

---

Mar 31, 2022

The Directors have pleasure in presenting the 65th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2022.

Financial Performance				(INR in lakh)
	Group Consolidated		Company Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	463,098.01	384,345.64	122,798.42	70,490.33
Other Income	3,874.21	3,686.99	26,252.78	8,245.30
Profit before Finance cost (as mentioned below), Depreciation, Tax and ESPP *	54,839.62	50,356.44	56,873.20	32,092.54
Expenses as per Employee Stock purchase plan (ESPP)	-	9,832.37	-	9,832.37
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	(295.07)	(196.24)	(132.03)	117.55
Depreciation and amortisation expense	7,935.63	7,159.97	4526.95	3,952.92
Profit before tax	47,199.06	33,560.34	52,478.28	18,189.70
Provision for taxation - Current Tax	13,063.83	6,050.53	6,432.78	744.53
- For earlier years	(35.92)	(15.01)	(36.49)	(13.48)
- Deferred Tax	(4,323.03)	2,602.45	891.96	1,862.01
Profit for the year	38,494.18	24,922.37	45,190.03	15,596.64
Attributable to:
Owners of the Company	35,752.29	22,338.22	NA	NA
Non Controlling Interest	2,741.89	2,584.15	NA	NA
Balance in the statement of Profit & Loss at the beginning of the year	105,786.77	87,693.78	61,325.46	49,872.82
Profit for the Year (attributable to owners)	35,752.29	22,338.22	45,190.03	15,596.64
Disposal to non-controlling interest by the owners of the Company	2610.18	0.12	NA	NA
Payment of Dividend on equity shares -Interim	(7,020)	-	(7,020)	-
Payment of Dividend on equity shares -Final	(7,020)	(4,144.00)	(7020)	(4,144.00)
Transferred from General Reserve	(0.22)	(1.35)	-	-
Share issue expenses of subsidiary Company	(2.46)
Transfer to Capital Redemption Reserve	-	(100.00)	-	-
Retained Earnings at the end of the year	130,106.56	105,786.77	92,475.49	61,325.46
* Normalised EBIDTA

Operating Performance

Company Standalone

Revenue from operations increased by 74.21% at INR 122,798.42 lakh (previous year INR 70,490.33 lakh). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), ESPP], PBIDT increased by 77.22% to INR 56,873.20 lakh (previous year INR 32,092.54 lakh). Profit before Tax is INR 52,478.28 lakh (previous year INR 18,189.70 lakh) and Profit after Tax is INR 45,190.03 lakh (previous year INR 15,596.64 lakh).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 20.49 % to INR 463,098.01 lakh (previous year INR 3,84,345.64 lakh) on account of higher sourcing volumes. The Profit before Tax for the year was INR 47,199.06 lakh as against INR 33,560.34 lakh in the previous year.

The Profit after Tax for the year stood at INR 38,494.18 lakh as against INR 24,922.37 lakh for the previous year.

Liquid Segment

Revenues of the group for Liquid Division is INR 27,001.18 lakh (previous year INR 23,427.90 lakh). Normalised EBITDA was INR 19,558.90 lakh compared to INR 17,285.59 lakh in previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was INR 436,096.83 lakh as compared to INR 360,917.74 lakh the previous year on account of higher volumes. The normalised EBITDA increased to INR 38,931.95 lakh as compared to INR 35,944.08 lakh in previous year, mainly due to higher retail 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. The oil and gas industry has rebounded strongly throughout 2021, with oil prices reaching their highest levels in six years.

While the industry’s recovery is better than expected, uncertainty remains over market dynamics in the coming year.

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 recommended and declared interim dividend during the financial year ended March 31, 2022 aggregating to total dividend of 200% i.e. INR 2/- per share of Re. 1/- each.

Further, the Board of Directors of the Company at its meeting held on May 27, 2022 has recommended the Final Dividend of 50% i.e. INR 0.50 per share of Re. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at http://aegisindia.com/investor-information/#policies-and-codes

New Projects and Expansion

The Company had approved setting up of an additional storage capacity of 50,000 KL over and above existing 25,000 KL of bulk liquid terminals at Mangalore, which has now been commissioned and generating revenue during the year.

Through its subsidiary Company Konkan Storage Systems (KOCHI) Private Limited, the Company had approved an addition of 20,000 KL of bulk liquid tankage beyond the existing 51,000 KL at Kochi Port, , which is expected to be completed during the year.

The Kandla LPG terminal with a static capacity of 48,000 MT and throughput capacity of 40,00,000 MT (at full utilisation) has been completed and commissioned during the year.

The Company through its subsidiary Aegis Gas (LPG) Private Limited is expecting completion of expansion of its existing 18,300 MT capacity of LPG Terminals by additional 3,800 MT capacity during the next year.

The expansion of 54,500 KL of bulk liquid terminals at Haldia over and above the existing capacity of

1.20.000 KL has also been commissioned and has started generating revenues during the year.

Through its subsidiary Aegis Gas (LPG) Private Limited the Company has commissioned its LPG railway gantry which is fully operational.

The Company through its subsidiary Aegis Gas (LPG) Private Limited also has significant growth plans in Retail LPG distribution business such as Commercial LPG Market under the brand name Aegis Puregas & Magna brand and Domestic LPG Market under Aegis Chota Cikandar brand on a national scale.

The Board has during the year approved to add 175,000 kilo litres of liquid storage capacity and

100.000 MT of gas storage capacity at a capital expenditure of about INR 1,250 Crores.

Material events during the year under review:

Acquisition of Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

During the year, your Company had invested INR 5,00,000 in cash in the shares of Aegis Vopak Terminals Limited (AVTL), by way of acquisition of 100% stake from its wholly owned subsidiary Aegis Gas (LPG) Private Limited. Pursuant to the same, AVTL had become wholly owned subsidiary of the Company.

Further, your Company has invested INR 56,00,000/- in cash to increase stake in AVTL by way of acquiring 4,60,000 equity shares of INR 10/- each and 1,00,000 Compulsory Convertible preference shares of INR 10/- each.

Allotment of equity shares by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company to Vopak India B.V

During the year, your Company had entered into Shareholders Agreement (“SHA”) and simultaneously with the execution of the Shareholders Agreement, Share Subscription Agreement (“SSA”) with Vopak India B.V (“Vopak”) and Company’s wholly owned subsidiary, Aegis Vopak Terminals Limited (“AVTL”) (including amendment agreements to SHA and SSA), wherein AVTL had agreed to issue to Vopak, and Vopak, has agreed to subscribe to, the subscription shares, such that upon completion of the subscription to shares pursuant to the SSA, the Company shall hold the legal and beneficial ownership to 51% of the share capital of AVTL and Vopak shall hold the legal and beneficial ownership to 49% of the share capital of AVTL.

Pursuant to the aforesaid agreements, AVTL had allotted 4,90,000 equity shares of INR 10/- to Vopak on May 25, 2022 for an consideration aggregating to INR 1098,34,50,229 representing 49% of the share capital of AVTL.

Accordingly, the Company owns 51% of the share capital of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. May 25, 2022.

Acquisition of 100% equity stake of CRL Terminals Private Limited by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company

During the year, your Company has entered into Share Purchase Agreement with Vopak India B.V. (“Vopak India”), Vopak Asia Pte. Limited (‘Vopak Asia”), Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”), Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limited] wherein Vopak India, Vopak Asia and Vopak Logistics (collectively, “Sellers”) have agreed to transfer to AVTL, the 100% equity shares of CRL Terminals.

Pursuant to the aforesaid agreements, AVTL in its Board meeting held on May 21, 2022 had approved acquisition of 1,935,806 equity shares representing 100% equity stake of CRL Terminals for an aggregate consideration of INR 1,99,92,07,016. Pursuant to the same, CRL Terminals will become step down subsidiary of the Company and wholly owned subsidiary of AVTL.

Transfer of shares of Hindustan Aegis (LPG) Limited by Aegis Gas (LPG) Private Limited to Vopak India B.V

During the year, your Company had entered into Share Purchase Agreement (“SPA”) with Aegis Gas (LPG) Private Limited (“AGPL”), and Vopak India B.V (“Vopak”) in relation to the transfer of shares of Hindustan Aegis (LPG) Limited (“HALPG”) by AGPL to Vopak representing 24% of the shareholding of HALPG, wherein the Company shall hold 51% of the share capital of HALPG through its wholly owned subsidiary i.e., AGPL.

Pursuant to aforesaid agreements, AGPL, has transferred 24% of the shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of SPA.

Accordingly, the Company owns 51% of the share capital of HALPG through its wholly owned subsidiary AGPL w.e.f. May 25, 2022.

Business Transfer Agreements with Aegis Vopak Terminals Limited, wholly owned subsidiary:

During the year, your Company has entered into Business Transfer Agreements to transfer its following business undertakings to Aegis Vopak Terminals Limited, its wholly owned subsidiary by way of slump sale as a going concern basis:

1. Transfer of liquid storage units of the Company located at Haldia Dock Complex, Mouza-Chiranjibpur, Dist. Midnapore (Purba Medinipur) (“Haldia Undertaking”);

2. Transfer of liquid and LPG storage units of the Company, located within the limits of the Kandla Port Trust in Gandhidham, Kutch, Gujarat (“Kandla Undertaking”);

3. Transfer of liquid storage unit of the Company located within the limits of the liquid storage unit of the Company located at Dakshina Kannada, Mangalore (“Mangalore Undertaking”);

4. Transfer of liquid storage unit of the Company located within the limits of the Port of Pipavav, Post Ucchaiya, Via Rajula, Amreli, Gujarat (“Pipavav Undertaking”).

Business Transfer Agreement between Aegis Gas (LPG) Private Limited and Aegis Vopak Terminals Limited

During the year, your Company’s wholly owned subsidiary Aegis Gas (LPG) Private Limited has entered into Business Transfer Agreement to transfer Pipavav LPG storage units located within the limits of the Port of Pipavav, Post Ucchaiya, Via Rajula, Amreli, Gujarat - 365560 by way of slump sale basis to Aegis Vopak Terminals Limited.

Acquisition of asset from Viking Lighterage and Cargo Handlers Private Limited, Friends Bulk Handlers Limited and Friends Salt Works and Allied Industries (“Collectively Known as Friends Group”) through Aegis Vopak Terminals Limited, wholly owned subsidiary.

During the year, your Company, through Aegis Vopak Terminals Limited (AVTL), had has signed definitive agreements to acquire assets pertaining to liquid tank terminals with capacity of 500,000 KL at Kandla port from Friends Group for total outlay of Rs 265 crore. This transaction will strengthen Company’s presence in six major ports across the country which handles 75% of the total liquids traffic in India. Further, it will augment Company’s presence in liquid terminal business at Kandla port which handles the highest Liquids and POL traffic in India.

Sale of 100% equity stake of Konkan Storage Systems (Kochi) Private Limited, Wholly Owned Subsidiary of the Company

During the year, your Company had sold entire equity holding representing 100% equity stake of Konkan Storage Systems (Kochi) Private Limited (‘KCPL’), its wholly owned subsidiary to Aegis Vopak Terminals Limited (‘AVTL’) at fair value of INR 18.5/- per equity share aggregating to INR 18,50,000.

As on March 31, 2022, KCPL had become a step down subsidiary of the Company and wholly owned subsidiary of AVTL.

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/Positive (Double ‘A’/ Outlook: Positive).

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, 2022 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 accounts 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 http://aegisindia.com/investor-information/#policies-and-codes

During the year under review, Hindustan Aegis LPG Limited and Sea lord Containers Limited, were material subsidiaries of the Company, as per Listing Regulations.

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 nine subsidiaries as on March 31, 2022 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, except as stated below 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 INR 4,579.70 lakh (Previous year INR 4,885.75 lakh) and Net Profit after Tax was recorded at INR 3,102.83 lakh (Previous year INR 3,091.31 lakh).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year has increased to INR 29,239.99 lakh as against INR 13,556.15 lakh of the previous year on account of increased volumes. Profit after tax stood at INR 29,483.66 lakh as compared to Loss after tax of INR 784.45 lakh in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was INR 14,717.90 lakh (Previous Year INR 19,622.03 lakh). Profit for the year ended March 31, 2022 was INR 10,172.92 lakh as compared to INR 10,996.81 lakh in previous year.

During the year, Itochu Petroleum Co. (Singapore) Pte. Limited (“Itochu”) had exercised to acquire an additional stake of 5.3% in Hindustan Aegis LPG Limited (“HALPG”) from Aegis Gas (LPG) Private Limited (“AGPL”), taking Itochu’s total shareholding to 25% in HALPG.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue was INR 836.31 lakh as against INR 834.02 lakh in the previous year. Profit for the year ended March 31, 2022 was INR 142.69 lakh as compared to INR 166.57 lakh in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to INR 303,607.79 lakh as against INR 279,335.00 lakh of the previous year. Profit after tax for the year ended March 31, 2022 was INR 542.76 lakh as compared to INR 1,040.13 lakh in previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2022 was Nil. Profit for the year ended March 31, 2022 was INR 3.53 lakh as compared to loss of INR 13.28 lakh in the previous year.

Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

The Company incurred normal expenditure of INR 109.69 lakh during the year (Previous year INR 0.40 lakh). The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of INR 0.98 lakh during the year (Previous year INR 0.72 lakh). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of INR 6.66 lakh during the year (previous year INR 6.09 lakh). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31, 2022 was NIL (previous year INR 15,000). There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits by the Company.

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 Limited and National Stock Exchange of India Limited and the stipulated Listing Fees for the financial year 2022-23 have been paid to both the Stock Exchanges.

Employee Stock Purchase Plan

There are no outstanding stock options and no stock options were either issued or allotted during the year.

Directors & Key Management Personnel

With deep regret, we report the sad demise of our Vice Chairman & Managing Director, Mr. Anish K. Chandaria, on September 11, 2021. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Anish K. Chandaria to the Company during his tenure as a director.

Pursuant to section 152 of the Companies Act, 2013, Mr. AnilKumar Chandaria (DIN - 00055797), 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 other required details forms part of the Notice.

During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Amal R. Chandaria (DIN - 09366079) as an Additional Director (category : Non-Independent) w.e.f October 27, 2021 subject to approval of members at the ensuing Annual General Meeting. Brief resume of Mr. Amal R. Chandaria, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships are provided in the Corporate Governance Report forming part of the Annual Report.

The Board is of the opinion that Mr. Amal R. Chandaria possesses requisite qualification, experience, expertise and holds high standards of integrity.

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

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on May 27, 2022 appointed Mr. Sudhir O. Malhotra as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f May 28, 2022.

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 valuation has been carried out has been explained in the Corporate Governance Report.

Auditors and Auditors’ Report Statutory Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Annual General Meeting (“AGM”) held on July 30, 2019 (“62nd AGM”) approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from the conclusion of 62nd AGM till the conclusion of the 67th AGM.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

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

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

Secretarial Auditors

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 P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 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 & 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.

Downstream Investments made by the Company

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

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. 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.

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, 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.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2022 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

The Company has an Audit Committee comprising of total three members out of which two are NonExecutive Independent Directors, and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

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.

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 http://aegisindia.com/ investor-information/#policies-and-codes

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 duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

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 http://aegisindia.com/investor-information/#policies-and-codes. 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.

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 http://aegisindia.com/investor-information/#policies-and-codes

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

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

Your 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, to ensure that the

same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors on March 24, 2022 to incorporate the new requirements introduced under the SEBI Listing Regulations.

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 are audited and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://aegisindia.com/ investor-information/#policies-and-codes

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:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

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, 2022, 8 Board Meetings were held on the following dates :

1. May 27, 2021

2. June 06, 2021

3. July 12, 2021

4. July 29, 2021

5. September 21, 2021

6. October 27, 2021

7. January 17, 2022

8. February 10, 2022

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.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors 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

Your 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, 2022, there were nil complaints recorded pertaining to sexual harassment.

Business Responsibility Report

The Company is amongst top 1000 listed entities based on the market capitalisation, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘E’.

Insolvency and Bankruptcy Code

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2021-22.

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.

For and on behalf of the Board of Directors

Raj K. Chandaria

Chairman and Managing Director DIN : 00037518

Place: Mumbai Date: May 27, 2022

---

Mar 31, 2019

To the Members of the Company

The Directors have pleasure in presenting the 62nd Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2019.

Financial Performance

(Rs. In Lakhs)

	Group Consolidated		Company Standalone
	2018-19	2017-18	2018-19	2017-18
Revenue from Operation	5,61,582.32	4,79,095.87	70,705.81	50,125.00
Profit before Finance cost (as mentioned below), Depreciation and Tax *	37,253.22	276,44.95	17,261.13	13,588.02
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	1,966.53	1,732.29	2050.00	889.10
Depreciation and amortisation expense	5,054.16	3,431.10	2,516.09	1,783.99
Profit before tax	30,232.53	22,481.56	12,695.04	10,914.93
Provision for taxation - Current Tax	6,949.08	5,359.34	2,922.42	2,500.00
- For earlier years	154.86	(168.92)	(80.46)	(168.93)
- Deferred	(2,082.02)	(4,089.26)	991.37	(1,508.19)
Profit for the year Attributable to:	25,210.61	21,380.40	8,861.71	10,092.05
Owners of the Company	22,138.83	19,780.85	-	-
Non-Controlling Interest	3,071.78	1,599.55	-	-
Retained Earnings at the beginning of the year	67,213.47	49,348.48	50,077.56	43,040.45
Profit for the Year (attributable to owners)	22,138.83	19,780.82	8,861.71	10,092.05
Dilution of partial interest in Hindustan Aegis LPG Limited	-	1,173.32	-	-
Acquisition of non- controlling interest of SCL	1036.49	-	-	-
Payment of Dividend on equity shares - 1st Interim	(1670.00)	(1,670.00)	(1,670.00)	(1,670.00)
Payment of distribution tax on equity shares	(343.27)	(217.58)	(343.27)	(183.34)
Addition/Reduction during the year	(1.01)	(0.02)	-	-
Payment of Dividend on equity shares - Final	(2,533.10)	(1,169.00)	(2,505.00)	(1,169.00)
Payment of distribution tax on equity shares	(218.75)	(32.60)	(184.19)	(32.59)
Retained Earnings at the end of the year	85,622.66	67,213.46	54,236.82	50,077.57

* Normalised EBIDTA

Operating Performance Company Standalone

Revenue from operations increased by 41% at Rs. 70,705.81 lakhs (previous year Rs. 50,125.00 lakhs). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 27 % to Rs. 17,261.13 lakhs (previous year Rs. 13,588.02 lakhs). Profit before Tax was higher at Rs. 12695.04 lakhs (previous year Rs. 10,914.93 lakhs) an increase by 16.31% and Profit after Tax stood at Rs. 8861.71 lakhs (previous year Rs. 10,092.05 lakhs).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 17.22% to Rs. 561,582.32 lakhs (previous year Rs. 479,095.87) on account of higher volumes. The Profit before Tax for the year rose to Rs.30,232.53 lakhs (previous year Rs. 22,481.56 lakhs) an increase of 34.48% on year on year basis.

The Profit after Tax for the year rose by 17.91 % to Rs. 25,210.61 lakhs (previous year Rs. 21,380.40 lakhs). Liquid Segment Revenues of the group for Liquid Division is Rs. 18,280.13 lakhs (previous year Rs. 16,828.03 lakhs). Normalised EBITDA was Rs. 10,352.56 lakhs compared to Rs. 10,282.65 lakhs in previous year. The revenues and margins were stable.

Gas Segment

The revenue for Gas Division during the year was Rs. 543,302.20 lakhs (previous year Rs. 462,268 lakhs) on account of higher volumes. The normalised EBITDA increased to Rs. 31,063.12 lakhs as compared to Rs. 20,334.02 lakhs in previous year, mainly due to higher throughput volumes.

Outlook for the Group

The oil, gas and chemical 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. As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the 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 recommended interim dividend of Re. 0.50 per share of Re. 1/- each i.e. 50% during the financial year ended March 31, 2019. Further, the Board of Directors of the Company at its meeting held on May 28, 2019 has recommended the Final Dividend of 90% i.e. Re. 0.90 per share of Re. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at http://www.aegisindia.com/Corporate_Governances.aspx.

New Projects and Expansion

The Company has during the year approved the setting up of additional liquid tankage with the storage capacity of 40,000 KL, beyond the existing 1,00,000 KL storage capacity at Kandla Port. The additional capacity of 40,000 KL is expected to be completed by second half of FY 2020 which will complement the existing liquid capacity and will provide a competitive edge in the region to the Company.

The Company has also approved setting up of an additional storage capacity of 50,000 KL over and above existing 25,000 KL of bulk liquid terminals at Mangalore, which is expected to be completed by FY 2020 - 2021 which will provide a competitive edge to the company in the region.

The Company through its subsidiary company Konkan Storage Systems (KOCHI) Private Limited has also approved addition of 20,000 KL of bulk liquid tankage beyond the existing 51,000 KL at Kochi Port, which is expected to be completed by FY 2019 - 2020.

In light of increased demand for LPG in the region, the company has during the year approved setting up a new LPG terminal of a capacity of 45,000 MT at Kandla which is in progress and expected to be completed by First half of FY 2021.

In order to increase the throughput capacity in view of increased demand, the Company through its subsidiary Aegis Gas (LPG) Private Limited has approved to expand its LPG storage capacity at Pipavav by 3,800 MT by adding 2 new spheres over and above the existing 18,300 MT and setting up of LPG railway gantry. The same is expected to be completed by FY 2020 - 2021.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India in line with the Company’s vision of building the necklace of terminals around the coastline in India.

Credit Rating

The credit rating agency, CARE Ratings Limited (CARE) has continued to assign a short term credit rating of CARE ‘A1 ’ (A One Plus) and long term rating to CARE ‘AA’ (Double A).

India Ratings & Research (Ind-Ra) has continued to assign the short term credit rating of IND ‘A1 ’ (A One Plus) and Long-Term Issuer Rating of ‘IND AA’ (Double AA). The Outlook is 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, 2019 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 accounts 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.

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 nine subsidiaries (out of which, seven are wholly owned subsidiaries) as on March 31, 2019 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, except as stated below during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited (wholly owned subsidiary)

During the year under review, the Company’s Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of Rs. 4,248.39 Lakhs (Previous year Rs. 5,323.37 Lakhs) and Net Profit after Tax was recorded at Rs. 2,726.63 Lakhs (Previous year Rs. 4,127.07 Lakhs).

During the year under review, the Aegis Logistics Limited which held 92.46% of equity shares of Sea Lord Containers Limited, in compliance with the provisions of section 236 of the Companies Act, 2013 dispatched the respective consideration amount to all the minority public shareholders of the Company and acquired remaining equity shares aggregating 7.54 % of the total share capital of the Company . Accordingly, the Company has become the wholly owned subsidiary of the Aegis Logistics Limited with effect from December 31, 2018.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

During the year under review, the revenue for the year has increased to Rs. 16,563.89 Lakhs as against Rs. 14,634.15 lakhs of the previous year on account of increased volumes. Profit after tax stood at Rs. 2,797.63 Lakhs as compared to Rs. 5,516.49 Lakhs in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was Rs. 13,785.78 Lakhs (Previous Year Rs. 2,828.26 Lakhs). Profit for the year ended March 31, 2019 was Rs. 9,827.83 Lakhs as compared to loss of Rs. 1,164.73 Lakhs in previous year.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review, the Income was Rs. 601.33 Lakhs as against Rs. 703.28 Lakhs in the previous year. The Company made a net profit of Rs. 83.18 Lakhs as against Rs. 41.19 Lakhs in the previous year on account of improved utilisation of capacity.

Aegis Group International Pte. Limited

The revenue for the year increased to Rs. 458,311.08 Lakhs as against Rs. 405,888.74 Lakhs of the previous year on account of higher volumes. Profit after tax for the year ended March 31, 2019 was Rs. 2480.55 Lakhs as compared to profit of Rs. 2,469.66 Lakhs in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year was Rs. 546.15 Lakhs as against Rs. 517.16 Lakhs of the previous year. Profit for the year ended March 31, 2019 was Rs. 14.62 Lakhs as compared to loss of Rs. 8.99 Lakhs in the previous year.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.37 Lakhs during the year (Previous year Rs. 0.22 Lakhs).

The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.37 Lakhs during the year (Previous year Rs. 0.22 Lakhs). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 5.34 Lakhs during the year (previous year Rs. 4.80 Lakhs). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31, 2019 was Rs. 1.60 lakhs. There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

Corporate Governance

A report on Corporate Governance, in terms of Regulation 34(3) read with ‘Schedule V’ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“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 2019-20 have been paid to both the Stock Exchanges.

Non-convertible Debentures

The Company’s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2019-20 have been paid.

Stock Purchase Plan

During the year under review, the Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has approved Aegis Employee Stock Purchase Plan - 2019 (“ESPP -2019“) in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 at its meeting held on March 18, 2019. The ESPP -2019 has also been approved by the shareholders of the Company on May 10, 2019 by way of Postal Ballot.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Raj Kishore Singh (DIN - 00071024), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Your Directors recommend the re-appointment of the Director at the ensuing 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.

Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Annual General Meeting (“AGM”) held on August 10, 2017 (“60th AGM”) approved the appointment of M/s. P. D. Kunte & Co., Chartered Accountants, (Firm Registration No.:105479W) as statutory auditors for a period of 5 years commencing from the conclusion of 60th AGM till the conclusion of the 65th AGM.

During the year, M/s. P. D. Kunte & Co., chartered accountants had intimated the Company that they were merging their professional practice with another firm of Chartered Accountants M/s. CNK & Associates LLP and in view of the same, they had tendered their resignation as Statutory Auditors of the Company w.e.f. October 31, 2018. In view of the same,the Company obtained approval of shareholders by way of postal ballot for appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as the Statutory Auditors of the Company in casual vacancy, who shall hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

In compliance of the provisions of the Companies Act, 2013, the Board of Directors of the Company has recommended re-appointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) for a period of 5 (five) consecutive years from the conclusion of ensuing 62nd Annual general meeting until the conclusion of the 67th AGM and the resolution is placed for consideration and approval of the shareholders at the ensuing annual general meeting of the Company.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The company carries out a monthly review of health, safety and environment compliance for all sites and carries out regular mock drills and emergency preparedness tests. 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. We have undertaken zero spillage policy in all the terminals & under this various hardware modifications are carried out to reduce the VOC emissions.

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, 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.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2019 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 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 reputedfirm 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.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

Significant and material orders

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

Composition of Audit Committee

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

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Anish 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.

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 behavior, 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 details of the said Policy are explained in the Corporate Governance Report and also posted on the website of the Company at http://www.aegisindia.com/Admin/Documents/Corporate_Governance_Pdf213.pdf.

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

Extract of the annual return 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 duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

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 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.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee, contents of the CSR Policy and the format as provided under Section 135 of Companies Act, 2013 read along with Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - ‘C’ to the Directors’ 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

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 are audited and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://www.aegisindia.com/Admin/Documents/Corporate_Governance_Pdf212.pdf.

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:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

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 of the company

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, 2019, 5 Board Meetings were held on the following dates :

1. 30/05/2018

2. 09/08/2018

3. 05/11/2018

4. 31/01/2019

5. 18/03/2019

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.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors 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

Your 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.

During the year ended March 31, 2019, there were nil complaints recorded pertaining to sexual harassment.

Secretarial Audit Report

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 P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2019 forms part of this Report and is annexed herewith as Annexure - ‘D’.

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.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalisation, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘E’.

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 thee valuation has been carried out has been explained in the Corporate Governance Report.

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.

For and on behalf of the Board

Raj K. Chandaria

Chairman and Managing Director

DIN : 00037518

Place: Mumbai

Date: May 28, 2019

---

Mar 31, 2018

To the Members of the Company

The Directors have pleasure in presenting the 61^st Annual Report and Audited Statement of Accounts of the Company for the financial year ended 31^st March 2018.

Financial Performance

(Rs. In Lakhs)

	Group Consolidated		Company Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from Operation	479,095.87	393,028.97	50,175.94	38,859.33
Profit before Finance cost (as mentioned below), Depreciation and Tax *	27,644.95	21,326.83	13,588.02	12,068.55
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	1,732.29	2,032.50	889.10	607.52
Depreciation and amortisation expense	3,431.10	2,381.07	1,783.99	1,125.39
Profit before tax	22,481.56	16,913.26	10,914.93	10,335.64
Provision for taxation - Current Tax	5,359.34	4,500.60	2,500.00	3,034.86
- For earlier years	(168.92)	9.20	(168.93)	9.20
- Deferred	(4,089.26)	(893.33)	(1,508.19)	660.96
Profit for the year Attributable to:	21,380.40	13,296.79	10,092.05	6,630.62
Owners of the Company	19,780.85	11,922.97	-	-
Non Controlling Interest	1,599.55	1,373.82	-	-
Retained Earnings at the beginning of the year	49,348.47	44,303.42	43,040.45	39,210.76
Profit for the Year (attributable to owners)	19,780.85	11,922.97	10,092.05	6,630.62
Dilution of partial interest in Hindustan Aegis LPG Limited	1,173.32	-	-	-
Payment of Dividend on equity shares -1st Interim	(1,670.00)	(1,169.00)	(1,670.00)	(1,169.00)
Payment of distribution tax on equity shares	(217.58)	(222.51)	(183.34)	(222.51)
Payment of Dividend on equity shares - 2nd Interim	-	(1,169.00)	-	(1,169.00)
Payment of distribution tax on equity shares		(115.42)	-	(115.42)
Payment of Dividend on equity shares - 3rd Interim	-	-	-	-
Payment of distribution tax on equity shares	-	-	-	-
Payment of Dividend on equity shares - Final	(1,169.00)	-	(1,169.00)	-
Payment of distribution tax on equity shares	(32.60)	-	(32.59)	-
Dividend on cumulative preference shares including arrears	-	-	-	-
Payment of distribution tax on preference shares		(15.47)	-	-
Transfer to General Reserves	-	-	-	-
Transfer to Capital Redemption Reserves	-	(3,800.00)	-	-
Transfer to Debenture Redemption Reserves	-	(386.53)	-	(125)
Retained Earnings at the end of the year	67,213.46	49,348.46	50,077.57	43,040.45

* Normalised EBIDTA

Operating Performance Company Standalone

Revenue from operations increased by 29.12% at Rs. 50,175.94 lakhs (previous year Rs. 38,859.53 lakhs). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT increased by 12.59 % to Rs. 13,588.02 lakhs (previous year Rs. 12,068.55 lakhs). Profit before Tax was higher at Rs. 10,914.93 lakhs (previous year Rs. 10,335.64 lakhs) an increase by 5.6% and Profit after Tax increased by 52.20 % to Rs. 10,092.05 lakhs (previous year Rs. 6,630.62 lakhs).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 21.90% to Rs. 479,095.87 lakhs (previous year Rs. 393,028.97) on account of higher volumes. The Profit before Tax for the year rose to Rs. 22,481.56 lakhs (previous year Rs. 16,913.26 lakhs) an increase of 32.92% on year on year basis. The Profit after Tax for the year rose by 60.79% to Rs. 21,380.40 lakhs (previous year Rs. 13,296.79 lakhs).

Liquid Segment

Revenues of the group for Liquid Division is Rs. 16,828.03 lakhs (previous year Rs. 15,388 lakhs). Normalised EBITDA was Rs. 10,282.65 lakhs compared to Rs. 9,069.86 lakhs in previous year. The revenues and margins were stable.

Gas Segment

The revenue for Gas Division during the year was Rs. 462,268 lakhs (previous year Rs. 377,641 lakhs) on account of higher volumes. The normalized EBITDA increased to Rs. 20,334.02 lakhs as compared to Rs. 15,684.53 lakhs in previous year, mainly due to improved margins and higher throughput volumes.

Outlook for the Group

The oil, gas and chemical 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. As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the 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 recommended interim dividend of Re. 0.50 per share of Re. 1/- each i.e. 50% during the financial year ended 31^st March, 2018. Further, the Board of Directors of the Company at its meeting held on 30^th May, 2018 has recommended the Final Dividend of 75% i.e. Re. 0.75 per share of Re. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at http://www.aegisindia.com/Corporate_Governances.aspx.

New Projects and Expansion

The Company through its subsidiary company Hindustan Aegis LPG Limited has during the year commissioned a fully refrigerated LPG terminal at Haldia Dock Complex, West Bengal, with a static storage capacity of 25,000 MT and throughput capacity of 2,500,000 MT per annum. This is the largest LPG terminal in the Aegis portfolio.

In light of increased demand for LPG in the region, the Company through its subsidiary Aegis Gas (LPG) Private Limited has expanded its LPG storage capacity at Pipavav from 8,100 MT to 18,300 MT, an increase of 10,200 MT.

In order to increase its throughput capacity and less road movement of LPG at its Mumbai Port, the Company has completed its project of debottlenecking of Mumbai LPG terminal by connecting it by pipeline to the Uran-Chakan cross country LPG pipeline during the year.

Post expansion of liquids terminal by adding 25,000 KL of storage capacity at Haldia during the year, the Company is further expanding its liquid terminal by adding another 35,000 KL, which is expected to be commissioned in FY 2018-19.

The future growth is expected from the Company’s new liquid terminal recently commissioned at Kandla port with a capacity of 100,000 KL.

The Company has announced implementation of its liquid terminal at the new Mangalore port with the capacity of 25,000 KL, which will complement the existing liquid terminals and will provide a competitive edge to the company.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India.

Credit Rating

The credit rating agency, CARE Ratings Limited (CARE) has continued to assign a short term credit rating of CARE ‘A1 ’ (A One Plus) and long term rating to CARE ‘AA’ (Double A).

India Ratings & Research (Ind-Ra) has continued to assign the short term credit rating of IND ‘A1 ’ (A One Plus) and Long-Term Issuer Rating of ‘IND AA’ (Double AA). The Outlook is 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 31^st March, 2018 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 accounts 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.

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 nine subsidiaries (out of which, six are wholly owned subsidiaries) as on 31^st March, 2018 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, except as stated below 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.5,323.37 Lakhs (Previous year Rs. 4,883.06 Lakhs), increase of 9.01 % on YoY basis on account of product mix. Net Profit after Tax was recorded at Rs. 4,127.07 Lakhs (Previous year Rs. 3,592.09 Lakhs), an increase of 14.89 %.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

During the year under review, the revenue for the year has increased to Rs. 14,634.15 Lakhs as against Rs. 11,540.69 lakhs of the previous year on account of increased volumes. Profit after tax increased to Rs.5,516.49 Lakhs as compared to Rs. 904.27 Lakhs in previous year on account of LPG terminalling.

During the year under review, the subsidiary has expanded its LPG storage capacity in Pipavav from 8,100 MT to 18,300 MT, an increase of 10,200 MT. It has also redeemed all its outstanding Non - Convertible debentures which were listed on National Stock Exchange of India Ltd.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was Rs. 2,828.26 Lakhs (Previous Year Rs. 4,282.71 Lakhs). Profit for the year ended 31st March, 2018 was Rs. 1,164.73 Lakhs as compared to loss of Rs. 275.71 Lakhs in previous year.

During the year, Itochu Petroleum Co. (Singapore) Pte. Ltd., a Singapore based company, subscribed to 19.7% stake in the equity capital of the subsidiary company through Preferential Issue. The Company has during the year commenced terminalling of LPG and bottling plant at Haldia. The LPG terminal was successfully commissioned in Q3 FY 2018 and is operating well.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review, the Income was Rs. 703.28 Lakhs as against Rs. 666.40 Lakhs in the previous year. The company made a net profit of Rs. 41.19 Lakhs as against Rs. 2.35 Lakhs in the previous year on account of improved utilisation of capacity.

Aegis Group International Pte. Limited

The revenue for the year increased to Rs. 405,888.74 Lakhs as against Rs. 336,531.78 Lakhs of the previous year on account of higher volumes. Profit after tax for the year ended 31^st March, 2018 was Rs. 2,469.66 Lakhs as compared to profit of Rs. 2,342.30 Lakhs in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year was Rs. 517.16 Lakhs as against Rs. 1,569.22 Lakhs of the previous year. Loss for the year ended 31^st March, 2018 was Rs. 8.99 Lakhs as compared to loss of Rs. 4.01 Lakhs in the previous year.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.22 Lakhs during the year (Previous year Rs. 0.22 Lakhs).

The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.22 Lakhs during the year (Previous year Rs. 0.22 Lakhs).

The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 4.80 Lakhs during the year (previous year Rs. 4.35 Lakhs). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The total amount of fixed deposits matured and remaining unclaimed with the Company as on 31^st March, 2018 was Rs. 2.10 lakhs. There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company. Unclaimed matured deposits amounting to Rs.0.25 lakhs that have been unclaimed for past seven years have been transferred to Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Corporate Governance

A report on Corporate Governance, in terms of Regulation 34(3) read with ‘Schedule V’ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 2018-19 have been paid to both the Stock Exchanges.

Non-convertible Debentures

The Company’s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2018-19 have been paid.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Anil Kumar Chandaria (DIN - 00055797), Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

During the year, Ms. Poonam Kumar left for heavenly abode on 23^rd November, 2017. The Board placed on record their sincere appreciation for her association as a Director with the Company.

Ms. Tanvir Koreishi (DIN - 08099172) was appointed as a Women Director (Category : Independent) w.e.f. 30^th March, 2018 for period of 5 (Five) years subject to approval of members at the ensuing Annual General Meeting.

Ms. Tanvir Koreishi is a Post Graduate in Mass Communication and has specialization in Advertising, Marketing and Public Relations. She has almost four decades work experience in the field of Corporate Communication and Affairs and worked in Senior Management positions in various Corporates. She is presently providing Management Consultancy services to the Corporates.

The terms of Mr. Raj K. Chandaria (DIN - 00037518) and Mr. Anish K. Chandaria (DIN - 00296538) as Managing Directors expired on 31^st March, 2018. The Nomination and Remuneration Committee recommended and the Board of Directors approved at their respective meetings held on 2^nd February, 2018 , their re-appointment as Managing Directors of the Company for further period of 5 (Five) years subject to the approval of the shareholders at the ensuing Annual General Meeting and the Central Government.

The terms of Mr. Kanwaljit S. Nagpal (DIN - 00012201) and Mr. Rahul D. Asthana (DIN - 00234247) as Independent Directors are about to expire on 31^st March, 2019 and 28^th May, 2019 respectively. The Board at its meeting held on 30^th May, 2018 recommended reappointment of both the Independent Directors for another term of 5 (Five) years with effect from 1^st April, 2019 and 29^th May, 2019 respectively subject to the approval of shareholders at the ensuing Annual General Meeting. The Directors meet the criteria of independence as per the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure) regulations, 2015.

Your Directors recommend the appointment/ re-appointment of the Directors/ Managing Directors for their respective terms as mentioned above at the ensuing 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 (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Annual General Meeting (“AGM”) held on 10^th August, 2017 (“60th AGM”) approved the appointment of M/s. P. D. Kunte & Co., Chartered Accountants, (Firm Registration No.: 105479W) as statutory auditors for a period of 5 years commencing from the conclusion of 60^th AGM till the conclusion of the 65^th AGM.

In accordance with the Companies (Amendment) Act, 2017, Ministry of Corporate as per the notification dated 7^th May, 2018 have done away with the provision relating to ratification of statutory auditors by members at every Annual General Meeting.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The company carries out a monthly review of health, safety and environment compliance for all sites and carries out regular mock drills and emergency preparedness tests. 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.

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, 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.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2018 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s P. D. Kunte & Co. The Directors further confirm that:

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

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

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

Significant and material orders

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

Composition of Audit Committee

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

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Anish 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.

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 details of the said Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.aegisindia.com

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

Extract of the annual return as provided under sub-section (3) of Section 92 of Companies Act, 2013 as prescribed in Form MGT-9 is given in Annexure - ‘C’ to the Directors’ Report.

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 duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

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 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.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee, contents of the CSR Policy and the format as provided under Section 135 of Companies Act, 2013 read along with Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - ‘D’ to the Directors’ 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

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 are audited and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://www. aegisindia.com/Corporate_Governances.aspx.

Development and implementation of Risk Management Policy

The Company has constituted a Risk Management Committee which is not a mandatory requirement consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimization 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 a 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 of the company

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 31^st March, 2018, 5 Board Meetings were held on the following dates :

1. 30/05/2017

2. 06/06/2017

3. 05/09/2017

4. 08/12/2017

5. 02/02/2018

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.

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors 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

Your 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.

During the year ended 31^st March 2018, there were nil complaints recorded pertaining to sexual harassment.

Secretarial Audit Report

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 P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31^st March, 2018 forms part of this Report and is annexed herewith as Annexure - ‘E’.

The Board was in process of identifying a suitable woman candidate with relevant experience for the role of director of the Company which lead to a few days of delay in appointment of a woman independent director.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalization, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘F’.

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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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.

For and on behalf of the Board

Raj K. Chandaria Anish K. Chandaria

Chairman & Managing Director Vice Chairman & Managing Director

DIN: 00037518 DIN: 00296538

Place : Mumbai

Dated : 30^th May, 2018

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Mar 31, 2017

To the Members of the Company:

The Directors have pleasure in presenting the 60th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2017.

Financial Performance

(Rs. in crores)

	Group Consolidated		Company Standalone
	2016-17	2015-16	2016-17	2015-16
Revenue from Operation	3932.81	2213.22	391.11	357.35
Profit before Finance cost (as mentioned below), Depreciation and Tax *	213.83	191.18	117.64	93.19
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]	17.83	15.09	8.34	7.74
Depreciation	24.30	23.42	11.39	11.55
Profit before tax	171.70	152.67	97.91	73.90
Provision for taxation - Current Tax	33.01	22.55	30.44	19.71
- Deferred	4.69	3.98	4.54	0.32
Net Profit after tax	134.00	126.14	62.93	53.87
Less: Minority Interest	13.74	12.81	-	-
Net Profit for the Year	120.26	113.33	62.93	53.87
Balance in statement of Profit & Loss	208.20	140.87	154.59	138.15
Profit available for Appropriations	328.46	254.20	217.52	192.02
Less: Appropriations Transfer to General Reserves
Transfer to Debenture Redemption Reserve	(3.87)	(9.82)	(1.25)	(1.25)
Transfer to Capital Redemption Reserve	(38.00)	-	-	-
Interim Dividend {Re.0.70 (Previous Year Re. 0.90) per share}	(23.38)	(30.06)	(23.38)	(30.06)
Corporate Dividend Tax thereon	(3.37)	(6.12)	(3.37)	(6.12)
Corporate Dividend Tax on Preference Share Dividend declared by a Subsidiary Company	(0.15)
Closing Balance	259.68	208.20	189.51	154.59

*Normalised EBIDTA

Operating Performance: Company Standalone

Revenue from operations increased marginally by 9.45% at Rs. 391.11 crores (previous year Rs. 357.35 crores). The Gross Profit (before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), PBIDT increased by 26 % to Rs. 117.64 crores (previous year Rs. 93.19 crores). Profit before Tax was higher at Rs. 97.91 crores (previous year Rs. 73.90 crores) an increase by 32.49% and Profit after Tax increased by 16.82% to Rs. 62.93 crores (previous year Rs. 53.87 crores).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 77.70% to Rs. 3932.81 crores (previous year Rs. 2213.22 crores) on account of higher volumes. The Profit before Tax for the year rose to Rs. 171.69 crores (previous year Rs. 152.67 crores) an increase of 12.46% on year on year basis. The Profit after Tax for the year rose by 6.23% to Rs. 134 crores (previous year Rs. 126.14 crores).

Liquid Segment

Revenues of the group for Liquid Division is Rs. 153.88 crores (previous year Rs. 170.60 crores). Normalized EBITDA was Rs.90.70 crores compared to Rs. 102.38 crores in previous year. The revenues and margins were stable.

Gas Segment

The revenue for Gas Division during the year was Rs. 3778.92 crores (previous year Rs. 2042.62 crores) on account of higher volumes. The normalized EBITDA increased to Rs. 155.42 crores as compared to Rs. 121.23 crores in previous year, mainly due to improved margins and higher throughput volumes.

Outlook for the Group

The oil, gas and chemical 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. As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the 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 recommended two interim dividends during the financial year ended 31st March, 2017 aggregating to total dividend of 70% i.e. Re. 0.70 per share of Re. 1/- each. Further, the Board of Directors of the Company at its meeting held on 30th May, 2017 has recommended the Final Dividend of 35% i.e Re. 0.35 per share of Re. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company''s website at http://www.aegisindia.com/Corporate Governances.aspx.

New Projects and Expansion

In light of increased demand for LPG in the region, the group embarked on a further expansion of its LPG storage capacity in Pipavav from 8,100 MT to 18,300 MT, an increase of 10,300 MT. This capacity will be commissioned in FY 2017-18.

The Company is setting up a fully refrigerated LPG terminal at Haldia Dock Complex, West Bengal, with a static storage capacity of 25,000 MT and throughput capacity of 2,500,000 MT per annum. Terminal construction is underway with all the requisite environmental permits secured and is nearing completion. This will be the largest LPG terminal in the Aegis portfolio. The Company has also signed a 20 year Memorandum of Understanding (MoU) with a large public sector unit as the anchor customer for use of this terminal.

The Company is expanding its Haldia liquids terminal by adding 25,000 KL of storage capacity which has now been commissioned.

The Company has initiated a project of debottlenecking of Mumbai LPG terminal by connecting it by pipeline to the Uran-Chakan cross country LPG pipeline. This will result in increased throughput capacity and less road movement of LPG.

In Kandla, the Company is building 100,000 KL of liquid capacity for chemicals and petrochemicals. The project is nearing completion and will be fully commissioned in FY 17-18.

The company continues to look for opportunities to lease or acquire land at major and minor ports in India.

Credit Rating

The credit rating agency, Credit Analysis & Research Ltd. (CARE) has continued to assign a short term credit rating of CARE ‘A1 '' (A One Plus) and has revised the long term rating to CARE ‘AA'' (Double A) from CARE ‘AA-'' (Double A Minus).

India Ratings & Research (Ind-Ra) has continued to assign the short term credit rating of CARE‘A1 ''

(A One Plus) and Long-Term Issuer Rating of ‘IND AA'' (Double AA). The Outlook is 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 Accounting Standard (AS 21) “CONSOLIDATED FINANCIAL STATEMENTS”. The Consolidated Financial Statements include Financial Results 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 31st March, 2017 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 accounts 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.

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.

Indian Accounting Standards (IND AS)

The Ministry of Corporate Affairs, vide notification dated February 16, 2015, notified the Companies (Indian Accounting Standard Rules), 2015, in pursuance of which, the Company and its subsidiaries shall adopt IND AS with effect from April 1, 2017.

Subsidiary Companies

The Company has nine subsidiaries (out of which, seven are wholly owned subsidiaries) as on 31st March, 2017 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 (“SCL”)

During the year under review, the Company''s Bulk Liquid terminal continued operations at full capacity. The Company recorded a Turnover of Rs. 48.83 Crores (Previous year Rs. 48.58 Crores), increase of 0.5% on YoY basis on account of product mix. Net Profit after Tax was recorded at Rs. 35.91 Crores (Previous year Rs. 33.29 Crores), an increase of 7.8%.

During the year, the Company provided an Exit Offer to the shareholders of Sea Lord Containers Limited pursuant to Securities Exchange Board of India (“SEBI”) Circular No. SEBI/HO/MRD/DSA/ CIR/P/2016/110 dated October 10, 2016. As on March 31, 2017, the Company holds 92.26% Equity Shares of Sea Lord Containers Limited.

Further, during the financial year F.Y. 2016-17, Sea Lord Containers Limited redeemed its entire Non-Cumulative Redeemable Preference Shares aggregating to Rs. 38 Crores, which were held by the Company.

Aegis Gas (LPG) Private Limited (wholly owned subsidiary)

During the year under review, the revenue for the year has increased to Rs. 115.41 Crores as against Rs. 105.09 Crores of the previous year on account of increased volumes. Profit after tax was Rs. 12.22 Crores as compared to Rs. 15.64 Crores in previous year.

During the year under review, the Liquid storage terminal undertaking of the Aegis Gas (LPG) Private Limited located at Pipavav Port was acquired by the Company along with all assets and liabilities.

Hindustan Aegis LPG Limited (wholly owned subsidiary)

During the year under review, the operating revenue decreased to Rs. 42.83 Crores from Rs. 1215.59 Crores in previous year on account of lower volumes. Loss for the year ended 31st March, 2017 was Rs. 0.46 Crores as compared to profit of Rs. 11.38 Crores in previous year.

During the year, the under construction LPG Assets at Haldia Dock Complex, West Bengal of the Company was transferred to Hindustan Aegis LPG Limited.

Konkan Storage Systems (Kochi) Private Limited (wholly owned subsidiary)

During the year under review, the Income was Rs. 6.66 Crores as against Rs. 4.55 Crores in the previous year on account of improved utilisation of capacity. The company made a net profit of Rs. 1.95 Crore as against Rs. 0.65 Crore in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to Rs. 3365.32 Crores as against Rs. 1500.44 Crores of the previous year on account of higher volumes. Profit after tax for the year ended 31st March, 2017 was Rs. 23.42 Crores as compared to profit of Rs. 11.22 Crores in previous year.

Aegis International Marine Services Pte. Limited (wholly owned subsidiary)

The revenue for the year has increased to Rs. 15.69 Crores as against Rs. 8.82 Crores of the previous year on account of higher volumes. Loss for the year ended 31st March, 2017 was Rs. 0.04 Crore as compared to loss of Rs. 0.06 Crore in previous year. During the year, the Company further invested USD 20,000, at par in Aegis International Marine Services Pte. Limited for its working capital needs.

Aegis LPG Logistics (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.23 Lacs during the year (Previous year Rs. 0.20 Lacs). The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.23 Lacs during the year (Previous year Rs. 0.20 Lacs). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited (wholly owned subsidiary)

The Company incurred normal expenditure of Rs. 0.58 Lacs during the year (previous year Rs. 0.59 Lacs). The Company has not commenced any commercial operations as yet.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The total amount of fixed deposits matured and remaining unclaimed with the Company as on 31st March, 2017 was Rs.2.45 lacs. There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

Corporate Governance

A report on Corporate Governance, as stipulated under ‘Schedule V'' of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) together with a certificate of compliance from the Auditors, forms part of this report.

Management Discussion and Analysis

In compliance with ‘Schedule V'' of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 2017-18 have been paid to both the Stock Exchanges.

Non-convertible Debentures

The Company''s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2017-18 have been paid.

Directors & Key Management Personnel

Pursuant to section 152 of the Companies Act, 2013, Mr. Raj K. Singh, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

During the year, the Company''s Chairman Mr. Kapoorchand M. Chandaria left for heavenly abode on 27th September, 2016. The Board placed on record their sincere appreciation for the Chairman, who was a guiding force to the Company since past several years.

Mr. Rajnikant J. Karavadia and Mr. Dineshchandra J. Khimasia, Non - Executive Independent Directors of the Company resigned w.e.f. 8th November, 2016 and 4th May, 2017 respectively due to their ill health. The Board placed on record their sincere appreciation for their long association with the Company.

Mr. Jaideep D. Khimasia was appointed as an Additional Director (category Independent) w.e.f. 11th May, 2017 subject to approval of members at the ensuing Annual General Meeting. Mr. Jaideep D. Khimasia is qualified as a B. E Production from Bharati Vidyapeeth, University of Poona and has over 25 years of management experience in fields related to Project Management with contributions in various quality assurance and process improvement initiatives of various Multi-National Corporations. Your Directors recommend the appointment of Mr. Jaideep D. Khimasia as Independent Director to hold office up to 5 (five) consecutive years up to 10th May, 2022 at the ensuing 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”) , the Company at its Annual General Meeting (“AGM”) held on 31st July, 2014, approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, (ICAI Firm Registration No. 117366W/W-100018) to hold office till the conclusion of the third consecutive AGM (i.e. 60th AGM).

Accordingly, as per the provisions of the Act applicable to the Company, it is mandatory to rotate the Statutory Auditors at the ensuing Annual General Meeting and therefore the Board recommends to appoint a reputed firm M/s. P.D.Kunte & Co., Chartered Accountants as statutory auditors for a period of 5 years commencing from the conclusion of 60th AGM till the conclusion of the 65th AGM, subject to ratification by the members at every AGM.

M/s. P. D. Kunte & Co, Chartered Accountants was established in 1970 and is a well-known niche firm of Chartered Accountants in Mumbai, India. The Firm has a rich background and excellent collective experience across various sectors and industries particularly in servicing medium sector corporates.

The firm, it''s partners and qualified personnel have a rich collective experience of over 40 years.

The Company has received a written consent and a certificate from M/s. P. D. Kunte & Co., Chartered Accountants to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such appointment.

Your directors recommend their appointment at the ensuing Annual General Meeting of the Company.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The company carries out a monthly review of health, safety and environment compliance for all sites and carries out regular mock drills and emergency preparedness tests. 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 completed internal safety audit with external auditor. To control VOC Emission Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points.

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, 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 there under 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.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2017 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells LLP. The Directors further confirm that:

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

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

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

Significant and material orders

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

Composition of Audit Committee

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

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Anish 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.

Vigil Mechanism for Directors and Employees

The Company, pursuant to Section 177 of Companies Act, 2013 read along with the rules made there under 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 details of the said Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

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

Extract of the annual return as provided under sub-section (3) of Section 92 of Companies Act, 2013 as prescribed in Form MGT-9 is given in Annexure - ‘C’ to the Directors'' Report.

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 duly constituted a Nomination and Remuneration (N&R) Committee comprising of the following members:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

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 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.

Disclosure of composition of the Corporate Social Responsibility Committee

Disclosure of composition of the Corporate Social Responsibility Committee, contents of the CSR Policy and the format as provided under Section 135 of Companies Act, 2013 read along with Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - ‘D’ to the Directors’ 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

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 are audited and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at http://www.aegisindia.com/Corporate Governances.aspx.

Development and implementation of Risk Management Policy

The Company has constituted a Risk Management Committee which is not a mandatory requirement consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimization 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 a 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 of the company

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 31st March, 2017, 4 Board Meetings were held on the following dates:

1. 30/05/2016

2. 05/08/2016

3. 07/11/2016

4. 02/02/2017

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.

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

Your 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.

During the year ended 31st March 2017, there were nil complaints recorded pertaining to sexual harassment.

Secretarial Audit Report

Pursuant to the provisions of Section 134(3) and section 204 of Companies Act, 2013 read along with the rules made there under, the Board of Directors of the Company appointed Mr. Prasen Naithani of P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended 31st March, 2017 forms part of this Report and is annexed herewith as Annexure - ‘E’.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

Business Responsibility Report

The Company is amongst top 500 listed entities based on the market capitalization, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘F’.

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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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.

For and on behalf of the Board

Raj K. Chandaria Anish K. Chandaria

Vice Chairman & Managing Director Managing Director & CEO

DIN: 00037518 DIN: 00296538

Place : Mumbai

Dated : 30th May, 2017

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Mar 31, 2014

To the Members of the Company:

The Directors have pleasure in presenting the 57th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2014.

Financial Performance

(Rs. in crores)

Group Consolidated Company Standalone

2013-14 2012-13 2013-14 2012-13

Revenue from Operation 5030.87 3981.64 370.85 383.77

Profit before Finance cost (as mentioned below), 120.72 134.66 55.90 70.82

Depreciation and Tax *

Finance Cost {including Interest (Net), Hedging Cost & 18.64 62.39 11.61 5.10 Foreign Exchange Loss (Gain)}

Depreciation 22.18 19.06 13.44 11.88

Profit before tax 79.90 53.21 30.85 53.84

Provision for taxation - Current Tax 13.53 17.83 11.09 14.96

- Deferred (2.30) 0.23 0.34 (1.19)

Net Profit after tax 68.68 35.15 19.41 40.07

Less: Minority Interest 7.62 1.55 — —

Net Profit for the Year 61.06 33.60 19.41 40.07

Balance in statement of Profit & Loss 182.98 168.98 203.09 181.69

Profit available for Appropriations 244.04 202.58 222.50 221.76

Less: Appropriations

Transfer to General Reserves (1.94) (4.01) (1.94) (4.01)

Transfer to Debenture Redemption Reserve (1.25) — (1.25) —

Interim Dividend {Rs.2.50 (Previous Year Rs. 1.75) per (8.35) (5.84) (8.35) (5.84) share}

Corporate Dividend Tax thereon (1.42) (0.02) (1.42) (0.02)

Corporate Dividend Tax on Preference Share Dividend — (0.93) — — declared by a Subsidiary Company

Proposed Dividend - Final (9.18) (7.52) (9.18) (7.52) {Rs.2.75 (Previous Year Rs.2.25) per share}

Corporate Dividend Tax thereon (1.56) (1.28) (1.56) (1.28)

Closing Balance 220.34 182.98 198.80 203.09

*Normalised EBITDA

Operating Performance:

Company Standalone

Revenue from operations decreased marginally by 3.37 % at Rs. 370.85 crores (previous year Rs. 383.77 crores). The Gross Profit (before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), PBIDT, decreased to Rs.55.90 crores (previous year Rs. 70.82 crores) on account of lower other income. Profit before Tax was at lower at Rs. 30.84 crores (previous year Rs.53.84 crores) and Profit after Tax decreased to Rs. 19.41 crores (previous year Rs. 40.07 crores) due to lower other income and increase in finance and depreciation cost.

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased to Rs. 5,030.87 crores (previous year Rs.3,981.64 crores). The Profit before Tax for the year rose to Rs. 79.90 crores (previous year Rs. 53.21 crores) an increase of 50% on year on year basis. The Profit after Tax for the year rose to Rs. 68.68 crores (previous year Rs.35.15 crores), an increase of 95 % on year-on year basis.

Liquid Segment

Revenues of the group for Liquid Division were higher for the year by 21 % at Rs. 130.82 crores (previous year Rs.107.51 crores) due to an increase in capacity and better capacity utilization. Normalised EBITDA increased to Rs. 83.47 crores compared to Rs.61.23 crores in previous year, an increase of 36.32 %. The revenues and margins continued to remain strong.

Gas Segment

The revenue for Gas Division during the year was Rs. 4,900.05 crores (previous year Rs. 3,874 crores). The revenues from LPG sourcing & terminal ling improved largely due to higher of-take by the national oil companies during the year. The normalized EBITDA decreased to Rs. 60.47 crores as compared to Rs. 95.14 crores, mainly due to the decline in margins and also due to lower volumes handled in the retail and distribution business.

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as India''s consumption of petroleum, LPG and chemicals increases.

The Company is poised to take advantage of these growth opportunities by setting up additional capacities of liquid and gas terminals at various ports with intermodal transport connectivity.

The Company follows a clear strategy: to build a necklace of oil, LPG and bulk liquid chemical terminals around the coastline of India at key ports and to develop a retail LPG distribution network of Auto gas stations and packed cylinder distributors.

Dividend

The company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors are pleased to recommend a final dividend of 27.5 % i.e. Rs. 2.75 per share aggregating to total dividend of 52.5 % i.e. Rs. 5.25 per share (including interim dividend of Rs.2.50 per share) for the year ended 31st March, 2014 (previous year Rs.4.00 per share), which if approved at the forthcoming Annual General Meeting will be paid to those equity shareholders of the Company whose names appear as per the Register of Members/ Depositories as on the Friday, 18th July, 2014.

New Projects and Expansion

The Group has continued to expand its presence in ports across the country in the context of expectations of continued growth in the imports and exports of bulk liquids and gases.

The Greenfield project of setting up a liquid terminal of 60,190 KL at Haldia has been completed and commissioned. The expanded facilities at Haldia shall enable the Company to service clients in the eastern and north-eastern states of India, as well as Nepal.

The Pipavav - Phase I Greenfield project was initiated in February 2013 to set up a liquid terminal of 1,20,000 KL and double storage capacity of the pressurized gases terminal to 5,400 MT. The Company has successfully part commissioned its liquids terminal six months ahead of the schedule. This project is well under way to full completion and will be fully commissioned during 2014-15. The expanded facilities at Pipavav Port will enable the Company to expand its horizons by catering to markets in northern and north-western India. The port is close to the main maritime trade routes linking Europe & Middle East with Asia giving an opportunity to the Company to handle products for the countries from this region as well. Post expansion the total capacity is set to reach over 5,00,000 KL in the Liquid Division and about 8,50,000 MT of throughput capacity in the Gas Division

The Company has acquired bottling plants in south India to widen the gas retailing distribution network and which would also help in more cost effective logistics of auto gas and packed cylinders.

Credit Rating

The credit rating agency, Credit Analysis and Research Ltd. (CARE) has continued to assign a short term credit rating of "A1 " (A One Plus) and long term rating of AA- (Double A Minus). Pursuant to the change in the business model to reduce the impact of foreign exchange rate, the company is not exposed to currency fluctuation. The company hopes to upgrade the long term rating in the current financial year.

Subsidiary Companies

The Company has nine wholly or partially owned subsidiaries as on 31st March 2014 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.

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 is prepared in accordance with the Accounting Standard (AS21) "CONSOLIDATED FINANCIAL STATEMENTS". The Consolidated Financial Statements include Financial Results of its Subsidiary Companies.

For information of members, a statement containing brief financial details of the Company''s subsidiaries for the year ended 31st March 2014 is included 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 accounts 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.

Fixed Deposits

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The outstanding fixed deposit as at the close of the financial year ended 31st March 2014 amounted to Rs. 0.41 crores.

The Company has paid deposits of Rs. 1.27 crores, which fell due for repayment during the financial year. However, an amount of Rs. 0.07 crores remained unclaimed by the depositors as at the close of accounting year. There were no overdue deposits other than those unclaimed at the year-end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

Corporate Governance

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

Management Discussion and Analysis

In compliance with Clause 49 of the Listing Agreement, 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 Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2014-15 have been paid to both the Stock Exchanges.

Non-convertible Debentures

The Company''s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the financial year 2014-15 have been paid.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Anil M. Chandaria, Director of the Company re- tires by rotation and being eligible, offers himself for re-appointment.

As per the provisions of Companies Act, 2013, Independent Directors are required to give a declaration that they meet the criteria of Independence in the first Board Meeting in which they participate as Director and thereafter at the first meeting of the Board in each financial year. Accordingly, existing Di- rectors of the Company Mr. Dineshchandra J. Khimasia, Mr. Rajnikant J. Karavadia and Mr. Kanwaljit S. Nagpal have declared their status of independence as per the criteria laid down under section 149(6) of the Companies Act, 2013. The Board of Directors on recommendation of Nomination and Remuneration Committee has perused their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the Company''s operations, your Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointment as Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149, 152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

The Board of Directors at their meeting held on 29th May 2014, on recommendation of Nomination and Remuneration Committee has appointed Mr. Rahul Asthana as Additional Director of the Company pursuant to section 161 of the Companies Act, 2013, who shall hold Office up to the ensuing Annual General Meeting. Further declaration as to Independence as per the criteria laid down under section 149(6) of the Companies Act, 2013 has also been received from Mr. Rahul Asthana and noted by the Board of Directors. The Company has received requisite notice from a member proposing Mr. Rahul Asthana for appointment as Independent Director. Your Directors therefore recommend the appointment of Mr. Rahul Asthana as Independent Director at the ensuing Annual General meeting to hold Office up to 5 (five) consecutive years up to 28th May 2019.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the Directors, their expertise and other details of Directors proposed to be appointed/ re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for appointment/ re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

Mr. Ratilal P. Chandaria ceased to be a Director of the Company with effect from 13th October 2013 due to his demise, and Mr. Vasantrai H. Pandya resigned from the Board of Directors of the Company with effect from 29th May 2014 due to his continued ill health. The Board of Directors sincerely acknowledges their efforts and places on record its deep sense of appreciation of valuable contributions made by them.

Auditors

Pursuant to section 58 of the Limited Liability Partnership Act, 2008 ("LLP Act") read with General Circular No. 09/ 2013 dated 30th April, 2013 issued by Ministry of Corporate Affairs, the Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accounts, Mumbai (ICAI Firm Registration No. 117366W) has been converted into Limited Liability Partnership (LLP) with the name "Deloitte Haskins & Sells LLP" (ICAI Firm Registration No. 117366W/ W-100018) with effect from 20th November, 2013.

The Auditors of the Company M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, holds Office until the conclusion of the ensuing Annual General Meeting. As per the transition provisions of sections 139, 141 of the Companies Act, 2013 and rules made there under, the Board of Directors of the Company recommends for members approval the re-appointment of the Auditors to hold Office from the conclusion of this Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting). The Company has received a written consent and a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The company carries out a monthly review of health, safety and environment compliance for all sites and carries out regular mock drills and emergency preparedness tests. 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.

World Environment Day, June 5th, was celebrated by planting 75 Saplings at the Terminals in Mumbai. The Group increased the recycling of water to reduce fresh water consumption.

Conservation of Energy, Technology Absorption, Exports & 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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, to the extent as are applicable to the Company, are given in Annexure ''A'' to the Directors'' Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

Directors'' Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2014 are in full conformity with the requirement of the Companies Act, 1956. The Financial Accounts are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells LLP.

The Directors further confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 profits of the Company for that year;

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

iv. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

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.

For and on behalf of the Board

Raj K. Chandaria Anish K. Chandaria

Place: Mumbai Vice Chairman & Managing Director & CEO

Dated: 29th May,2014 Managing Director

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Mar 31, 2013

TO THE MEMBERS OF THE COMPANY

The Directors have pleasure in presenting the 56th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. in crores) Group Consolidated Company Standalone

2012-13 2011-12 2012-13 2011-12

Revenue from Operation 3981.64 4463.83 383.77 284.30 Profit before Finance cost (as mentioned below),

Depreciation and Tax * 134.66 128.58 70.82 69.11 Finance Cost (including Interest (Net),

Hedging Cost & Foreign Exchange Loss (Gain) 62.39 70.23 5.10 4.25

Depreciation 19.06 17.45 11.88 11.35

Profit before tax 53.21 40.90 53.84 53.51

Provision for taxation - Current Tax 17.83 18.61 14.96 12.91

- Deferred 0.23 (0.09) (1.19) (0.45)

Net Profit after tax 35.15 22.38 40.07 41.05

Less: Minority Interest 1.55 2.70

Net Profit for the Year 33.60 19.68 40.07 41.05

Balance in statement of Profit & Loss 168.98 163.66 181.69 154.99

Profit available for Appropriations 202.58 183.34 221.76 196.04

Less: Appropriations

Transfer to General Reserves (4.01) (4.11) (4.01) (4.10)

Transfer to Debenture Redemption Reserve (2.50) (2.50) Interim Dividend

{Rs.1.75 (Previous Year Rs.Nil) per share} (5.84) (5.84)

Corporate Dividend Tax thereon (0.02) (0.02)

Corporate Dividend Tax on Preference Share

Dividend declared by a Subsidiary Company (0.93) Proposed Dividend - Final {Rs.2.25 (Previous Year Rs.2/-) per share} (7.52) (6.68) (7.52) (6.68)

Corporate Dividend Tax thereon (1.28) (1.08) (1.28) (1.08) Closing Balance 182.98 168.97 203.09 181.68

* Normalised EBIDTA

OPERATING PERFORMANCE COMPANY STANDALONE

The operating performance of the Company has shown consistent good results, whereby Revenue from operations increased by 35% at Rs. 383.77 Crores (previous year Rs. 284.30 Crores). The Gross profit (before interest (net), depreciation, tax, hedging cost & foreign exchange loss (gain), (PBIDT) ) increased to Rs. 70.82 Crores (previous year Rs.69.11 crores). Profit before Tax was maintained at Rs. 53.84 Crores (previous year Rs.53.51 crores) and Profit after Tax decreased marginally to Rs. 40.07 crores (previous year Rs.41.05 crores).

Liquid Division

The revenue and profitability of Liquid Terminal Division were higher on account of better product mix. The Company achieved segment revenue of Rs. 75.46 Crores (previous year Rs. 64.63 Crores) and segment profit of Rs. 33.22 Crores (previous year Rs.29.62 Crores).

Gas Division

Gas Volumes were better in respect of Gas Distribution business including Industrial Distribution and Autogas. However, Gas Logistics volumes were down due to lower off-take by National Oil Companies/ Petrochemical Sector. Segment revenue for Gas Division increased to Rs. 308.31 crores (previous year Rs.219.68 Crores) and Segment Profit also increased to Rs. 38.42 crores (previous year Rs. 35.12 Crores).

GROUP CONSOLIDATED

The Operating performance of the Group has witnessed an upward change. The Gross Profit (before interest (net), tax, hedging cost and Forex Gain (loss)) PBIDT increased to Rs. 134.66 Crores (previous year Rs. 128.58 crores). The Revenue for the year was Rs. 3981.64 Crores (previous year Rs. 4463.83 Crores). The Profit before Tax increased to Rs. 53.21 Crores (previous year Rs. 40.90 Crores) an increase of 30% on year on year basis. The Profit after tax also increased to Rs. 35.15 Crores (previous year Rs. 22.38 Crores), an increase of 57% on year-on year basis.

Liquid Division

Revenues of the group for Liquid division were higher for the year by 17 % at Rs. 107.51 Crores (previous year Rs. 92.23 crores) due to better Product Mix and increase in capacity due to debottlenecking efforts. Normalised EBIDTA increased to Rs. 61.23 Crores compared to Rs. 54.22 Crores, an increase of 13%. The Revenues continued to remain strong and margins stable. The Company has already initiated new greenfield projects in this business at Haldia and Pipavav thereby will be offering logistics facilities at multiple ports.

Gas Division

The revenue for Gas Division during the year was Rs. 3,874 Crores (previous year Rs. 4,372 Crores). The normalised EBIDTA increased to Rs. 95.14 Crores as compared to Rs. 85.05 Crores, an increase of 12%, mainly attributable to increase in volumes of higher margin Gas Distribution in Autogas and Packed Gas Cylinders and increase in sourcing fees. The Government''s LPG reforms as well as the Company''s penetration in new states/ cities for Gas Retailing has a favourable impact on the business.

The Company has now considerably changed the business model of wholesaling of Gas, thereby substantially reducing the risk of Foreign Exchange fluctuations.

OUTLOOK FOR THE COMPANY

The Oil and Gas logistics business continues to show good potential as India''s consumption of petroleum, LPG and chemicals increases.

The Company is poised to take advantage of growth opportunities by setting up additional capacities at different Ports in Liquid Logistics and by increase in turnaround times in Gas business.

The Policy change of Oil price deregulation and Cap on Subsidized Cylinders together with Direct Benefit Transfer (DBT) scheme to distribute subsidies for cooking gas, will further boost the growth opportunities for the Company in its Gas business.

The Company follows a clear strategy: to build a necklace of oil and chemical terminals around the coastline of India at key ports; to develop a network of inland terminals to service the oil companies; and to construct and develop a retail LPG distribution network of Autogas stations and commercial cylinder distributorship.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

The Directors are pleased to recommend the Final Dividend of 22.5% i.e. Rs.2.25 per Share aggregating to total dividend of 40% i.e Rs. 4 per Share(including interim dividend of Rs. 1.75 per share) for the year ended 31st March, 2013 (previous year Rs.2.00 per Share), which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear as per the Register of Members/ Depositories as on the Friday, i.e. 19th July 2013.

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/- each. The Company has deferred giving effect to this resolution.

NEW PROJECTS

The Company has continued undertaking new Projects at a pace requisitioned by the present industrial scenario of Oil & Gas.

The Greenfield Project of setting up Bulk Liquid Terminal of 60,190 KL at Haldia has progressed well. Phase I of the project with 25% capacity has already been commissioned and put to commercial use. The balance capacity shall get completed during the first half of FY 2014-15. The expanded facilities at the Eastern Port shall enable the Company to expand its horizons by catering to market of North-East and Eastern States.

The Group has now initiated a Project at Pipavav Port, Gujarat for setting up a Bulk Liquid and Gas Storage Terminal. The Project contains additional capacity of 120,000 KL of Bulk Liquid and 2700 MT of Gas.

The Project will augment the ability of Aegis to offer its customers a comprehensive portfolio of facilities for a large variety of cargoes at different ports. The expanded facilities shall enable the Group to expand its horizons by catering to untapped markets in Western Gujarat, North India, etc.

MARINE PRODUCTS DIVISION:

The Marine Products Division initiated in 2012 has continued doing well. During the year the Company has been able to expand the business of supplying Marine Fuels at Kochi Port also.

CREDIT RATING

During the year Short Term Credit Rating of "A1 ” (A One Plus) has been continued by Credit Rating Agency Credit Analysis and Research Ltd. (CARE). However, in view of very high volatility in the foreign exchange rates and consequent increase in hedging cost prevailed during 2011-12 and first half of 2012-13, Company''s long-term Credit rating was revised from "AA” to "AA-”(Double A Minus). The Company has since been successful in changing the business model during second half of 2012-13 to substantially reduce impact of foreign exchange rate and thereby the major risk of currency fluctuations has been done away with.

SUBSIDIARY COMPANIES

The Company has seven subsidiary/ wholly owned subsidiaries as on 31st March, 2013 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.

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 is prepared in accordance with the Accounting Standard (AS21) "CONSOLIDATED FINANCIAL STATEMENTS”. The Consolidated Financial Statements include Financial Results of its Subsidiary Companies.

For information of members, a statement containing brief financial details of the Company''s subsidiaries for the year ended March 31, 2013 is included 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 accounts 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.

FIXED DEPOSITS

During the year under review, the Company has not invited any fresh fixed deposits nor renewed any existing fixed deposits from its shareholders and general public. The outstanding fixed deposit as at the close of the Financial Year ended 31st March, 2013 amounted to Rs. 1.68 Crores.

Deposits of Rs. 3.52 Crores, which fell due for repayment during the financial year have been paid by the Company. However, an amount of Rs. 0.08 Crores remained unclaimed by the depositors as at the close of accounting year. There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits & interest thereon by the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Clause 49 of the Listing Agreement, 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 Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and the stipulated Listing Fees for the Financial Year 2013-14 have been paid to both the Stock Exchanges.

NON CONVERTIBLE DEBENTURES

The Company''s Redeemable Non-Convertible Debentures are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Ltd. and the stipulated Listing Fees for the Financial Year 2013-14 have been paid.

DIRECTORS

Pursuant to section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kapoorchand M. Chandaria, Mr. Ratilal P. Chandaria and Mr. Kanwaljit S. Nagpal, Directors of the Company retires by rotation and being eligible, offer themselves for re-appointment.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the aforesaid directors, their expertise and other details of Directors proposed to be re-appointed are provided in the Corporate Governance Report. Appropriate resolutions for re-appointment of the aforesaid directors are being placed for approval of the members at the ensuing Annual General Meeting.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

OCCUPATIONAL HEALTH, SAFETY & ENVIRONMENT

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Certificate of Merit was awarded to Mumbai Terminal for achieving Zero accident frequency rate in the Year 2011, in Maharashtra Safety Awards Competition organized by National Safety Council- Maharashtra Safety. The meritorious award was received through the hands of Chairman – National Safety Council, Maharashtra Chapter on 15th September, 2012.

The Company has rolled out Health, Safety & Environment (HSE) priorities including framing of "Aegis Group HSE Policy”, launching of "Aegis Golden Rules”, Group Level HSE performance measure, Remedial Action Plan tracker, in December 2012 taking a step forward in demonstrating sound HSE performance.

Periodic programmes and regular seminars are being arranged for middle and senior executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & 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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, to the extent as are applicable to the Company, are given in Annexure ''A'' to the Directors'' Report. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

DIRECTORS'' RESPONSIBILITY STATEMENT

the Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2013 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

HE DIRECTORS FURTHER CONFIRM THAT:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a ''going concern'' basis.

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.

For and on behalf of the Board

Place:Mumbai Raj K. Chandaria

Dated: 30th May, 2013 Vice- Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 55th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs. in crores)

Group Consolidated Company Standalone 2011-12 2010-11 2011-12 2010-11

Revenue from Operation 4463.83 1811.11 284.30 258.95

Gross Profit before Finance cost (as mentioned below) Depreciation and Tax 129.58 86.71 69.11 58.34

Finance Cost (including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain) 70.23 9.23 4.25 3.56

Depreciation 17.45 16.17 11.35 10.73

Profit before tax 40.90 61.31 53.51 44.55

Provision for taxation

- Current Tax 18.61 15.76 12.91 15.31

- Deferred (0.09) (1.54) (0.45) (0.47)

Net Profit after tax 22.38 47.09 41.05 51.21

Balance in statement of Profit & Loss 163.66 142.85 154.99 144.46

Profit available for distribution 186.04 189.54 196.04 175.57

OPERATING PERFORMANCE

Company Standalone:

The operating performance of the Company has shown better results whereby Profit before Tax increased to Rs.53.51 Crores (Previous year Rs.44.35 Crores) and Profit after Tax to Rs.41.05 Crores (Previous year Rs.31.21 Crores).

The Company earned gross profit (before interest (net), depreciation, tax, hedging cost & foreign exchange loss (gain), (PBIDT)) of Rs.69.96 Crores (Rs.58.72 Crores) during the financial year under review. The Liquid Logistics business has remained stable and the performance of Gas Business has increased mainly due to increased off take by petrochemical customers of Gas Logistics.

Group Consolidated:

Overall operating performance of the Group improved wherein Gross profit (before finance cost (net), depreciation, tax, hedging cost & foreign exchange loss (gain) (PBIDT) increased to Rs. 129.42 Crores (Previous Year Rs.86.80 Crores). However, higher hedging cost and mark to market provisioning towards revaluation of foreign currency debts has reduced the profit before tax to Rs.40.90 Crores (Previous year Rs.61.31 Crores) and profit after tax to Rs.22.38 Crores (Previous Year Rs. 47.09 Crores).

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs. 92.23 crores (Previous year Rs.87.04 crores) and the company achieved growth in segment profitability of 10% on year on year basis mainly due to good performance at Mumbai Terminals. The volumes have continued to witness an upward trend. Kochi Terminal Revenue remained subdued pending commencement of operation of other Jetty with deeper draft & Length Over All (LOA) on account of setting up Fire Fighting facilities at Jetty by Port.

Company has undertaken various initiatives towards increase in capacities and efficiencies and to strive for World Class Standards in operation of the Terminals.

The new project of setting up a Bulk Liquid Terminal at Haldia has commenced and currently achieved significant progress.

GAS DIVISION

The Gas Division revenue significantly increased to Rs.4,371 crores (previous year Rs. 1,724 crores). The Gross profit of Gas Division also improved largely driven by good operating performance on account of increased volumes of sourcing business by overseas subsidiary and that of petrochemical customers for Gas Logistics. Roll out of new Autogas stations and increase in volumes of Packed LPG also contributed towards higher profitability. Overall volumes were higher by 31% on account of higher logistics volumes by Public Sector Undertakings and Petrochemical Companies. The group profit of this business was, however, affected due to mark to market provisioning towards revaluation of foreign currency borrowings, creditors, etc.

The Company updated its Risk Management Policy to protect the property, earnings and personnel of the Company against losses and legal liabilities that may be incurred due to various risks.

OUTLOOK FOR THE COMPANY

With Oil & Gas Sector of India's economy expected to remain buoyant, the traffic at the Ports especially of Petroleum, Oil & Lubricants (POL products) is expected to grow in the coming years driven by increased consumption of POL products and Gas. The Company is poised to take advantage of such growth opportunities by setting up additional capacities at different Ports in Liquid Logistics and by increase in turnaround times in Gas business. Steady growth of Autogas business, leveraging network of Autogas Dealers for packed Gas business and substantial increase in volumes by PSU and Petrochemical customers are expected to continue towards volume based growth in Gas Business.

The newly launched business of Marine products is also progressing well at Mumbai Port and is expected to be extended at Kochi Port during the current financial year 2012-13.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

The Directors are pleased to recommend Dividend of 20% i.e. Rs.2/~ per Share (previous year Rs.4.00 per Share) for the year ended 31st March, 2012, which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date.

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/~ each. Giving effect to this resolution and fixing of record date shall be decided in due course.

OVERSEAS SUBSIDIARY

During the year. Aegis International Marine Services Pte. Ltd., (AIMS) a wholly owned subsidiary of the Company was established at Singapore with an objective of providing to Marine community extensive range of marine fuels, marine lubricants and other marine products at various Ports.

MARINE PRODUCTS DIVISION

During the year, the Company launched its Marine Products Division to offer World Class Fuels and Bunkers to shipping industry at various Ports with quality, safety and timely delivery.

EPC DIVISION

With the success of Operation & Maintenance (O&M) contracts in last few years. Company initiated Erection, Procurement & Commissioning (EPC) Division to undertake the O&M and EPC contracts relating to terminalling and logistics facilities of Oil, Gas & Chemicals. During the year Company was awarded contracts by ONGC (Nhava) and BPCL (Jetty Operations) at JNPT which will contribute towards revenue and profitability in FY13 onwards.

CREDIT RATING

Based on the operating and financial performance, the Company continues to have Long-term Credit 1 Rating of "AA" (Double A) and the short-term credit Rating of "AR1 " (AR One Plus) by Credit Rating Agency Credit Analysis and Research Ltd. (CARE).

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS 21) "Consolidated Financial Statements" notified under the Companies (Accounting Standards) Rules 2006, Consolidated Financial Statements of the Group are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India (MCA), has on 8th February, 2011 issued directions through a general circular, exempting Holding Companies from attaching specified particulars of its' Subsidiary Companies with the Balance Sheet of the Holding Company. The directions have been issued by MCA in terms of Section 212(8) of the Companies Act, 1956.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs. 5.18crores. Deposits of Rs. 0.10 crores which fell due for repayment before the close of the financial year remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Company's Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Listing Fees for the period of 1st April, 2012 to 31st March, 2013.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEBI Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. D. J. Khimasia, Mr. R. J. Karavadia retires by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors' Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY & ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-I8OOI (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Periodic programmes and regular seminars are being arranged for middle and senior Executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.37, 39 and 40 forming part of the Accounts.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2012 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, Prudent judgment and estimates are made 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 profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

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

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated: 29th May, 2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the 54th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

(Rs. in crores)

Group Consolidated Company Standalone

2010-11 2009-10 2010-11 2009-10

Sales and Other Income 1809.88 504.91 261.48 290.03

Gross Profit (before interest and 85.31 77.23 57.24 60.96 depreciation)

Profit before tax 61.31 43.02 44.35 49.42

Provision for taxation

- Current Tax 1577.22 12.22 13.61 11.57

-Deferred (154.68> (0.90) (0.47) (0.90)

Net Profit after tax 47.09 43.02 31.21 38.94

Balance in P&LA/c. 142.85 118.86 144.46 124.56

Profit available for distribution 189.54 161.89 175.67 163.50

OPERATING PERFORMANCE

The operating performance of the Group has shown better results, however, the performance of Company on Standalone has declined marginally, as above.

The Company earned gross profit before interest, depreciation and tax (PBIDT) of Rs.57.24 crores during the financial year under review. Profits before tax (PBT) stood at Rs.44.35 crores. Net profit after tax (PAT) was Rs.31.21 crores. Whereas Logistics business have achieved 12% growth, performance of Gas Business was reduced due to lower volumes in Industrial Gas Distribution.

Overall performance of the Group has increased substantially with PBIDT of Rs. 85.31Crores (Rupees 77.23 crores), PBTof Rs.61.31 crores (Rupees 43.02 crores) and PAT of Rs.47.09 crores (Rs.43.02 crores).

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs. 86.66 crores (Rs.81.02 crores) and the company achieved growth in profitability of 8% on YoY basis mainly due to good performance at Mumbai Terminals. The volumes have continued to witness an upward trend. Kochi Terminal Revenue remained subdued pending connectivity to other Jetty with deeper draft & Length Over All (LOA) and undergoing maintenance of a few tanks post clearance of molasses from these tanks.

Company has undertaken various initiatives towards better yield and efficiencies and to strive for World Class Standards in operation of the Terminals.

GAS DIVISION

The Gas Division revenue significantly increased to an amount of Rs.1,723.21 crores (previous year Rs.223.88 crores) largely due to activating overseas subsidiary into International Business of sourcing and shipping LPG for Third party customers. Roll out of new Autogas Stations, substantial increase in volumes of Gas Logistics and new business of Packed LPG by our Subsidiary Company contributed towards higher revenue and profitability of Gas Business. Overall volumes were higher by 57% during the year on account of higher logistics volumes by PSU and Petrochemical Companies. Roll out of Autogas Stations reached to 74 outlets including two Flagship Autogas Stations in Tier 1 City. All the factors led to increase segmental profit to Rs.44.15 crores (Previous year Rs.37.57 crores).

OUTLOOK FOR THE COMPANY

The outsource logistics market accounts for more than 25% of the total logistics market and is expected to grow at healthily pace and thus provides a huge untapped opportunities. Indias Port based Storage capacity in the Private Sector (3.8 Million KL) is very small by Global Standards. International commodities Traders are expanding their requirements for Global Storage capacity for arbitrage / contango strategies apart from trading and distribution in the growing Indian market. Domestic volumes of Petrochemical Industry are expected to grow by 8 - 9% over the medium term in line with Indias GDP growth. Deregulation of the Oil Sector is expected to improve business prospects, as new entrants, shall require integrated logistics services. Further, large portion of global chemical growth is expected in the Asia Pacific Region requiring infrastructure facilities.

Aegis continues its strategy to build a national Storage and Distribution network of Port Terminals, Inland Depots and Retail Outlets. Towards this, Company entered into an MOU with Pipavav Port for availing land for future expansion. Connectivity to new Jetty with higher Draft & LOA at Kochi Terminal is expected to revive the logistics business at Kochi. The Debottlenecking Plant at Mumbai Terminal is progressing well.

The volume growth in the Gas Business is expected to continue in the medium term mainly driven by increase in Throughput volumes by Petrochemical as well as PSU Companies, Industrial Packed Cylinders business and rolling out of more Autogas stations. Industrial Gas distribution showed a decline in volumes due to industrial customers shifting to CNG or International Gas Grid sourcing.

DIVIDEND

The company continues to evaluateand manage its dividend policy to build long term Shareholder value.

For the financial year 2010-11 an interim dividend of 20% (Rs.2/- per share) was declared and paid.

The Directors are pleased to recommend Final Dividend of 20% i.e. Rs.2/- per Share (previous year Rs.3.00 per Share) for the year ended 31st March, 2011, which if approved at the forthcoming Annual General Meeting will be paid to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date. The total Dividend for the year would then total to Rs.4/- per share.

SHARE CAPITAL

During the year 2010-11 the Company had issued and allotted 12506710 Equity Shares of Rs.10/- each as Bonus Shares in the proportion of two Bonus Shares for every existing 3 fully paid up Equity Shares and 2120190 Equity Shares of Rs.10/- each on Preferential Allotment basis to Infrastructure India Holdings Fund LLC.

Also during the year 2010-11 the Company had forfeited 29687 Equity Shares of the Company for non- payment of allotment monies and calls in arrears. The shares so forfeited were cancelled.

The paid up capital of the Company post Bonus Issue, Preferential Issue and Forfeiture of Shares was 33400000 Equity Shares of Rs.10/- each.

NEWACQUISITION

Apropos to the execution of documents relating to acquisition in the previous year, Company acquired 100% shareholding of Shell Gas (LPG) India Pvt. Ltd. (SGLIPL) on 1st April, 2010. Consequently, SGLIPL has become wholly owned subsidiary w.e.f. 1st April, 2010. The name of SGLIPL has since been changed to Aegis Gas (LPG)Pvt.Ltd.(AGPL).

SUB DIVISION OF SHARES

The Members vide resolution passed through Postal Ballot on 19th November, 2010 had approved the sub division of shares from the face value of Rs.10/- each to Rs.2/- each. Giving effect to this resolution and fixing of record date shall be decided in due course.

NEW SUBSIDIARY

During the year Aegis Gas (LPG) Pvt. Ltd. (AGPL), the wholly owned subsidiary of the Company acquired 100% Equity Shares of Hindustan Aegis LPG Ltd. (HALPG), from its erstwhile shareholders. Consequently HALPG ceased to be an associate and has become a wholly owned subsidiary of AGPL.

OVERSEAS SUBSIDIARY

Overseas Subsidiary at Singapore has been activated into International Gas Business of sourcing and shipping LPGforThird party customers. The activity is progressing well.

DEAL WITH APM TERMINALS

The Company entered into a major deal with APM Terminals, Pipavav to avail of sub-lease close to 100 acres of land for building a Global Oil and Petrochemical Storage complex.

O&M CONTRACT

The Company has been awarded the Operations & Maintenance (O&M) Contract for the product storage and dispatch operations of Bharat Oman Refinery Ltd. (BORL) at Bina in Madhya Pradesh signifying the Aegis expertise of the Company in Liquid Logistics and Operations & Maintenance.

CREDIT RATING

The operating and financial performance of the Company yielded financial solidity which has resulted into upgradation in Long-term Financial Rating from "AA-" to "AA" (Double A) by Credit Rating Agency. The Short- Term Credit Rating continues to be "PR1+" by CARE and "PI+" by CRISIL.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India (MCA), has on 8th February, 2011 issued directions through a general circular, exempting Holding Companies from attaching specified particulars of its Subsidiary Companies with the Balance Sheet of the Holding Company. The directions have been issued by MCA in terms of Section 212(8) of the Companies Act, 1956.

The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs. 6.62 crores. Deposits of Rs.0.29 crores which fell due for repayment before the close of the financial year, remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Companys Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. TheCompany has paid the ListingFees for the period of 1st April, 2011to31st March, 2012.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEBI Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. A. M. Chandaria, Mr. V. H. Pandya retires by rotation and being eligible offer themselves for re- appointment.

AUDITORS

The Auditors of the Company M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY* ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company is holding coveted certifications, viz. ISO-9001 (2008), ISO-14001 (2004) and OHSAS-18001 (2007) and thereby meet all Quality, Environmental Safety Standards specified under these Certifications.

Periodic programmes and regular seminars are being arranged for middle and senior Executives to impart training in respect of different functional and general management areas.

The Company continues to extend support to various Industry forums eg. Bombay Chamber of Commerce and Industry, Indian Merchant Chambers, Indian Chemical Counsel, etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.B.12.E, B.12.G & B.12.H of Schedule 18 forming part of the Accounts.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2011 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the FinancialYearandoftheprofitsoftheCompanyforthatperiod;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

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

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated: 30th May, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 53rd Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in crores)

2009-10 2008-09

Sales and Other Income 290.03 371.82

Gross Profit (before interest and depreciation) 60.96 47.32

Profit before tax 49.42 36.88

Provision for taxation - Current 11.37 8.87

- Fringe Benefit 0.00 0.25

- Deferred (0.90) (2.62)

Met Profit after tax 38.94 30.38

Balance in P & L A/C 124.56 108.41

Profit available for distribution 163.50 138.79

OPERATING PERFORMANCE

The Company earned gross profit before interest, depreciation and tax of Rs.60.96 crores during the financial year under review. Profits before tax stood at Rs. 49.42 crores. Net profit after tax was Rs.38.94 crores. During the period of changing industry conditions in 2009-10, each of the companys business segments achieved good results.

LIQUID LOGISTICS DIVISION

Revenues of the group for this division were higher for the year at Rs.81.03 crores (Rs.70.60 crores year earlier). The company achieved an increase of 15% on higher capacity utilization during the year. The Mumbai Terminals of the division operated at over 100%. Most of the chemical and petrochemical customers resumed normal imports during the year as the Indian economy saw swift recovery from the world wide financial and economic crisis. The Kochi terminal also generated revenue though subdued on clearance of past legacy issues. Business from petroleum companies continued to remain strong throughout the year.

The company understands the importance of technology in this segment and continues to invests consistently in it over a long period of time. The Six Sigma project initiated at the companys terminal has yielded considerable benefits in operating efficiencies. Here the goal is to achieve world class standards in delivering service to its customers.

GAS DIVISION

The Gas Division revenue stood at Rs. 223.96 crores for the year (Previous year Rs.315.60 crores). The Division had during the previous year witnessed large swings in international gas prices from $800/mt at one stage to $460 as oil and gas prices crashed. During the year the prices have stabilized back to normal level and hence the decrease in value terms in revenue. However the volumes were higher by 42% during the

year with larger share from petrochemicals and autogas in the product mix. The volumes in Industrial segment were broadly stable and rose in PSU and petrochemicals companies thruput. The Autogas volumes also registered an increase with rollout of 66th outlet during the year. During the year the company opened two flagship autogas stations in Tier 1 city.

TAKEOVER OF AEGIS GAS (LPG) PVT .LTD ( FORMERLY SHELL GAS (LPG) INDIA PVT. LTD)

In the ensuing financial year the Company has acquired Shell Gas (LPQ) India Private Limited (SQLIPL). The target Company has an import terminal at Pipavav Port, Cylinder filling facilities and a presence in the wholesale and packed LPQ in around eight major cities in Gujarat and Maharashtra. This acquisition will support the rapidly growing LPG Business of the Company.

STRATEGIC TIE UP WITH ESSAR

The Company has entered into a strategic alliance with Essar Oil Limited which entails a reciprocal arrangement wherein both the companies would sell each others fuels through their retail outlets.

This tactical coalition will cover 7 states which include Gujarat, Maharashtra, Karnataka, Madhya Pradesh, Andhra Pradesh, Rajasthan and Tamil Nadu, Aegis Autogas facilities will be setup at Essar Oils Retail Outlets (ROs) and MS/HSD facilities of Essar Oil Limited will be setup at Aegis Autogas Dispensing Stations (ADS). Bulk of the investments for adding such facilities on both sides will be undertaken by the Company, who views this association as a key strategic initiative in fast tracking their vision of rolling out Autogas Stations.

OUTLOOK FOR THE COMPANY

The company expects good growth in Logistics as chemical and petrochemical markets are expected to continue to grow. 60% of global chemical demand growth is expected to be in Asia Pacific. With a high quality portfolio of assets that is differentiated from competition, consistent commitment to technology and strength of functional organization will allow the company to deliver good results. In the case of its Kochi Terminal, the company was able to resolve its long standing legacy issue and is in active discussion with Kochi Port to provide additional operational flexibility to be able to cater to international size cargoes and enhance its capacity utilization. The company expects to continue operating at over 100% capacity utilization at both its existing Terminals at Mumbai. The expansion at its Mumbai Terminal is well underway and is expected to commence operations in the ensuing year providing growth in logistics.

The Gas Business continues to show good prospects for growth. This growth would be mainly driven by transportation sector. Diversifying the Companys Gas distribution into new segments like commercial/industrial packed cylinders and the strategic alliance with Essar Oil, along with companys focus on increasing the penetration of Autogas LPG will drive the growth in this segment during the ensuingyear.

DIVIDEND

The company continues to evaluate and manage its dividend policy to build long term Shareholder value.

For the financial year 2009-10 an interim dividend of 27.5% (Rs. 2.75 pershare) was declared and paid.

The Directors are pleased to recommend Final Dividend of 30% i.e. Rs.3/- per Share (previous year Rs.2.00 per Share) for the year ended 31st March, 2010, which if approved at the forthcoming Annual General Meeting will be paid in proportion to the amount paid up or credited as paid up to those Equity Shareholders of the Company whose names appear on the Register of Members as on book closure date. The total Dividend for the year would then total to Rs 5.75 per share.

BUY BACK

The Board of Directors at its meeting held on 9th July, 2009, in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998 passed a resolution to buy-back maximum 11,69,307 equity shares and minimum 584655 equity shares of the Company being 10% of the paid-up Equity Share Capital and free reserves of the Company aggregating to Rs. 1672.11 lacs, through open market purchases through Stock Exchanges up to a maximum price of Rs. 143 per share for a total value of Rs. 1672.11 lacs.

Accordingly, during the year, the Company had bought-back total of 10,20,473 equity shares at a price not exceeding Rs. 143 per share through open market transactions for an aggregate amount of Rs. 1406.82 lacs. The Buy back commenced from 14th August, 2009 and closed on 26lh February, 2010. The Shares so bought during the period have been extinguished.

Since the Company purchased its Equity Shares in excess of the requisite minimum number of Shares and pursuant to the provisions of the Buy Back Scheme, the Board decided to close the Buy-back of Equity Shares from the open market through Stock Exchanges with effect from 26lh February 2010. The acceptance of all Equity Shares bought back and completion of all payment obligations in respect of the Buy-back had been completed by that date.

Consequently the issue and paid up equity shares capital of the company stands reduced to Rs. 1876.94 lacs.

FINANCE / CREDIT RATING

The Company continues to be in a sound financial position with key ratios indicating sound financials. Lower financial gearing coupled with increased Net Worth will enable the Company to undertake Greenfield projects.

As per BASEL II and NCD ratings, the Company has received AA- rating for the Fund based/ Term Loan/NCD facilities and PR1 + rating for the Non Fund based facilities.

NON CONVERTIBLE DEBENTURES

During the year the Company has issued Secured Redeemable Non Convertible Debentures (NCDs) amounting to Rs. 25 crores through private placement with institutional investors. The said NCDs are listed on the Wholesale Debt Segment of National Stock Exchange of India Ltd (NSE) and are secured by the charge on the specific immovable properties of the Company ranking pari passu inter-se basis. IDBI Trusteeship Services Limited are acting as the Debenture Trustees for the said NCDs.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India, vide letter no. 47/331/2010-CL-III dated 29h April, 2010 has granted approval that the requirements to attach various documents in respect of subsidiary companies, as set out in Section 212(1) of Companies Act, 1956, shall not apply to the Company. Accordingly the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet. Financial information of the subsidiary companies, as required by the said order, is disclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FIXED DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the financial year amounted to Rs.7.38 crores . Deposits of Rs. 0.08 crores which fell due for repayment before the close of the financial year, remained unclaimed by the depositors at the close of the accounting year. There were no overdue deposits other than those unclaimed at the year end.

CORPORATE GOVERNANCE

A report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement together with a certificate of compliance from the Auditors, forms part of this report.

LISTING OF EQUITY SHARES

The Companys Equity Shares are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Listing Fees for the period of 1st April, 2010 to3rMarch, 2011.

The delisting application made to the Delhi Stock Exchange Association Ltd., pursuant to shareholders resolution dated 29th September, 2005 for voluntary delisting in compliance of SEB1 Delisting Guidelines, is still pending with the Stock Exchange and hence the listing fees from the year 2007-08 onwards is not payable.

DIRECTORS

Mr. K. M. Chandaria, Mr. R. P Chandaria and Mr. K.S.Magpal retires by rotation and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors of the Company M/s. Deloittee Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The notes to accounts referred to in the Auditors Report are self explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

HEALTH, SAFETY & ENVIRONMENT (HSE) AND RESPONSIBLE CARE

The Company continues to hold three coveted certifications, i.e. ISO 9001, ISO 14001 and OHSAS 18001.

The company has been admitted as a member of "British Safety Council" which has awarded the Company with a certificate to the effect stating that "Aegis Logistics Limited is committed to working towards Health, Safety and Environmental best practice".

Seminars are periodically arranged specially for Senior Executives on Stress Management. The Company imparts various training to its executives through various workshops, seminars on HSE, some of which are organized by the Company personnel themselves.

The Company continues to extend support to various Industry forums e.g. Bombay Chamber of Commerce and Industry, Indian Chemical Council etc. in the field of HSE and Infrastructure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 :

(i) Part A & B of the Rules, pertaining to conservation of energy & technology absorption are not applicable to the Company.

(ii) Foreign Exchange earnings & outgo are provided in Note No.B. 11 .Q & B. 11 .E of Schedule 18 forming part of the Accounts.

DIRECTORSRESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31s March, 2010 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors, Messrs Deloitte Haskins & Sells.

The Directors further confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made 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 profits of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

APPRECIATION

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

For and on behalf of the Board

Place: Mumbai K. M. Chandaria

Dated : 24th May, 2010 Chairman