|
To
The Members of the Company
The Directors have pleasure in presenting the 13th Annual
Report together with the Audited Financial Statements for the Financial year ended 31st
March, 2026.
FINANCIAL RESULTS - STANDALONE & CONSOLIDATED (INR. in lakh)
Particulars |
Consolidated |
Standalone |
|
2025-26 |
2024-25 |
2025- 2026 |
2024-2025 |
Revenue from
Operation |
92,307.82 |
78,921.21 |
64,212.48 |
51,799.75 |
Other Income |
3,746.55 |
3,163.09 |
13,853.31 |
3,089.90 |
Profit before
Finance cost (as mentioned below), Depreciation and Tax |
70,345.37 |
57,872.97 |
60,944.18 |
40,406.08 |
Finance Cost
[including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)] |
8,926.12 |
16,566.90 |
8,325.01 |
15,657.04 |
Depreciation and
amortization expense |
20,773.79 |
14,766.62 |
16,909.38 |
10,997.60 |
Profit before tax |
40,645.46 |
26,539.45 |
35,709.79 |
13,751.44 |
Provision for
Taxation-Current Tax |
3,011.42 |
2,455.71 |
- |
- |
-For earlier
years |
20.20 |
151.76 |
- |
113.44 |
Deferred Tax |
3,421.71 |
1,447.85 |
8,431.26 |
2,802.80 |
Total Tax Expense |
6,453.33 |
4,055.32 |
8,431.26 |
2,916.24 |
Profit for the
year |
34,192.13 |
22,484.13 |
27,278.53 |
10,835.20 |
Attributable to: |
|
|
|
|
Owners of the
Company |
31,046.93 |
20,043.67 |
27,278.53 |
10,835.20 |
Non-Controlling
interest |
3,145.20 |
2,440.46 |
|
|
Balance in the
statement of Profit & Loss at the beginning of the year |
31,692.72 |
11,649.05 |
NA |
NA |
Payment of
dividend by subsidiary companies |
(13,117.14) |
- |
- |
- |
Adjustment
arising from change in non- controlling interest |
6,010.97 |
- |
- |
- |
Tax on eliminated
intra-group dividend |
(850.62) |
- |
- |
- |
Retained Earnings
at the end of the year |
54,782.86 |
31,692.72 |
39,903.83 |
12,625.30 |
OPERATING PERFORMANCE
On Standalone basis
For the financial year 2025-26, the revenue from operations increased
by 23.96% at INR. 64,212.48 Lakhs as compare to INR. 51,799.75 Lakhs in the previous year
due to higher throughput volume. The Profit before Tax for the year was INR. 35,709.79
Lakhs as against INR. 13,751.44 Lakhs in the previous year. The company made a net profit
after tax (PAT) of INR. 27,278.53 Lakhs as compared to net profit of INR 10,835.20 Lakhs
in the previous year.
On Consolidated basis
At consolidated level, the revenue from operations increased by 16.96%
at INR. 92,307.82 Lakhs as compare to INR 78,921.21 Lakhs in the previous year) due to
higher throughput volume. The Profit before Tax for the year was INR. 40,645.46 Lakhs as
against INR. 26,539.45 Lakhs in the previous year. The company made a net profit after tax
(PAT) of INR. 34,192.13 Lakhs as compare to net profit of INR 22,484.13 Lakhs in the
previous year.
Liquid Logistics Division
Revenues of the group for Liquid Division is INR 44,047.40 Lakhs
(previous year INR 34,472.76 Lakhs) an increase of 27.77% due to higher earnings for the
year driven by the new liquid terminal capacities. EBITDA was INR 31,371.00 Lakhs compared
to INR 23,631.77 Lakhs in previous year. Despite competitive environment, the division is
able to maintain revenue and EBITDA. Future growth in this division will come from the
incremental capacity utilisation and high revenue products mix handled at JNPA, Haldia,
Kandla, Mangalore, and Kochi as well as future capacity additions at ports, which is also
expected to result in higher realisations.
Gas Terminalling Division
The revenue for Gas Division during the year was INR 48,260.42 Lakhs as
compared to INR 44,448.45 Lakhs the previous year, an increase of about 8.58% due to
higher throughput volume. The EBITDA increased to INR 41,451.34 Lakhs as compared to INR
36,263.71 Lakhs in previous year, an increase of about 14.31%. The revenues and margins
showed significant improvement.
During the financial year, there was no amount proposed to be
transferred from profit to the Reserves.
OUTLOOK FOR THE COMPANY
The chemicals and oil logistics business continues to show good
potential as India's import and exports of oil products and chemicals increase in
line with the growth of the Indian economy. The Operations of the Company are in good
order. In this context, the outlook for the Company remains positive.
NEW PROJECTS AND EXPANSION
Grounded in its core vision and mission, your Company continues to
operate as a vital enabler in transitioning into a sustainable India. Because our
infrastructure operations lie at the heart of this energy and industrial transition, the
mission to store, manage, and handle bulk liquids and gases in a safe, environmentally
conscious, and sustainable manner has become increasingly vital. The Company remains
actively positioned to evaluate and pursue high-value Mergers and Acquisitions (M&A)
opportunities to expand its market footprint.
Strategic Expansion in Ammonia Logistics:
To cement its leadership in sustainable gas infrastructure, the Company
is advancing its plan to acquire India's first independent Ammonia terminal at
Pipavav Port, Gujarat, featuring a static capacity of 36,000 MT (with rights of
acquisition assigned to Aegis Terminal Pipavav Limited from Aegis Logistics Limited as per
the Framework Agreement dated June 19, 2025). This transaction is expected to be
commissioned in the first half of the Financial year 2026-27.
LPG Infrastructure Enhancements and Asset Integration:
During the year under review, your Company successfully scaled up its
Liquefied Petroleum Gas (LPG) storage capacities through targeted asset integrations:
New Mangalore Terminal Asset:
On June 19, 2025, the Company completed the acquisition of an
operational LPG terminal at New Mangalore Port Authority (NMPA) with a designed storage
capacity of 82,000 MT. This acquisition successfully boosted the Company's total
static LPG capacity from 70,800 MT to 152,800 MT. Further infrastructure additions,
including the acquisition of an LPG Rail Loading Infrastructure and a downstream Bottling
Plant are currently underway.
Pipavav Terminal Asset:
The Company finalized the acquisition of a 48,000 MT Cryogenic static
storage LPG terminal at Pipavav Port on July 10, 2025, which was formally commissioned on
July 03, 2025.
Greenfield "J2 Project" at JNPA:
The development of the landmark greenfield terminal ("J2
Project") at the Jawaharlal Nehru Port Authority (JNPA) is progressing on schedule.
This capital-intensive project features an envisioned storage envelope of 77,286 MT of LPG
storage, 318,100 cbm of liquid product storage, and a specialized LPG Bottling Plant with
a processing capacity of 35,000 MT per annum. The total project involves a capital outlay
of INR. 1,67,500 Lakhs (INR. 1,675 Crores), with the phase-I liquid capacity
scheduled to commission in Q1 FY27.
Inaugural Entry into the East Coast Market via HALPG:
On January 06, 2026, the Company successfully executed the acquisition
of a 75% equity stake in Hindustan Aegis LPG Limited (HALPG) from its joint venture
shareholders, Aegis Gas (LPG) Private Limited and Vopak India B.V. Following the
completion of this transaction, HALPG has become a direct subsidiary of the Company.
This strategic acquisition adds a state-of-the-art 25,000 MT LPG
storage capacity asset at Haldia, marking your Company's debut into the high-demand East
Coast logistics market. With the successful onboarding of HALPG, your Company has forged a
nationwide network of four coastal LPG terminals located strategically at
Pipavav, Kandla, New Mangalore, and Haldia, offering a combined,
market-leading static capacity of 225,800 Metric Tons.
Kandla Port Expansion:
Development of a 94,148 CBM liquid storage terminal is currently
underway on a newly allotted 27,458 sq. meter plot at Kandla Port by CRL Terminal Private
Limited, a wholly owned subsidiary.
DIVIDEND
During the year under review, the Board of Directors of the Company at
its meeting held on May 28, 2026 has recommended the Final Dividend of 2% of INR. 0.20 per
share of face value of INR. 10/- each, which is subject to the approval of members at the
ensuing Annual General Meeting. In terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations'), the Board has formulated and adopted the Dividend Distribution Policy
on October 10, 2024. The Policy is available on the website of the Company. The Dividend
Policy sets out the parameters and circumstances which the Board may consider for
recommendation and/ or distribution of dividend to its shareholders and/or the utilization
of the retained earnings of Company. The Dividend Policy is available on the
Company's website at https://www.aegisvopak.com/investors#policies.
MATERIAL EVENTS DURING THE YEAR
Initial Public Offering (IPO) and Listing Of Equity Shares
During the financial year under review, your Company achieved a
historic milestone by transitioning into a publicly listed entity. The Equity Shares of
your Company were officially listed on the National Stock Exchange of India Limited (NSE)
and BSE Limited effective June 02, 2025. This milestone followed the successful completion
of an Initial Public Offering (IPO) comprising a fresh issue of 119,148,936 Equity Shares
of face value of INR. 10 each for cash at an issue price of INR. 235 per Equity Share
(including a share premium of INR. 225 per Equity Share), aggregating to INR. 2,80,000
Lakhs. The Issue constituted 10.75% of the post-Issue paid-up equity share capital of your
Company. The IPO witnessed robust participation from leading domestic and global
institutional investors, Non-Resident Indians (NRIs), High Net Worth Individuals (HNIs),
and retail investors. The Board of Directors is deeply gratified by and expresses its
profound gratitude for the trust reposed in the Company by its members. The Board also
places on record its sincere appreciation for the unwavering cooperation received from
regulatory authorities, Book Running Lead Managers, Stock Exchanges, Depositories, legal
counsels, advisors, consultants, auditors, and the dedicated employees of the Company
whose combined efforts rendered the IPO a grand success.
Repayment of loan out of Initial Offer Proceeds
As outlined in the Company's Prospectus dated May 28, 2025, one of
the objects of the Initial Public Offer ("IPO") was repayment or prepayment of
all or a portion of certain outstanding borrowings availed by the Company. In this regard,
borrowings availed by the Company amounting to INR. 2,01,595.30 Lakhs from HDFC Bank
Limited and DBS Bank India Limited have been entirely repaid on June 06, 2025 out of IPO
proceeds.
Key Business Transfer Agreements (BTAs) And Slump Sales
To enhance its operational capacities, the Company executed the
following strategic acquisitions during the fiscal year:
LPG Terminal at New Mangalore Port: On June 19, 2025, the Company
entered into a Business Transfer Agreement (BTA) with Sea Lord Containers Limited to
acquire an operational LPG Terminal possessing a Cryogenic static storage capacity of
82,000 MT at New Mangalore Port, via a slump sale on a going concern basis.
LPG Terminal at Pipavav Port: On July 10, 2025, the Company
executed a BTA with its promoter company, Aegis Logistics Limited (ALL), to acquire an LPG
Terminal featuring a Cryogenic static storage capacity of 48,000 MT at Pipavav, from ALL
on a slump sale basis.
Strategic Framework Agreements with Promoter And Related Entities
The Company and its subsidiaries executed the following structural
agreements during the year under review:
Ammonia Terminal at Pipavav Port (June 19, 2025):
A Framework Agreement with Aegis Logistics Limited (ALL) under which
the Company will acquire a specialized storage terminal for Ammonia at Pipavav Port,
possessing a static capacity of 36,000 MT, constructed and developed by ALL.
Kandla Terminal Assets (June 19, 2025): The Company's
wholly-owned subsidiary, CRL Terminals Private Limited (CRL), entered into a Framework
Agreement with ALL. Under this pact, CRL will acquire specialized storage terminal assets
at CRL-4 (NDDB) at Kandla with a total capacity of 94,148 cbm, engineered and developed by
ALL.
Greenfield "J2 Project" at JNPA (November 05, 2025): A
Framework Agreement with ALL enabling the Company to acquire a Greenfield Terminal
consisting of 77,286 MT of LPG storage capacity, 318,100 cbm of Liquid Products storage
capacity, and an LPG Bottling Plant with a 35,000 MT per annum capacity at the Jawaharlal
Nehru Port Authority (JNPA), to be constructed and developed by ALL.
Infrastructure Expansion at New Mangalore Port (January 30, 2026): A
Framework Agreement with Sea Lord Containers Limited to engage and authorize SCL for
setting up and expanding infrastructure, including LPG Rail Loading Infrastructure and a
Bottling Plant at the New Mangalore Port Authority (NMPA).
Strategic Corporate Acquisitions And Subsidiary Formations
Aegis Terminals (Pipavav) Limited (ATPL): On November 13, 2025, the
Company completed the acquisition of a 96% equity stake, representing 48,000 Equity Shares
of INR. 10 each, of ATPL from Aegis Gas (LPG) Private
Limited. Consequent to the acquisition, ATPL has officially become a
subsidiary of the Company.
Hindustan Aegis LPG Limited (HALPG): The Company entered into a
Share Purchase Agreement on January 02, 2026, with Aegis Gas (LPG) Private Limited (AGPL),
HALPG and Vopak India B.V (Vopak). Following completion on January 06, 2026, the Company
purchased 6,21,146 Equity Shares from AGPL (representing a 51% stake) and 2,92,303 Equity
Shares from Vopak (representing a 24% stake). Accordingly, HALPG has transitioned into a
direct subsidiary of the Company.
Inter-Company Deeds Of Assignment And Strategic Divestments
Deed of Assignment (March 26, 2026): The Company entered into a
Deed of Assignment with its subsidiary, ATPL, in relation to the direct assignment of
rights from the Company to ATPL to acquire the specialized storage terminal for Ammonia at
Pipavav Port.
Project-Specific Share Purchase Agreements (SPAs) for Corporate
Acquisitions
To aggressively expand its downstream asset base, the Company entered
into the following material Share Purchase Agreements during the current financial year:
Acquisition of Hindustan Aegis LPG Limited (HALPG): On January 02,
2026, the Company executed a definitive Share Purchase Agreement with Aegis Gas (LPG)
Private Limited (AGPL) and Vopak India B.V. Under this agreement, the Company acquired
6,21,146 equity shares (51% stake) from AGPL and 2,92,303 equity shares (24% stake) from
Vopak. Upon the closing of the transaction on January 06, 2026, HALPG became a subsidiary
of the Company.
Strategic Divestment in Aegis Terminals (Pipavav) Limited (ATPL): Following
the internal acquisition of a 96% stake in ATPL, the Company executed a Share Purchase
Agreement with ATPL and Itochu Corporation (Itochu) March 27, 2026. Under this agreement,
the Company transferred a 10% paid-up equity stake in ATPL to Itochu for a total aggregate
consideration of INR. 8,032 Lakhs to bring in global strategic expertise for the Ammonia
and LPG terminal tracks with eventually 25% acquisition by Itochu in 3 years time.
Issuance and Allotment of Non-Convertible Debentures (NCDs)
To fund its capital expenditure / project executions and the share
acquisition of Hindustan Aegis LPG Limited, your Company raised debt capital through
private placement modes. The Company issued and allotted Secured, Senior, Rated, Listed,
Redeemable Non-Convertible Debentures (NCDs) of a face value of INR. 1,00,000 each across
two distinct private placements: First Issuance: 66,000 NCDs were allotted on
November 07, 2025.
Second Issuance: 1,03,000 NCDs were allotted on January 05, 2026.
These issuances aggregating to INR. 1,69,000 lakh (INR. 1,690
crore) are successfully listed on the Debt Segment of the National Stock Exchange of India
Limited (NSE). The debt funds have been fully utilized for the explicit purposes for which
they were raised, and there have been no deviations or variations reported to the
Debenture Trustees.
In addition to the above, there were no material changes and
commitments affecting the financial positions of the Company which have occurred between
the end of the financial year of the Company and the date of this Report.
CREDIT RATING
For Equity
India Ratings and Research (Ind-Ra) affirmed the long-term rating of
the Company's bank facilities at IND AA / Positive (Double A/ Outlook: Positive).
India Ratings and Research (Ind-Ra) has assigned a short-term rating of
IND A1+ (A One Plus)
For Non-Convertible debentures
India Ratings and Research (Ind-Ra) assigned Non- Convertible
Debentures rating as IND AA/Positive (Double A/ Outlook: Positive).
DEBENTURE TRUSTEE
As required under SEBI Listing Regulation, the details of Debenture
Trustee are as under: Name: Axis Trustee Services Limited Address: The Ruby
2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai - 400 028 Tel No.
+91 22 6230 0451 Website: https://www.axistrustee.in/ Email: debenturetrustee@axistrustee.in
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the directions by Ministry of Corporate Affairs,
Govt. of India (MCA), the Consolidated Financial Statements of the Company as provided in
this Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS
110)CONSOLIDATED FINANCIAL STATEMENTS'. The Consolidated Financial Statements
include Financial Statements of its Subsidiary Companies. For information of members, a
separate statement containing salient features of the financial details of the
Company's subsidiaries for the year ended March 31, 2026 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 https://www.aegisvopak.com/
investors#financial-information.
Further,pursuanttotheprovisionsofSection136oftheAct,the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited financial statements in respect of subsidiaries, are available on the
Company's website on https:// www.aegisvopak.com/investors#financial-information. Pursuant
to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulation'), the Company has formulated a policy for determining
its material subsidiaries'. The said policy is uploaded on the website of the
Company https://www.aegisvopak.com/ investors#policies.
The Annual Report of the Company, the quarterly/half-yearly and the
annual results are also placed on the Company' s website
https://www.aegisvopak.com/investors#financial-information.
Material Subsidiary Companies
In accordance with Regulation 16(1)(c) and Regulation 24 of the SEBI
Listing Regulation, and the Company's Policy for Determining Material Subsidiaries,
Hindustan Aegis LPG Limited and CRL Terminals Private Limited were classified as material
subsidiaries of the Company during the financial year under review.
SUBSIDIARY COMPANIES
The Company has four subsidiaries as on 31st March, 2026,
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:
Konkan Storage Systems (Kochi) Private Limited
During the year under review, the revenue from operations is INR
2,132.32 Lakhs as against INR 1,877.28 Lakhs in the previous year. The Company's net
profit after tax stood at INR 601.17 Lakhs as against the net profit after tax of INR
294.55 Lakhs in the previous year.
CRL Terminals Private Limited
During the year under review, the revenue from operations was INR
9,050.52 Lakhs as compared to INR 8,431.17 Lakhs of the previous year. The Company's
net profit after tax stood at INR 2,410.04 Lakhs as compared to the net profit after tax
of INR 1 ,738.88 Lakhs in the previous year.
Aegis Terminal (Pipavav) Limited (w.e.f November 13, 2025)
The Company incurred normal expenditure of INR. 1.43 Lakhs during the
year (Previous year INR. 0.85 lakhs). The Company has not commenced any commercial
operations yet.
Hindustan Aegis LPG Limited (w.e.f January 06, 2026)
During the year under review, the revenue from operations was INR
16,912.49 Lakhs as compared to INR 16,813.01 Lakhs of the previous year. The
Company's net profit after tax stood at INR 13,516.22 Lakhs as compared to the net
profit after tax of INR 10,686.55 Lakhs in the previous year.
SHARE CAPITAL STRUCTURE
Authorized Share Capital
The Authorized Share Capital of the Company as of March 31, 2026, is
INR. 15,00,00,00,000 (Indian Rupees One Thousand Five Hundred Crores only) divided into
1,50,00,00,000 (One Hundred Fifty Crores) Equity Shares of face value of INR. 10 (Indian
Rupees Ten only) each.
Paid up Share Capital
The Issued, Subscribed, and Paid-up Share Capital of the Company as of
March 31, 2026, is INR. 11,07,99,14,890 (Indian Rupees One Thousand One Hundred and Seven
Crores Ninety-Nine Lakhs Fourteen Thousand Eight Hundred and Ninety only) divided into
1,10,79,91,489 (One Hundred Ten Crores Seventy-Nine Lakhs Ninety-One Thousand Four Hundred
and Eighty-Nine) Equity Shares of face value of INR. 10 (Indian Rupees Ten only) each.
The change in the paid-up capital base during the year is entirely
attributable to the fresh allotment of 119,148,936 Equity Shares made under the Initial
Public Offering (IPO) framework on June 02, 2025.
ALTERATION TO ARTICLES OF ASSOCIATION
Alteration of Articles of Association
During the year under review, the alteration in the Articles of
Association of the Company are as follows:
Postal Ballot dated October 03, 2025: The Members approved a
Special Resolution to alter the Articles of Association by inserting specific clauses
pursuant to Regulation 31B of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ensuring compliance with regulatory norms governing special shareholder
rights.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted or renewed
any deposits pursuant section 73 and 76 of the Act read with Companies (Acceptance of
Deposits) Rules, 2014. Hence the requirements for furnishing details relating to deposits
covered under Chapter V of the Companies Act, 2013 is not applicable.
CORPORATE GOVERNANCE
A report on Corporate Governance, in terms of Regulation 34(3) read
with Schedule V' of SEBI Listing Regulation 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 Regulation, a separate section on Management Discussion and Analysis, which
also includes further details on the state of affairs of the Company, forms part of this
Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Board of Directors of your Company comprises
of Eight (8) Directors consisting of a Managing Director and Seven (7) Non- Executive
Directors, out of which Four (4) are Independent Directors including one Woman Independent
Director. The constitution of the Board of the Company is in accordance with Section 149
of the Act, and Regulation 17 of SEBI Listing Regulations.
1. Composition of the Board as of March 31, 2026
The composition of the Board of Directors of the Company as of the end
of the financial year is detailed below:
Sr. No |
Name |
Designation |
Date of
Appointment |
1 |
Mr. Raj
Kapurchand Chandaria |
Chairman &
Managing Director |
May 28, 2013 |
2 |
Mr. Murad
Moledina |
Non-Executive
Director |
May 25, 2022 |
3 |
Mr. Wilfred Swee
Lim Guan</font> |
Non-Executive
Director |
December 05,
2022 |
4 |
Mr. Raj Kishore
Singh |
Independent
Director |
October 10, 2024 |
5 |
Mr. Kanwaljit
Singh Sudarshan Nagpal |
Independent
Director |
October 10, 2024 |
6 |
Ms. Uma
Mandavgane |
Independent
Director |
October 10, 2024 |
7 |
Mr. Lars Erik
Mikael Johansson |
Independent
Director |
February 12,
2025 |
8 |
Mr. Wimal Roy
Shylindra Kumar Samlal* |
Non-Executive
Director |
October 16, 2025 |
*Note: Appointed as an Additional Director w.e.f. October 16, 2025, and
subsequently regularized as a Non-Executive Director with the approval of the members via
a Postal Ballot process concluded on November 30, 2025.
2. Changes in the Composition of the Board During the Year
In accordance with Section 134(3)(q) of the Companies Act, 2013,
details of developments or cessations in the governance track during the financial year
under review are recorded below:
Sr. No |
Name |
Designation |
Nature of
Change |
Effective
Date |
1 |
Mr. Wimal Roy
Shylindra Kumar Samlal |
Non-Executive
(Non- Independent) Director |
Appointment |
October 16, 2025 |
2 |
Mr. Deepak
Gajanan Dalvi |
Non- Executive
(Non- Independent) Director |
Resignation |
October 16, 2025 |
Appointment
Mr. Wimal Roy Shylindra Kumar Samlal was appointed as an Additional
(Non-Executive, Non-Independent) Director of the Company with effect from October 16,
2025. Recognizing his strategic expertise, the Members of the Company subsequently
regularized his appointment as a Non-Executive Director via an Ordinary Resolution passed
through a Postal Ballot process concluded on November 30, 2025.
Resignation
Mr. Deepak Gajanan Dalvi resigned from his position as a Non-Executive,
Non-Independent Director of the Company effective from the close of business hours on
October 16, 2025, owing to personal and professional preoccupations. Mr. Dalvi has
confirmed that there are no other material reasons associated with his resignation.
The Board of Directors places on record its sincere appreciation and
deep gratitude for the invaluable guidance, strategic insights, and excellent
contributions made by him during his tenure as a Director of the Company.
Directors Retiring By Rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013, and the Articles of Association of the Company, Mr. Murad Moledina (DIN: 09537509),
Non-Executive, Non-Independent Director, is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment.
In compliance with Secretarial Standard-2 (SS-2) issued by the ICSI and Regulation 36(3)
of the SEBI Listing Regulation a brief resume, expertise, and other relevant
details of Mr. Murad Moledina are annexed to the Notice convening the ensuing AGM. Based
on the recommendation of the Nomination and Remuneration Committee, the Board recommends
his re-appointment to the Members for their approval.
Disclosure From Independent Directors
The Board is comprised of four Independent Directors as on March 31,
2026. The tenure of all Independent Directors is in accordance with the Companies Act,
2013 and SEBI Listing Regulations.
Pursuant to the provisions of Section 134 of the Companies Act, 2013
with respect to the declaration given by the Independent Director of the Company under
Section 149(6) of the Companies Act, 2013, the Board hereby 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 Regulation. 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.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) and Section 203 of the
Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following officials constitute the Key Managerial Personnel
(KMP) of the Company as of March 31, 2026:
Sr. No |
Name of the
KMP |
Designation |
1 |
Mr. Raj
Kapurchand Chandaria |
Chairman &
Managing Director |
2 |
Mr. Manoj Sharma |
Chief Financial
Officer |
3 |
Ms. Priyanka
Vaidya |
Company Secretary
and Compliance Officer |
There were no changes or movements in the positions of the Key
Managerial Personnel (Chief Financial Officer and Company Secretary) during the financial
year under review.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
(10) SEBI Listing Regulation, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the
working of its Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION/ FOREIGN EXCHANGE
EARNINGS & OUTGO
Details of energy conservation, technology absorption, exports &
foreign exchange earnings and outgo undertaken by the Company along with the information
in accordance with the provisions of section 134 of Companies Act, 2013 read with Rule 8
of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are
given in Annexure - A' to the Directors' Report.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to the remuneration and other details as required
under Section 197 (12) of the Act, and the Rules framed thereunder is enclosed as Annexure
- B' to the Board's Report.
The information in respect of employees of the Company required
pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 forms part of this Annual Report. However, in terms of Section 136 of the
Companies Act 2013, the Annual Reports are being sent to the Members and others entitled
thereto, excluding such information. The said information is available for inspection at
the registered office of the Company during working hours. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
BOARD COMMITTTEES
During the year under review, with a view to comply with the SEBI
Listing Regulation and with an objective to further strengthen the governance standards,
the Board had constituted following Committees : -a. Audit Committee; b.
Stakeholder's Relationship Committee; c. Nomination and Remuneration Committee; d.
Corporate Social Responsibility Committee and e. Risk Management Committee The above
Committees were re-constituted/constituted during the year with the approval of the Board.
The details of the re-constitution, constitution, composition, terms of reference , number
of Committee meetings held during the year under review and attendance of the Committee
members at each meeting are set out in the Corporate Governance Report which in included
herein by reference and forms part of the Annual Report.
DISCLOSURE OF COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY
COMMITTEE
The brief outline of the corporate social responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure E' of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which is a part of this report. This Policy is available on
the Company's website on https://www.aegisvopak.com/investors#policies.
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
In terms of Section 139 of the Companies Act, 2013, read with Companies
(Audit and Auditors) Rules, 2014 , the Members of the Company in their 11th
Annual General Meeting held on July 22, 2024 has approved the appointment of M/s. CNK and
Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W/W- 100036), as
statutory Auditors for a period of 5 (five) consecutive years from the conclusion of 11th
Annual general meeting ("AGM") until the conclusion of the 16th AGM
to be held for the financial year ending on 31st March, 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 selfexplanatory
and does not call for any further comments.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
In compliance with SEBI Listing Regulations as amended, shareholder
approval is mandatory for the appointment and tenure of Secretarial Auditors.
Following the Company's listing on the BSE Limited and the
National Stock Exchange of India Limited on June 02, 2025, the Board of Directors
recommended the appointment of M/s. Naithani & Shetty Associates, Practicing Company
Secretaries (Peer Review No: 6548/2025), which was subsequently approved by the Members at
the 12th Annual General Meeting held on August 14, 2025. The auditors have been
appointed for a term of 5 (five) consecutive financial years spanning from FY 2025-26 to
FY 2029-30.
Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial
Audit Report for the financial year concluded March 31, 2026, is attached as "Annexure
- D". There are no qualifications, reservations, adverse remarks, or disclaimers
made by the Secretarial Auditor in the said report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, neither the statutory auditors or
Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act,
any instances of fraud 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 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 AND ENVIRONMENT
The emphasis on OHSE continues at all of the terminals of the company.
The Company is committed to the best standards in safety and continuously monitors
relevant matters. In addition to periodic reviews by the management, the Company has
formed a high-level committee comprising of three directors and other Company executives,
wherein matters concerning the subject are discussed. Safety drills are regularly carried
out at all facilities.
Although the company has a low carbon footprint, efforts are underway
to reduce the impact on the environment and improve environmental sustainability;, it
continues to monitor emissions with the installation of a continuous monitoring system at
two locations and investing in pollution control systems. The company has engaged leading
engineering Institutes to design equipment and model the impact on the environment. These
efforts ensure that we are making progress towards our commitment to a more sustainable
future.
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors would like to inform the Members that the Audited
Accounts for the financial year ended 31st March, 2026 are in full conformity
with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the
Statutory Auditors, M/s. CNK & Associates LLP.
The Directors further confirm that: a. In the preparation of the annual
accounts, the applicable 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 profit of the company for that period; 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 Company actively reviews
the adequacy and effectiveness of the Internal control systems and suggests improvements
to strength the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
SIGNIFICANT AND MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS
There are no significant and material orders passed 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 Listing Regulation, the Audit Committee comprised of three Directors, out of which
two are Non-Executive Independent Directors and one is Executive Director.
The members of Audit Committee as on March 31, 2026 are as follows:
1. Mr. Raj Kishore Singh - Chairman
2. Mr. Raj K. Chandaria
3. Mr. Lars Erik Mikael Johansson
During the year, the Board of Directors of the Company had always
accepted the recommendations of the Audit Committee.
The details of Committee and its terms of reference are also set out in
the Corporate Governance Report forming part of the Board's Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company, pursuant to Section 177 of Companies Act, 2013 read along
with the rules made thereunder and Regulation 22 of SEBI Listing Regulation, 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
https://www.aegisvopak.com/investors#policies.
ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3) OF COMPANIES ACT, 2013
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at company's website -
https://www.aegisvopak.com/investors#disclosure-regulation-46-SEBI-LODR-2015.
POLICY RELATING TO APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER DETAILS
In terms of the provisions of Section 178 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19
of SEBI Listing Regulation, the Nomination and Remuneration Committee
(N & R) comprised of three Directors, all of them are Non-Executive
Directors of the Company.
The Members of the N & R Committee as on March 31, 2026 are as
follows:
1. Mr. Raj Kishore Singh- Chairman
2. Mr. Kanwaljit Singh Sudarshan Nagpal
3. Mr. Lars Erik Mikael Johansson
The N&R Committee identifies persons who are qualified to become
Directors and who may be appointed in Senior Management in accordance with the laid down
criteria, recommend to the Board their appointment and renewal and shall carry out
evaluation of every Director's performance. The Committee formulates criteria for
determining qualifications, positive attributes and independence of a Director and
recommends to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employees.
The Nomination and Remuneration Policy of the Company on
Directors'appointmentandremunerationincludingcriteriafor determining qualifications,
positive attributes, independence of a Director and other matters provided under
sub-section (3) of Section 178, is available on the website of the Company at
https://www.aegisvopak.com/investors#policies.
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 of the Companies Act 2013. Accordingly, the Company is exempt from the
provisions of Section 186. However, details of loan are given in the notes to the
Financial Statements.
DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED
PARTIES
-
The Company has adopted a Related Party Transactions Policy. The Audit
Committee reviews this policy from time to time and also reviews and approves all related
party transactions (RPTs'), to ensure that the same are in line with the
provisions of applicable law and the Related Party Transactions Policy. The Policy on
Materiality of and dealing with Related Party Transactions was amended in line with SEBI
Listing Regulation. The policy on Materiality of and dealing with Related Party
Transactions as approved by the Board is uploaded on the Company's website at https://www.aegisvopak.com/investors#policies.
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. a There are no significant RPTs 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 transactions entered during the year were entered with its holding
Company/subsidiaries/fellow subsidiaries on arms length basis and in ordinary course of
business. The disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Act, in Form AOC-2 forms part of this Report and is placed at
Annexure-C'.
In 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 as on March 31, 2026:
1. Mr. Kanwaljit Singh Sudarshan Nagpal (Chairman)
2. Mr. Wilfred Swee Guan Lim
3. Mr. Rajiv Chohan
The Committee lays down procedures to inform Board members about the
risk assessment and minimisation procedures, monitor and review risk management plan and
for carrying out such other functions as may be directed by the Board.
The Company adopted a risk management policy including identification
therein of elements of risk, and action taken by the Company to mitigate those risks.
The specific objectives of the Risk Management Policy are to ensure
that all the current and future material risk exposures of the company are identified,
assessed, quantified, appropriately mitigated and managed, to establish framework for the
company's risk management process and to ensure companywide implementation, to ensure
systematic and uniform assessment of risks related with Oil, Gas & Chemicals Logistics
business, to enable compliance with appropriate regulations, wherever applicable, through
the adoption of best practices and to-assure business growth with financial stability.
The details of Committee and its terms of reference are also set out in
the Corporate Governance Report forming part of the Board's Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION
There were no material changes and commitments, which affected the
financial position of the company between the end of the financial year of the company to
which the financial statement relates and the date of the report.
DISCLOSURE RELATING TO BOARD AND BOARD COMMITTEES AND POLICES
During the year ended March 31, 2026, 19 Board Meetings were held on
the following dates :
1. April 25, 2025
2. May 12, 2025
3. May 20, 2025 - 1
4. May 20, 2025 2
5. May 23, 2025
6. May 28, 2025
7. May 29, 2025 1
8. May 29, 2025 2
9. June 19, 2025 10. August 07, 2025 11. October 16, 2025 12. October
28, 2025 13. October 29, 2025 14. November 06, 2025 15. November 07, 2025 16. December 04,
2025 17. January 05, 2026 18. January 29, 2026 19. March 26, 2026
The intervening gap between any two meetings was within the period
prescribed under Companies Act, 2013.
The detailed composition of the Board of Directors along with the
number of Board Meetings has been provided in the Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards (as
amended from time to time) on Board Meetings and General Meetings issued by The Institute
of Company Secretaries of India and approved by Central Government under section 118(10)
of the Companies Act, 2013.
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.
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.
During the year ended 31st March, 2026, there were nil
complaints recorded pertaining to sexual harassment.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulation,
mandatory BRSR filing applies to the top 1,000 listed companies based on market
capitalization.
Following the successful listing of your Company's specified
securities on June 02, 2025, the recognized Stock Exchanges (BSE and NSE) compiled the
evaluation list based on the average market capitalization from July 01, 2025, to December
31, 2025. Your Company was officially ranked within the Top 1,000 listed entities in the
list published on December 31, 2025.
Accordingly, BRSR is not applicable to the Company for FY 2025-26. The
mandatory BRSR disclosure will be published from FY 2026-27 onwards.
COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961
As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules,
2014, the Company has complied with the applicable provisions relating to the Maternity
Benefit Act, 1961 during FY 2025-26.
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 2025-26.
DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014
During the year, there were no instances of one time settlement with
Bank/Financial Institutions.
APPRECIATION
Your Directors place on the record their appreciation of the
contribution made by the employees at all levels who, through their competence, diligence,
solidarity, co-operation and support, have enabled the Company to achieve the desired
results during the year.
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the authorities of Port Trust, Bankers, Central and State
Government Departments, Shareholders, Suppliers and Customers.
|
For and on behalf
of the Board of Directors |
|
Raj K.
Chandaria |
Place: Toronto |
Chairman &
Managing Director |
Date: 28th
May, 2026 |
DIN : 00037518 |
|