The Directors have pleasure in presenting the 69th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2026.
Financial Performance (inr in lakh)
|
Particulars
|
On Consolidated basis
|
On Standalone basis
|
| |
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from Operations
|
8,33,320.52
|
6,76,379.24
|
4,49,154.46
|
2,97,677.91
|
|
Other Income
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32,658.56
|
20,835.52
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56,263.77
|
26,077.28
|
|
Profit before Finance cost (as mentioned below), Depreciation and Tax
|
156,032.66
|
112,021.29
|
1,10,306.67
|
58,709.33
|
|
Finance Cost [including Interest (Net), Hedging Cost & Foreign Exchange Loss (Gain)]
|
(7,223.08)
|
(2,084.67)
|
(9,071.73)
|
(10,893.24)
|
|
Depreciation and amortisation expense
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19,931.71
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15,223.69
|
2,145.12
|
1,827.01
|
|
Profit before tax
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143,324.03
|
98,882.27
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1,17,233.28
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67,775.56
|
|
Income tax expense - Current Tax
|
37,338.42
|
21,280.53
|
23,135.81
|
18,658.24
|
|
- Adjustments in respect of
|
36.13
|
(2.81)
|
62.07
|
(84.24)
|
|
earlier year
|
|
|
|
|
|
- Deferred tax
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(4,713.56)
|
(1,136.94)
|
(319.85)
|
(3,698.53)
|
|
Profit for the year
|
1,10,663.04
|
78,741.49
|
94,355.25
|
52,900.09
|
|
Attributable to:
|
|
|
|
|
Owners of the Company
|
89,815.38
|
66,337.79
|
NA
|
NA
|
|
Non-Controlling Interest
|
20,847.66
|
12,403.70
|
NA
|
NA
|
|
Balance in the statement of Profit & Loss at the beginning of the year
|
2,59,403.08
|
2,33,549.19
|
2,19,150.71
|
1,77,658.12
|
|
Profit for the Year (attributable to owners)
|
89,815.38
|
66,337.79
|
94,355.25
|
52,900.09
|
|
Adjustment arising from change in non-controlling interest
|
(1,95,528.09)
|
(30,539.38)
|
NA
|
NA
|
|
Impact of common control business combinations
|
16,684.26
|
1,462.98
|
NA
|
NA
|
|
Payment of Dividend on equity shares - Interim
|
(7,020.00)
|
(4,387.50)
|
(7,020.00)
|
(4,387.50)
|
|
Payment of Dividend on equity shares - Final
|
(21,060.00)
|
(7,020.00)
|
(21,060.00)
|
(7,020.00)
|
|
Retained Earnings at the end of the year
|
1,41,914.31
|
2,59,403.08
|
2,85,425.96
|
2,19,150.71
|
|
Tax on eliminated intra-group dividend
|
(380.32)
|
NA
|
NA
|
NA
|
|
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
For the financial year 2025-26, the revenue from operations increased by 50.88% at INR 4,49,154.46 Lakhs as compare to INR 2,97,677.91 Lakhs in the previous year due to higher LPG trading and throughput volume. The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain)], PBIDT is INR 1,10,306.67 lakh. Profit before Tax (PBT) for the year increased by 72.97% i.e; INR 1,17,233.28 lakh as against INR 67,775.56 lakh in the previous year.
The Profit after Tax (PAT) for the year also increased by 78.37% i.e; INR 94,355.25 lakh as compared to INR 52,900.09 lakh in the previous year.
On Consolidated basis
For the financial year 2025-26, the revenue from operations increased by 23.20% at INR 8,33,320.52 Lakhs as compare to INR 6,76,379.24 Lakhs in the previous year due to higher LPG trading and throughput volume. The Profit before Tax (PBT) for the year is increased by 44.94% i.e. INR 1,43,324.03 lakh as against INR 98,882.27 lakh in the previous year.
The Profit after Tax (PAT) for the year also increased by 40.54 % at INR 1,10,663.04 lakh as against INR 78,741.49 lakh for the previous year.
Liquid Segment
Revenues for Liquid Division is INR 64,391.41 lakh (previous year INR 64,976.53 lakh). The EBITDA stood at INR 47,235.48 lakh compared to INR 49,833.35 lakh in previous year.
Gas Segment
The revenue for Gas Division during the year was INR 768,929.11 lakh as compared to INR 6,11,402.71 lakh the previous year. The EBITDA increased by 68.79% i.e.; INR 1,12,658.72 lakh as compared to INR 66,745.27 lakh in previous year, mainly due to highest-ever volumes in both the logistics / throughput and distribution sub-segments.
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 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 Company continues to evaluate and manage its dividend policy to build long term shareholder value. The Policy is uploaded on the Company's website at https://aegisindia. com/investor-information/#policies-and-codes
Dividend Payouts
During the period under review, the dividend payouts and recommendations are detailed as follows:
? Interim Dividend (FY 2025-26): The Board of Directors, at its meeting held on June 19, 2025, declared an Interim Dividend of 200% i.e., INR 2/- per equity share of face value of INR 1/- each. The said interim dividend was paid to eligible shareholders on July 04, 2025.
? Proposed Final Dividend (FY 2025-26): Further, the Board of Directors, at its meeting held on May 29, 2026, has recommended a Final Dividend of 670% i.e., INR 6.70 per equity share of face value of INR 1/- each for the financial year ended March 31, 2026, which is subject to the approval of members at the ensuing Annual General Meeting.
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 continues to explore growth opportunities, including strategic investments and business expansion initiatives, 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 full utilization.
New Capacity addition of 61,000 kiloliters of liquid storage at Pirpau, Mumbai Port which will enable the Company to meet both current and future demands from existing as well as new customers and also ease the load on the existing liquid storage facilities of the Company at Mumbai. The capacity addition will also reinforce operational resilience and enhance our competitive positioning.
At JNPA, construction and development of the landmark greenfield terminal (The J2 Project) on 30 acres of allocated land is progressing on schedule. This multi-asset infrastructure development involves 318,100 cubic meters of new liquid product storage, 77,286 metric tons of cryogenic LPG capacity, and a specialized LPG Bottling Plant with a processing capacity of 35,000 MT per annum. Phase-I liquid storage capacity is expected to be commissioned in H1 FY27.
At Pipavav Port, the Group commissioned a cryogenic LPG terminal with a static storage capacity of 48,000 MT in July 2025.
At the same port, construction of India's first independent Ammonia Terminal with a static storage capacity of 36,000 MT is progressing well and is expected to be commissioned in H1 FY 2026-27.
At Kandla Port, the Group has been allotted a plot for construction and development of liquid terminal with a storage capacity of 94,148 cubic meter. This is expected to enhance the Group's presence and strengthen its storage infrastructure at the location, where it already has significant existing capacities.
At Haldia Port, the Group made its debut in the East Coast logistics market via HALPG, adding 25,000 MT of LPG storage capacity at Haldia.
Material events during the year under review:
Strategic Framework Agreement: Ammonia Terminal at Pipavav Port (June 19, 2025)
During the year under review, the Company executed a strategic Framework Agreement with its subsidiary, Aegis Vopak Terminals Limited ("AVTL"). Under the terms of this agreement, AVTL will acquire a specialized Ammonia storage terminal located at Pipavav Port. The terminal, which boasts a static capacity of 36,000 MT, was entirely constructed and developed by the Company.
Business Transfer Agreement: Cryogenic LPG Terminal (New Mangalore Port) (June 19, 2025)
During the period under review, Sea Lord Containers Limited ("SCL"), a wholly-owned subsidiary of the Company, entered into a Business Transfer Agreement ("BTA") with AVTL. Pursuant to the BTA, SCL will transfer its Cryogenic LPG Terminal—situated at New Mangalore Port with a static storage capacity of 82,000 MT—to AVTL on a slump sale basis.
Business Transfer Agreement: Cryogenic LPG Terminal (Pipavav Port) (July 10, 2025)
During the period under review, the Company and Aegis Vopak Terminals Limited ("AVTL"), its subsidiary Company, entered into a Business Transfer Agreement ("BTA") with AVTL. Pursuant to the BTA, SCL transfer Liquified Petroleum Gas (LPG) Terminal having Cryogenic static storage capacity of 48,000 MT at Pipavav, to AVTL on a slump sale basis.
Infrastructure Expansion via Strategic Framework Agreement (NMPA)(January 30,2026)
During the period under review, Sea Lord Containers Limited ("SCL"), its wholly owned subsidiary and Aegis Vopak Terminals Limited ("AVTL") its Subsidiary Company, entered a Framework Agreement
Under the terms of this agreement, AVTL intends to engage SCL for setting up and development of infrastructure inter alia, LPG Rail Loading Infrastructure and Bottling Plant at New Mangalore Port Authority (NMPA).
Greenfield "J2 Project" at JNPA (November 05, 2025)
During the period under review, the Company has entered into a Framework Agreement with AVTL, Subsidiary. Under the terms of this agreement, AVTL enables to acquire a Greenfield Terminal, to be constructed and developed by the Company 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 Company.
Intragroup Restructuring and Share Transfers
? Share Transfer of Aegis Terminal (Pipavav) Limited (ATPL) (November 13, 2025)
During the period under review, Aegis Gas (LPG) Private Limited (AGPL), a wholly owned subsidiary of the Company has transferred/sale of 96% equity stake in Aegis Terminal (Pipavav) Limited (ATPL), comprising
48.000 equity shares of INR 10 each to Aegis Vopak Terminals Limited (AVTL) at par.
? Share Transfer of Hindustan Aegis LPG Limited (HALPG) (January 02, 2026)
During the period under review, Aegis Gas (LPG) Private Limited ("AGPL"), wholly owned subsidiary of the Company, entered into Share Purchase Agreement with Aegis Vopak Terminals Limited ("AVTL") along with Vopak India B.V. for sale/transfer of 6,21,146 equity shares held by AGPL in Hindustan Aegis LPG Limited ("HALPG") and 2,92,303 Equity shares held by Vopak India B.V. in HALPG aggregating to 75% equity stake in HALPG to AVTL.
These transactions successfully centralizes the terminal asset portfolio under the specialized joint-venture Company, AVTL paving the way for synchronized business scaling and drive operational synergies.
Asset Transfer Framework Agreement: CRL Terminals Private Limited (June 19, 2025)
The Company entered into a Framework Agreement with CRL Terminals Private Limited ("CRL"), a subsidiary of AVTL. Under this arrangement, CRL will acquire specialized storage terminal assets designated as CRL-4 (NDDB) at Kandla port, featuring a capacity of 94,148 cbm.
Initial Public Offering (IPO) and Listing of Aegis Vopak Terminals Limited (June 02, 2025)
During the year under review, the Company's material subsidiary, AVTL, successfully concluded its Initial Public Offering ("IPO"). Subsequently, its equity shares were successfully listed and admitted for trading on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") with effect from June 02, 2025.
Key Details of the IPO:
? Issue Structure: The IPO comprised a fresh issue of 11,91,48,936 equity shares of face value of INR 10/- each.
? Pricing & Size: The shares were issued at a price of INR 235/- per equity share (inclusive of a share premium of INR 225/- per equity share), aggregating to INR
2.80.000 Lakhs.
? Impact on Shareholding and Group Structure:
Consequent to the allotment of shares under the IPO, the Company's equity stake in AVTL diluted from 50.10% to 44.71% of the post-issue paid-up equity share capital.
However, your Company continues to retain management control over AVTL. Consequently, AVTL remains a subsidiary, and its financial accounts will continue to be consolidated with the financial statements of the Company in compliance with applicable accounting standards.
Issuance and Listing of Non-Convertible Debentures (NCDs) by Aegis Vopak Terminals Limited (AVTL)
To strategically fund ongoing capital expenditure, project executions, and the equity acquisition of Hindustan Aegis LPG Limited ("HALPG"), debt capital was raised through private placement modes by Aegis Vopak Terminals Limited ("AVTL"), a subsidiary of the Company.
AVTL issued and allotted Secured, Senior, Rated, Listed, Redeemable Non-Convertible Debentures ("NCDs") of face value 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.
Credit Rating
During the year under review, the Company's credit ratings were reaffirmed by leading rating agencies, reflecting its strong financial growth.
India Ratings and Research (Ind-Ra) has affirmed the Company's existing credit rating maintaining a short-term rating of IND A1 (A One Plus) and a long-term rating of IND AA (Double A) while revised the outlook on the Company's bank facilities from Stable to Positive.
CARE Ratings Limited (CARE) reaffirmed the Company's credit rating, retaining a short-term rating of CARE A1 (A One Plus) and a long-term rating of CARE AA with a Stable outlook (Double A/ Outlook: Stable) on the Company's bank facilities.
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, 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://aegisindia.com/investor-information/#financial-information
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website on https://aegisindia.com/investor-information/#financial-information
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 on https://aegisindia.com/investor-information/#policies-and-codes
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 https://aegisindia. com/investor-information/#financial-information
Material Subsidiary Companies
In accordance with Regulation 16(1)(c) and Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), and the Company's Policy for Determining Material Subsidiaries, Aegis Gas (LPG) Private Limited and Aegis Group International Pte. Limited were classified as material subsidiaries of the Company during the financial year under review.
Subsidiary Companies
As of March 31, 2026, the Company had ten subsidiaries, including step-down subsidiaries, all engaged in businesses akin and germane to the business of the holding Company. Comprehensive details of these subsidiaries are provided in this Annual Report. There were no changes in the nature of business of any of the subsidiaries during the year under review.
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 7,003.57 lakh (Previous year INR
8,164.18 lakh); Total Income of INR 40,512.20 lakh (Previous year INR 13,841.88) and Net Profit after Tax was recorded at INR 26,788.89 lakh (Previous year INR 8,165.75 lakh).
Aegis Gas (LPG) Private Limited
During the year under review, the revenue for the year was INR
54.505.20 lakh as against INR 45,383.92 lakh of the previous year; Total Income of INR 1,41,500.96 lakh (Previous year INR 51,784.77 lakh) and Profit after tax increased to INR 76,970.09 lakh for the year ended March 31, 2026 as compared to INR 3,972.42 lakh in previous year.
Aegis Group International Pte. Limited
The revenue for the year ended March 31, 2026 is INR 2,92,989.61 lakh as compared to INR 2,92,121.44 in previous year. Profit after tax for the year ended March 31, 2026 was INR 3,307.50 lakh as compared to profit of INR 433.05 lakh in the previous year.
Aegis International Marine Services Pte. Limited
The revenue for the year ended March 31, 2026 is INR 314.64 lakh as compared to Nil in previous year. Profit for the year ended March 31, 2026 was INR 17.91 lakh as compared to loss of INR 13.65 lakh in the previous year.
Eastern India LPG Company Private Limited
During the year under review, the Company recorded a profit of INR 7.41 lakh, as compared to a loss of INR 3.75 lakh in the previous year. The Company has not commenced any commercial operations as yet.
Aegis Vopak Terminals Limited On Standalone basis
For the financial year 2025-26, the revenue from operations increased by 23.96% at INR. 64,212.48 Lakhs as compared 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 compared 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.
CRL Terminals Private Limited
During the year under review, the revenue from operations increased to INR 9,050.52 Lakhs as compared to INR 8,431.17 Lakhs of the previous year. The Company's net profit
increased to INR 2,410.04 Lakhs as compared to the net profit of INR 1 ,738.88 Lakhs in the previous year.
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 stood at INR 601.17 Lakhs as against the net profit of INR 294.55 Lakhs in the previous year.
Aegis Terminal (Pipavav) Limited
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
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 of INR 10,686.55 Lakhs in the previous year.
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 Retire by Rotation and Re-appointment
Pursuant to section 152 of the Companies Act, 2013, Mr. Amal Raj Chandaria (DIN: 09366079), Director of the Company, retires by rotation and being eligible, offers himself for reappointment.
A resolution seeking shareholders' approval for his reappointment 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.
Key Managerial Personnel (KMP)
During the year under review, the board of directors have appointed Ms. Sneha Parab as Company Secretary & Compliance Officer of the Company with effect from May 16, 2025 following the resignation of previous Company Secretary and Compliance officer at the close of business hours on May 8, 2025 and accordingly, 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.
Committees Of the Board
As on March 31, 2026, 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 details of the re-constitution if any, 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 https://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.
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
As per the recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Members of the Company in their 68th Annual General Meeting ("AGM") held on August, 14, 2025 ("68th AGM") approved the appointment of M/s. Naithani & Shetty Associates, Partnership Firm; (Peer reviewed certificate no. 6548/2025) as Secretarial Auditor of the Company for the first term of five consecutive financial years
i.e; from FY 2025-26 to FY 2029-30.
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 except for the disclosure that, BSE and National Stock Exchange of India Ltd. ("NSE") vide their communication dated 27th June 2025 had imposed a penalty of INR 90,000/- each for delay/late submission of Financial Results for quarter ended March 2025 under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the
Company had paid the penalty within time provided by BSE and NSE.
Further, The Secretarial Audit Report for the financial year ended March 31, 2026 forms part of this Report and is annexed herewith as 'Annexure - D.
Reporting of Frauds by Auditors
During the year under review, neither the statutory auditors nor 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 & Environment (OHSE)
The Company holds ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certifications, ensuring full compliance with quality, environmental, and safety standards. It remains committed to safeguarding the health of its workforce, protecting the environment, minimising risks, and supporting sustainable growth.
Regular monthly reviews are conducted across all sites to ensure compliance with OHSE standards. The organisation emphasises maintaining a safe working environment at terminals and jetties.
Key safety practices include conducting Management of Change (MOC) processes and HAZOP studies prior to any modification, along with active departmental and central safety committees. Continuous improvement is encouraged through suggestion schemes, safety inspections, and awareness campaigns to integrate safety into every activity. Employees are trained in safe operating procedures, technical skills, first aid, and firefighting.
To ensure preparedness, employees regularly participate in emergency response training and mock drills. Safety awareness initiatives—such as slogan competitions, poster campaigns, and hazard identification activities—are conducted for employees, contract workers, and transporters.
Periodic internal audits are carried out to identify and address gaps, strengthening overall safety and compliance. To control VOC emissions, the Company has implemented measures such as:
? Internal Floating Roofs on closed-roof tank
? Vapour absorption chillers at loading points
? Bottom-loading facilities for all VOC products
? Safety enhancements also include the installation of retractable wire rope fall arrestor systems at liquid filling bays in Mahul-1 and Mahul-2, ensuring a safer working environment.
? The Company follows a zero-spillage policy across all terminals, supported by ongoing hardware improvements to reduce VOC emissions. Environmental initiatives include the implementation of an e-gate pass system to reduce paper usage, elimination of plastic water bottles, and replacement of MH lights with energy-efficient LED lighting.
? To ensure operational redundancy and continuity, additional blowers have been installed at the NPPT filling bay.
? Training programs are conducted in accordance with OISD-154 to build awareness of job-related hazards, embed safe and standardised work practices, and ensure prompt responses during emergencies.
Directors' Responsibility Statement
The Directors would like to inform the Members that the Audited Financial statements for the financial year ended March 31, 2026 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 https://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 https://aegisindia.com/investor-information/#financial-information
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, Nomination and Remuneration ('N&R') Committee comprised of three Directors, all of them are Non-Executive Directors of the Company.
The members of N&R Committee are as follows:
1. Mr. Raj Kishore Singh, Chairman
2. Mr. Rahul Asthana and
3. Mr. Lars Erik Mikael Johannson
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 https://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.
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, accordingly, the Company is exempt from the provisions of Section 186. 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 https://aegisindia.com/investor-information/#policies-and-codes
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 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, 2026, 7 Board Meetings were held on the following dates:
1. May 16, 2025
2. June 19, 2025
3. August 07, 2025
4. October 29, 2025
5. November 07, 2025
6. January 30, 2026
7. March 26, 2026
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, 2026, 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'.
Further, SEBI vide its circular no. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, as amended from time to time, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators ("KPIs") under nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider.
In accordance with this requirement and applicability to the company from the financial year 2025-26, the Company has appointed C N K & Associates LLP as the assurance provider. A reasonable assurance report on BRSR core of the Company for FY 2025-26 is annexed at the end of BRSR report. The same has been hosted on Company's website and can be accessed at https://aegisindia.com/investor-information/#financial-information
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 FY 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 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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