1. Corporate guarantees given on behalf of Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL's subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

[d] Rights, preferences and restrictions attached to equity shares :

a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

c) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.

Note 23.1 : Description of nature and purpose of each reserve:

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the year 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

Terms of borrowings

1) Non- Current Loans from banks are secured by way of :

(i) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and was secured by a charge on the assets acquired from the amounts financed by the Bank. The charge has subsequently been released by the Bank.

(ii) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

(iii) Loan from SCL carries an interest rate of 6% p.a. and is repayable 24 months from the date of disbursement.

2) Current Loans from banks are secured by way of :

(i) Suppliers credit from HDFC banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

3) Unsecured Loans

(i) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.50% p.a.

(ii) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.35-5.55% p.a.

(iii) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate between 5.25-5.45% p.a.

(iv) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate between 5.55-5.6% p.a.

(v) Suppliers credit from Axis Bank Limited is availed for a period less than 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

(vi) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years.

(vii) Buyer's credit from Axis Bank Limited are repayable within 90 days.

Note 38.2

During the previous year, the Company has transferred its investment in Equity shares of Konkan Storage Systems (Kochi) Private Limited for Rs. 18.50 lakh to wholly owned subsidiary company Aegis Vopak Terminals Limited. The Company has recognised loss of Rs. 965.46 lakh which represents the difference between sale consideration of Rs.18.50 lakh and carrying value of investments as on date of sale i.e. Rs. 983.96 lakh (including deemed contribution of Rs. 973.96 lakh)

Note:

1 Excludes excess spent amount of Rs. 49.2 lakh on CSR Activities during the current FY 202223 for which asset is created in the financial statements.

2 Aegis Logistics Limited has spent excess amount of Rs. 49.2 lakh on CSR Activities during the current FY 2022-23 which will be set off against the requirement to contribute towards CSR upto the immediate three succeeding financial years.

3 Aegis Logistics Limited has spent excess amount of Rs. 19.52 lakh on CSR Activities during the current FY 2021-22 which has been set off against the requirement to contribute towards CSR for FY 2022-23.

4 Amount of Rs. 101.21 lakh that were transferred to unspent CSR account on April 30, 2021 pertained to ‘Ongoing projects' for FY 2020-21, which were spent during the previous FY 2021-22.

5 1) Preventive Healthcare; 2) Ensuring environmental sustainability; 3) Livelihood enhancement projects; 4) Eradicating Hunger, Poverty and malnutrition; 5) Disaster management, including relief, rehabilitation and reconstruction activities; 6) Promoting Art & Culture; 7)Rural development

Reason for variation

1. Increase is due to increase in bank balances and current investments in mutual funds due to consideration received in respect of slump sale of undertakings.

2. Decrease is due reduction in borrowing due to repayments made during the year.

3. Increase in ratio is mainly due to increase in profit for the year on account of profit on slump sale of undertakings.

4. Increase is due to increase in cost of goods sold because of increase in revenue.

5. Increase is due to increase in revenue from operation.

6. Decrease is due increase in working capital due to reason stated in note 1 above.

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company's reportable segments under Ind AS 108 are as follows:

a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Employee Benefits Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company's contribution to the provident and pension fund is Rs. 312.40 lakh (Previous year Rs. 384.39 lakh)

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees' Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out funded status of the gratuity plan and the amounts recognised in the Statement of Profit and Loss.

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

3. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 4.18 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2024 is Rs.

50 lakh.

Note 48

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Company's capital management, capital includes issued capital and other equity reserves . The primary objective of the Company's Capital Management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company's financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

Ý Credit risk ;

Ý Liquidity risk ; and

Ý Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports to the board of directors on its activities.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company's exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers' credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company's short term, medium-term and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 54,110 lakh as of March 31, 2023 (Rs. 17,906 lakh as of March 31, 2022), from its bankers for working capital requirements. The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

Exposure to liquidity risk

The following table details the Company's remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

The gross inflows/outflows disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency. The functional currency of the Company is Indian Rupee. The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

iv) (b) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

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

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

Further, pursuant to SSA and SHA, Aegis Logistics Limited (“ALL”) and its subsidiary AVTL have entered into Business Transfer Agreements (“BTA”) for transfer of LPG and Liquid storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia to AVTL. Additionally, Aegis Gas (LPG) Private Limited (“AGPL”) and AVTL have entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage business to AVTL. Conditions precedent of all the Business Transfer Agreements have been completed on May 20, 2022. Accordingly, the Company has recognised profit of Rs.42,937.63 lakh in respect of the said business transfers which is included under other income in these financial statements.

(ii) In terms of the SHA, ALL has an option to transfer certain agreed number of CCPS held by it to Vopak (Put Option) for an agreed consideration subject to certain conditions precedent. Further in terms of the SHA, Vopak has an option to require ALL to transfer certain agreed number of CCPS held by it to Vopak (Call Option) for an agreed consideration subject to certain conditions precedent. Certain portion of Call / Put Option has crystalised before the date of approval of the Financial Statements on fulfilment of the conditions precedent.

The fair value gain in respect of the Call / Put Option has been recognised based on the consideration agreed for options crystallised and using the Black Scholes Model for the options which have not crystallised.

The fair value gain in respect of the above has been included under Other Income with a corresponding asset disclosed as derivative asset under Other Financial Assets.

(iii) During the previous year, Vopak India B.V. (“Vopak India”), Vopak Asia Pte. Limited. (“Vopak Asia”), Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”) (collectively “Sellers”) have entered into a Share Purchase Agreement (“CRL SPA”) with Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limited] and Aegis Logistics Limited (“Company). As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100% equity shares of CRL Terminals for an aggregate base consideration of Rs. 2,365,000,000 (Rupees Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA.

As a result of this transfer, ALL through its subsidiary AVTL owns 51% of the share capital of CRL w.e.f. May 31, 2022.

Note 54

Other Statutory Information

(i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

(ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iv) The Company has not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

(v) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(vi) The quarterly returns / statements including updations thereto, if any, filed during the year with banks or financial institutions in relation to working capital loans are in agreement with the books of account.

(vii) No bank, financial institution or other lender has declared the Company as a wilful defaulter.

Note 55

The Company has declared and paid :-

a) 1st interim dividend of 150% i.e. Rs. 1.50 per share of face value of Re. 1 each to the shareholders of the Company as on record date August 23, 2022.

b) 2nd interim dividend of 100% i.e. Re. 1 per share of face value of Re. 1 each to the shareholders of the Company as on record date September 23, 2022.

c) 3rd interim dividend of 200% i.e. Rs. 2 per share of face value of Re. 1 each to the shareholders of the Company as on record date November 16, 2022.

The Board of Directors of the Company has recommended a final dividend of Rs. 1.25 per equity share for the year ended March 31, 2023 (Previous Year Rs. 0.50 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 56

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 30, 2023.