Gujarat Pipavav Port Ltd

^To

^{The Members,}

^{Gujarat Pipavav Port Limited}

^{The Directors of Gujarat Pipavav Port Limited ('the Company') have pleasure in submitting their 33rd Annual Report together with the Audited Standalone and Consolidated Statement of Accounts for the financial year ended 31 March 2025.}

^{1. FINANCIAL STATEMENTS & RESULTS:}

^{a. STANDALONE FINANCIAL RESULTS:}

^{(INR Million)}

^{b. OPERATIONS:}

^{The Company is engaged in Port Development and Operations at Pipavav Port, in Saurashtra Region of Gujarat State. The Company is operating the Port on a 30-year Concession vide Agreement dated 30 September 1998 with Gujarat Maritime Board (GMB) and Government of Gujarat. The Port handles Containers, Dry Bulk, Liquid, and RORO vessels and the performance details are as follows:}

^{The de-growth in Dry Bulk cargo has been due to reduction in Fertiliser imports. Also, the Company has temporarily suspended Coal handling at the port due to operational reasons. The increase in Liquid cargo business is being driven by higher LPG imports into the country. The upgradation of the existing Liquid berth for handling partially loaded Very Large Gas Carriers (VLGCs) and supported by efficient rail evacuation continues to drive the increase in liquid cargo volume. The de-growth in Container business is due to unreliable schedule of the vessels and the skip calls. The rail product for bringing cars into Pipavav Port for exports is gaining good traction with the automobile companies and that has been the driver for growth in RoRo. Overall, the rail connectivity continues to be the Company's USP.}

^{During the year under review, the Company's nature of business has remained unchanged.}

^{c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:}

^{The Company has a shareholding of 38.8% in Pipavav Railway Corporation Limited (PRCL) and the salient features in Form AOC-1 are mentioned in Annexure B of the Directors Report. In view of the provisions of Section 2(6) of the Companies Act, 2013 ('the Act'), PRCL is an Associate Company and pursuant to the provisions of Section 129 of the Act, the Company is required to consolidate PRCL's annual accounts with its own accounts. The Company's share of Net Profit in PRCL is based on its Audited Accounts. The snapshot of the Consolidated Accounts is as follows:}

^{(INR Million)}

^{d. DIVIDEND:}

^{The Board of Directors in the Meeting held on 6 November 2024 declared Interim Dividend of Rs. 4.00 per share and it has been paid. The Board is pleased to recommend a Final Dividend of Rs. 4.20 per share on the Company's outstanding Equity Share Capital.}

^{The Dividend is subject to the approval by the Members at the Annual General Meeting to be held on 4 September 2025 and will be paid on 16 September 2025, within the stipulated time limit to all Members whose names appear in the Register of Members, as of the close of business hours on 28 August 2025. The final dividend if approved by the Members would involve a cash outflow of Rs. 2,030.44 million. The Dividend Distribution Tax, if applicable, would be borne by the Member.}

^{The Company has a Dividend Distribution Policy, which is available on the Company website https://www.apmterminals.com/en/pipavav/investors/eovernance}

^{e. TRANSFER TO RESERVES:}

^{The Board of Directors have not recommended any transfer of profit to reserves during the year under review. Hence, the entire amount of profit has been carried forward to the Statement of Profit and Loss.}

^{f. REVISION OF FINANCIAL STATEMENT:}

^{The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Act.}

^{g. DEPOSITS:}

^{The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.}

^{h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:}

^{Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.}

^{i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:}

^{The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate considering the nature of its business and the scale of operations. During the year under review, no material or serious observation has been made by the Statutory Auditors and the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls. Wherever suggested by the auditors, the control measures have been further strengthened and implemented.}

^{j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:}

^{No adverse orders have been passed by any Regulator or Court or Tribunal which can have impact on the Company's status as a Going Concern and on its future operations.}

^{k. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:}

^{The transactions/contracts/arrangements entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are in the ordinary course of business and at arms' length. Therefore, they are exempt from the provisions of Section 188 of the Companies Act, 2013. But all such transactions have prior approval of the Audit Committee as per the requirement under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.}

^{The related party transaction with Maersk A/S regarding Income from Port Operations is a material transaction as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Contract with Maersk A/S has been approved by the shareholders by way of Postal Ballot on 31 October 2022, pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Related Party Transactions are mentioned in Note 35(b) of the financial statements. The link for the Policy on Related Party Transactions is available on the Company website https://www.apmterminals.com/en/pipavav/investors/eovernance}

^{l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:}

^{The Company has neither provided nor accepted any loans, guarantees and securities. The Company does not have any investments except 38.8% shareholding in its Associate Company PRCL.}

^{Further, the Company is engaged in the business of providing infrastructural facilities and is therefore exempt from the provisions of Section 186 of the Companies Act, 2013.}

^{m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:}

^{The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.}

^{n. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:}

^{The Company has not issued any sweat equity shares during the year under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.}

^{o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:}

^{The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.}

^{p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:}

^{During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.}

^{2. OUTLOOK:}

^{Global Economic Outlook:}

^{The global economy demonstrated strong resilience during the Year 2024, as it grew by 3.2% as against the estimated growth rate of 3.3%, despite several headwinds such as inflation, geo-political challenges, supply chain disruptions etc. This strong resilience increased the growth rate expectations for the Year 2025 to 3.6%. Then the world was struck with a flurry of tariff announcements by the US challenging the existing rules while the new tariff rules are still not known. These announcements triggered counter-measures by some of the major trading partners and brought policy unpredictability. If this fluidity continues for a long period of time and is not addressed quickly, it will significantly slow down the global growth. Some of the global multilateral agencies have downgraded the growth rate for the Year 2025 from 3.6% to 2.8% and in the Year 2026 the growth rate is likely to be around 3%.}

^{The US paused the tariff increase for 90 days for several countries but at the same time increased the tariff for China. After a tit-for-tat between the two major economies, they have mutually agreed to de-escalate the trade war and resolve differences through dialogue. This 90-day relief period is likely to surge the trade between the two countries as the US retailers stockpile the Chinese goods. This will likely lead to shift of capacities by the shipping lines to this busiest trade lane between China and the US, and might result into higher ocean freight rates and challenge in availability of the containers. The voyage duration will also be longer due to the vessels going through the Cape of Goodhope. The meltdown by the US towards China also demonstrates its dependability on the Chinese supply chain.}

^{The swift escalation of trade tensions has led to extremely high level of policy ambiguity. It could also lead to high inflation and softening of consumption. Hence the multilateral agencies have lowered the US growth estimate by 0.9% at 1.8%. China's growth estimate is lowered by}

^{0.6% to 4% and the Euro zone is likely to grow at 0.8%. The Emerging Market economies are likely to grow at 3.7%, lower by 0.5%. In order to address the uncertainties in Trade Policy and to improve the growth prospects, the countries will need to quickly forge new trade agreements to ease the overall trade policy and facilitate broad-based gains.}

^{The other important element that needs to be addressed swiftly by the economies is Climate Change impact. The countries need to formulate well designed policies to include investment in renewable and energy efficient technologies. Many countries are transitioning from fossil fuel to renewables to improve energy security and generate macroeconomic benefits including low carbon and resilient growth but this area of Climate Change needs increased attention of the Governments to address the rapidly increasing global warming.}

^{Outlook of Indian Economy}

^{The growth outlook for India is more stable as compared to the other countries. The Indian economy is likely to remain fastest growing major economy over two years and is projected to grow at 6.2% in the Year 2025 and at 6.3% in the Year 2026 supported by private consumption. The impact of heightened global trade tensions and growing uncertainty has led to slight moderation but the overall outlook continues to remain strong. This consistency signals not only the strength of India's macroeconomic fundamentals but also its capacity to sustain momentum in a complex international environment. It also reaffirms India's economic resilience and the country's role of key driver to the global growth.}

^{While the world grapples through the implications of trade tensions, the aging global population is witnessing a major demographic shift. The 'silver economy' (population over 65 years of age) is increasing rapidly with far-reaching implications for the economies. The fall in the proportion of working-age individuals leads to higher dependency ratio wherein fewer workers support more retirees and increased healthcare spending. India has one huge advantage of favourable demographics and a large working class that provides strong growth to the consumption economy. This demographic advantage also has an element of concern i.e. regular creation of sufficient number of jobs for the youth. For that purpose the country needs robust and growing manufacturing sector. Unfortunately, the country's manufacturing sector has remained stagnant over last 10 years. The manufacturing sector's share of GDP was at 17.3% in the Year 2014 and remains at the same level in the Year 2024. India's Exports as a share of GDP has fallen from 25.2% in the Year 2014 to 22.7% in the Year 2024. For a vibrant and strong manufacturing ecosystem in the country, the private sector and the Government authorities need to work closely to formulate an action plan. The Government of India introduced Production-linked incentives (PLI) scheme in the Year 2020 to provide financial incentives to manufacturers based on certain measurable outcomes. Over time, the PLI scheme has been extended to 14 sectors with an outlay of over USD 22 billion spread over five years. The manufacturing of the mobile phones in India has seen phenomenal success under the PLI scheme. This success needs to be replicated in other manufacturing industries namely, Textiles, Bulk Drugs, Pharmaceuticals, Readymade Garments, Electronics and Auto Components. These have been the core strength industries for the country in the past but somehow these industries have not been able to scale up taking the advantage of the PLI scheme. These industries need to evaluate the actions required to be taken by them and the support required from the Government for increasing their competitiveness in the global markets. But India does not have luxury of time to become competitive and needs to move quickly to present itself as a viable option to the global manufacturing companies looking for the alternatives for diversifying their supply chain.}

^{One factor that clearly needs Government intervention is reduction in the Inland Logistics cost, if the Indian manufacturing wants to be globally competitive. This can be achieved by making the rail freight cost competitive compared to the road freight. While the last leg of connectivity of Western Dedicated Freight Corridor (DFC) to JNPT is yet to be commissioned, the ports in Gujarat are already connected to DFC since September 2021. DFC has definitely reduced the transit time by almost 50%, it has benefited the Rail operators as they are able to do multiple trips with the same rolling stock. As far as the Importers/ Exporters are concerned, they do not get any cost benefit for using DFC and hence their inland logistics cost remains the same. This mammoth rail infrastructure remains under- utilised while the road infrastructure continues to be under pressure. The intervention by the Government to make rail freight cost competitive will address the dual purpose of reduction in inland logistics cost and improvement in capacity utilisation of DFC. The road and rail transport needs to complement each other. While the long haul movement can be done through double stack container trains, the road transportation can take care of first and last mile connectivity doing multiple short haul movements.}

^{Business Outlook}

^{During the financial year ended 31st March 2025, the West Coast ports handled 17.5 million TEU of Containers as compared to 15.9 million TEU, an increase of over 10%. The Container volume at Pipavav reduced by 14% from 808,464 TEUs to 694,899 TEUs. This reduction has been due to unreliable schedule of the vessel calls at Pipavav resulting into the cargo owners moving the cargo to other ports providing multiple vessel connectivity options. The vessel schedule unreliability can be attributed to the Red Sea crisis making the voyage longer and increasing the transit time. It impacts the schedule of the vessel calls at the port thus the shipping lines consolidate the number of port calls.}

^{Dry Bulk cargo volume at Pipavav reduced by 18% for the financial year ended 31st March 2025 from 2.71 million MT to 2.21 million MT. This reduction is due to lower Fertiliser volume and due to temporary suspension of handling Coal for operational reasons. The Fertiliser import by the Government is likely to increase during the current financial year and the port is geared to handle higher volume.}

^{The Liquid cargo volume increased by 14% from 1.28 million MT to 1.46 million MT primarily driven by the increase in LPG volume. The rail evacuation of LPG is gaining good traction at Pipavav Port as it helps the Oil Marketing Companies to reach the LPG bottling plants located in the extended hinterland and at a much lower cost. The LPG tank farm operator at Pipavav is setting up the cryogenic tanks and with increase in pumping rate, the existing infrastructure will marginally increase the handling capacity at the berth. The Company's Board of Directors have already approved the capex for setting up a new Liquid Berth. The statutory and regulatory approval required for the new Liquid Berth is in progress and is taking longer time than anticipated. As per the original plans the new berth was to get commissioned by December 2025 but due to the delays in statutory and regulatory approvals, the new berth is likely to be commissioned by December 2026.}

^{In terms of RoRo volume, the Company handled Car exports of 164,977 units during the financial year ended 31st March 2025 as compared to 97,120 units during the previous financial year, an increase of over 70%. The Company had commissioned 42,000 sq. mtrs. of open stackyard during previous year. With increase in inland movement of cars by rail from the OEMs facilities to Pipavav, the Company has upgraded the rail yard infrastructure by addition of one more siding. This will enable the port to handle two trains simultaneously.}

^{The rail evacuation of LPG and the Cars is gaining good traction amongst the customers. This will also help in increasing the Revenue of Pipavav Railway Corporation Limited (PRCL) the Associate company. The improvement in Container volume will further strengthen the rail product from Pipavav Port.}

^{3. RISKS AND AREAS OF CONCERN:}

^{The Geo-political situation and the Tariff war initiated by the US is creating uncertainty in global trade thus raising the risk of economic slowdown. The countries need to quickly resolve the tariff issues by closing their agreements and for broad based growth.}

^{Also, the West Coast of India has seen increased frequency of cyclone since last few years leading to disruption in operations due to power failure from the grid supply. The Company is in the process of setting up a captive Genset facility that will cater to the power requirement for port operations, as part of the Business Continuity Plan.}

^{4. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:}

^{a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:}

^{Mr. Tejpreet Singh Chopra (DIN: 00317683) has ceased to be the Director from 23 May 2024, one year prior to the conclusion of his second consecutive tenure as an Independent Director on 29 July 2025. Mr. Samir Chaturvedi (DIN: 08911552) has been appointed as an Independent Director upto 11 November 2025. Ms. Monica Widhani (DIN: 07674403) has been appointed as an Independent Director upto 11 August 2026. Ms. Matangi Gowrishankar (DIN: 01518137) has been appointed as an Independent Director upto 2 August 2027.}

^{In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. The Managing Director of the Company is also not liable to retire by rotation.}

^{Mr. Keld Pedersen (DIN: 07144184) has ceased to be the Director of the Company from 23 May 2024.}

^{Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jonathan Richard Goldner (DIN:09311803) and Mr. Steven Deloor (DIN: 10337166) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.}

^{The Key Managerial Personnel of the Company remains unchanged.}

^{b. DECLARATION BY INDEPENDENT DIRECTORS:}

^{The Company has received declaration from all Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they continue to fulfil the criteria of independence as required under Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Director of the Company.}

^{The details regarding the appointment of Independent Directors and their tenure have been mentioned hereinabove.}

^{The Company has been regularly conducting Familiarisation Programmes for its Independent Directors and has posted its details on the website https://www.apmterminals.com/en/pipavav/investors/independent-directors}

^{In opinion of the Board, the Independent Directors possess integrity, requisite expertise and experience for acting as Independent Director of the Company.}

^{The Independent Directors of the Company are exempt from undertaking the online proficiency test as required under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.}

^{5. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:}

^{a. BOARD MEETINGS:}

^{The Board of Directors met four times during the year ended 31 March 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The particulars of the meetings held and attended by each Director during the financial year 2025 are given in the Corporate Governance Report forming part of this Annual Report.}

^{b. DIRECTOR'S RESPONSIBILITY STATEMENT:}

^{In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2025, the Board of Directors hereby confirm that:}

^{a. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;}

^{b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31 March 2025 and of the profit of the Company for that period;}

^{c. proper and sufficient care was taken for 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 annual accounts of the Company have been prepared on a Going Concern basis;}

^{e. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and operating effectively;}

^{f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.}

^{c. NOMINATION AND REMUNERATION COMMITTEE:}

^{The Nomination and Remuneration Committee, a Sub-committee of Directors has been constituted by the Board in accordance with the requirements of Section 178 of the Act. The composition of the Committee is as follows:}

^{1. Ms. Matangi Gowrishankar, Independent Director- Chairperson}

^{2. Mr. Samir Chaturvedi, Independent Director}

^{3. Mr. Jonathan Richard Goldner, Non-Executive Non- Independent Director}

^{The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to the remuneration for Directors, Key Managerial Personnel and other members of Senior Management. The policy is available on https://www.apmterminals.com/en/pipavav/investors/governance}

^{Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, is as under:}

^{a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical, operations or other disciplines related to the Company's business.}

^{b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualification and experience as considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the HR Department shall provide the job description to the Committee and justify that the qualification, experience and expertise of the recommended candidate is satisfactory for the relevant position. The Committee may also call for an expert opinion on the appropriateness of the qualification and experience of the candidate for the position of the Executive Director.}

^{c) In case of appointment as a Non-Executive Director, the candidate must have a post graduate degree, diploma or a professional qualification in the field of his practice/ profession/ service and shall have not less than five years of working experience in such field as a professional in practice, advisor, consultant or as an employee. Provided that the Board may waive the requirement of qualification and/ or experience under this paragraph for a deserving candidate.}

^{d) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and an open mind.}

^{e) While determining the remuneration of Executive Directors, Key Managerial Personnel and members of Senior Management, the Board shall consider following factors:}

^{i) Criteria/ norms for determining the remuneration of such employees prescribed in the HR Policy.}

^{ii) Existing remuneration drawn.}

^{iii) Industry standards, if the data in this regard is available.}

^{iv) The job description.}

^{v) Qualifications and experience levels of the candidate.}

^{vi) Remuneration drawn by the outgoing employee, in case the appointment is to fill a vacancy on the death, resignation, removal etc. of an existing employee.}

^{vii) The remuneration drawn by other employees in the grade with matching qualifications and seniority, if applicable.}

^{f) The remuneration payable to the Executive Directors, including the Performance Bonus and value of the perquisites, shall not exceed the permissible limits as mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any sitting fees for attending any meetings.}

^{g) The Non-Executive Directors shall not be eligible to receive any remuneration from the Company. However, Non-Executive Independent Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board/ Shareholders from time to time. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/ Committee Meetings. The Non-Executive Non-Independent Director representing Gujarat Maritime Board shall be eligible for sitting fee for attending the Board Meeting and for reimbursement of out of pocket expenses for attending the Meeting.}

^{d. AUDIT COMMITTEE:}

^{The Audit Committee, a Sub-committee of Directors was constituted by the Board pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises:}

^{1. Ms. Monica Widhani, Independent Director- Chairperson}

^{2. Ms. Matangi Gowrishankar, Independent Director}

^{3. Mr. Samir Chaturvedi, Independent Director}

^{4. Mr. Steven Deloor, Non-Executive Non- Independent Director}

^{The scope and terms of reference of the Audit Committee is in accordance with the Companies Act, 2013 and it reviews the information as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.}

^{During the year under review, there were no instances of recommendation by the Audit Committee not being accepted by the Board of Directors of the Company.}

^{The Company Secretary acts as Secretary of the Committee.}

^{e. STAKEHOLDERS RELATIONSHIP COMMITTEE:}

^{During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Stakeholders Relationship Committee comprises the following Directors:}

^{1. Ms. Monica Widhani, Independent Director- Chairperson}

^{2. Ms. Matangi Gowrishankar, Independent Director}

^{3. Mr. Girish Aggarwal, Managing Director}

^{The Company Secretary acts as Secretary of the Stakeholders Relationship Committee.}

^{f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:}

^{The Board of Directors of the Company has, as per the requirements under Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy of the Company and the link of the policy on the website is https://www.apmterminals.com/en/pipavav/investors/governance}

^{The Policy provides a formal mechanism for all employees of the Company to make disclosure about suspected fraud. It provides a designated phone number to directly report an instance. The Policy encourages its employees to immediately raise their concern to the respective Manager or to Head of HR whenever they any contravention with the Company's Code of Conduct, the Code for Prevention of Insider Trading or fraud or any unethical behaviour. In case the concerned person is not comfortable in reporting the matter to his/her Manager or to the Manager's Manager or to the Head of HR, he/she can report to the Chief Compliance Officer of the parent Company. The policy also provides direct access to the Chairperson of Audit Committee through her personal email id. During the year under review, no complaints have been reported for any fraud.}

^{As part of APM Terminals, the Company shares the distinctive set of the Group's Purpose and Core Values that drive the way we do business. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations, to the Group's commitment to the UN Global Compact and our commitment to our people, customers and communities.}

^{g. RISK MANAGEMENT POLICY:}

^{The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses. It is available on the company website on https://www. apmterminals.com/en/pipavav/investors/governance It defines a structured approach to manage uncertainty and to make use of these in decision making pertaining to the business and corporate functions. Key business risks and their mitigation is considered in the annual/ strategic business plans and in periodic management reviews. The Company has Risk Management Committee, a sub-committee of Directors comprising:}

^{1. Mr. Soren Brandt, Non-Executive Non- Independent Director- Chairperson}

^{2. Mr. Samir Chaturvedi, Independent Director}

^{3. Mr. Girish Aggarwal, Managing Director}

^{h. CORPORATE SOCIAL RESPONSIBILITY POLICY:}

^{As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee, a sub-committee of Directors comprising:}

^{1. Ms. Matangi Gowrishankar, Independent Director- Chairperson}

^{2. Mr. Soren Brandt, Non-Executive Non- Independent Director}

^{3. Mr. Girish Aggarwal, Managing Director}

^{The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy and the details are presented in Annexure A.}

^{The CSR Policy of the Company is available on the web-site https://www.apmterminals.com/en/pipavav/investors/governance}

^{During the year ended 31 March 2025 the Company was required to spend Rs. 80.13 million towards the CSR activities and the Company has spent Rs. 81.06 million. The Company's focus area of CSR activities are Education, Health, Safety & Environment, Women Empowerment, Skill Development and Rural Development Projects.}

^{i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:}

^{The Independent Directors held their meeting to evaluate the performance of each Non- Independent Director and of the Board as a whole. Each Board member's attendance, participation and contribution of his/her expertise was evaluated. All Independent Directors were present for the Meeting. The Board also carried out the evaluation of each individual Director and various Board Committees did their respective Committee evaluation.}

^{The Board also evaluated the quality, content and timeliness of the information flow between the Board and the Management including the board papers and other documents.}

^{j. INTERNAL CONTROL SYSTEMS:}

^{The Company has adequate internal control systems commensurate to the nature and size of its business and its complexities and these controls are operating satisfactorily. The adequacy and functioning of these internal controls is reviewed by the Internal Auditors from time to time and wherever necessary, the corrective measures are taken. The Internal Auditors report directly to the Audit Committee of the Company.}

^{Internal control systems consisting of policies and procedures are designed to ensure reliability of financial reporting, timely feedback of achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and protected adequately.}

^{k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:}

^{In terms of the requirement under Section 197(12) of the Act, the Median Employee's Remuneration of the Company is Rs. 2.58 million. The Managing Director's remuneration was Rs. 33.12 million. The ratio of Managing Director's remuneration to Median Remuneration of employees is 12.84.}

^{With reference to the percentage increase in remuneration of the Key Managerial Personnel (KMPs) i.e. Managing Director, Chief Financial Officer and Company Secretary, the percentage increase was 9% for each of them. The average increase for KMPs works out to 9%.}

^{The percentage increase in the median remuneration of employees in the financial year is 10%.}

^{The Company has a total of 455 permanent employees on its rolls.}

^{The Company follows the global practice of its parent regarding the Performance evaluation. The Group HR has introduced a tool of constant engagement through dialogues rather than an appraisal. The system is called Maximizing Performance, Alignment & Career Growth of our Talent (MPACT). The framework provides the tools which can be used to list individual's objectives, reflect on performance, fill career growth roadmap, and ask for feedback to provide holistic view to initiate talent conversations. This two way dialogue provides an opportunity to clearly put across the expectations and have a transparent review. The process is people centric rather than merit matrices and percentage increases. All entities have shifted from performance ratings to performance conversations under the global process.}

^{The Company's Market Capitalization decreased by ~35% based on the closing price as of 31 March 2025 compared to 31 March 2024. The Net Worth is Rs. 21,188.54 million compared to Rs. 20,927.03 million as of the previous year.}

^{The Annual Report as per Section 136 of the Companies Act, 2013 is being sent to the Members excluding the information on employees' particulars under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014. Any Member who is interested in a copy of the employees' particulars may write to the Company Secretary. The details will also be available for inspection by the Members at the Registered Office of the Company during the business hours on working days upto the date of the Company's forthcoming Annual General Meeting.}

^{The Company has paid Commission of Rs. 4.85 million to its Independent Directors pursuant to the shareholder's approval obtained in the Annual General Meeting held on 13 August 2021.}

^{l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:}

^{The Directors are not paid remuneration/commission from any other Company.}

^{m. DIVIDED DISTRIBUTION POLICY:}

^{Dividend is the Company's primary distribution of profits to its Shareholders. The Company's objective is to sustain a steady and consistent distribution of profits, by way of Dividend, to its Shareholders while considering the following:}

^{(a) The circumstances under which the shareholders can or cannot expect dividend}

^{The Company shall endeavour to pay Dividend to its shareholders in a steady and consistent manner except the following circumstances:}

^{(i) During no growth or weak growth in the trade requiring the Company to retain its earnings to be able to absorb unfavourable market conditions and for meeting the business requirements;}

^{(ii) To meet its funding requirements for expansion and growth;}

^{(iii) The Company's Joint Venture with Indian Railways, Pipavav Railway Corporation Limited requires equity infusion from its shareholders.}

^{During such times the Company may decide to retain the earnings instead of distributing to the shareholders. The distribution of Dividend can be by way of Interim Dividend and/or by way of Final Dividend.}

^{(b) The financial parameters that will be considered while declaring dividend}

^{The Company shall consider the following parameters while declaring dividend:}

^{a. Current year's profit:}

^{i. after setting off carried over previous losses, if any;}

^{ii. after providing for depreciation in accordance with the provisions of Schedule II of the Act;}

^{iii. after transferring to reserves such amount as may be prescribed or as may be otherwise considered appropriate by the Board at its discretion.}

^{b. The profits for any previous financial year(s):}

^{i. after providing for depreciation in accordance with law;}

^{ii. remaining undistributed; or}

^{c. out of (i) or (ii) or both.}

^{In computing the above, the Board may at its discretion, subject to provisions of the law, exclude any or all of (i) extraordinary and exceptional income, generated from activities other than regular business (ii) extraordinary charges (iii) exceptional charges}

^{(iv) one off charges on account of change in law or rules or accounting policies or accounting standards (v) provisions or write offs on account of impairment in investments (long term or short term) (vi) noncash charges pertaining to amortization or ESOP or resulting from change in accounting policies or accounting standards.}

^{(c) Internal and External factors that would be considered for declaration of dividend}

^{The Company's Board shall always consider various Internal and External factors while considering the quantum for declaration of dividend such as the overall Economic scenario of the country, the Export Import trade of the country, the statutory and regulatory provisions, the Company's own performance, its profitability, its growth plans, the performance and funding requirements of its joint venture Rail Company and such other factors as may be deemed fit by the Board.}

^{(d) Policy as to how the retained earnings will be utilised}

^{The retained earnings would mainly be utilised for the purpose of the Company's growth plans, the funding requirements of its joint venture Rail Company and for all such activities that in the Board's opinion shall enhance the shareholder's value.}

^{(e) Provisions with regard to various classes of shares}

^{The Company currently has only one class of shares namely Equity shares. In case the Company issues any other class of shares, this Policy shall be modified suitably for stipulating the parameters for distribution of dividend to all classes of shares.}

^{The link for the Dividend Distribution Policy on the Company website is https://www.apmterminals.com/en/pipavav/investors/governance}

^{6. AUDITORS AND REPORTS}

^{The matters related to Auditors and their Reports are as under:}

^{a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2025:}

^{There are no Audit Observations on the Standalone and Consolidated Financial Statements of the Company for the year ended 31 March 2025.}

^{b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2025:}

^{Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. Accordingly, M/s Rathi and Associates, Company Secretaries have issued the Secretarial Audit Report for the year ended 31 March 2025.}

^{c. STATUTORY AUDITORS:}

^{Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Price Waterhouse Chartered Accountants LLP (Firm Regn. No. 012754N/N-500016) were Re-appointed as Statutory Auditors of the Company for a period of five years in the Annual General Meeting held on 6 August 2020. With completion of their second five year term, they shall cease to be the Statutory Auditors at the upcoming Annual General Meeting to be held on 4 September 2025. The Company proposes to appoint Statutory Auditors for a period of five years from the conclusion of 33rd Annual General Meeting until the conclusion of 38th Annual General Meeting.}

^{d. COST AUDITORS:}

^{The Company is engaged in providing Port Services and as per Notification dated 31 December 2014 issued by the Ministry of Corporate Affairs pursuant to Section 148 of the Companies Act, 2013, the Company is not required to appoint Cost Auditors.}

^{e. SECRETARIAL AUDITORS:}

^{Pursuant to the requirements under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Rathi & Associates is proposed to be appointed as Secretarial Auditors for a period of five years from the financial year 2025-26.}

^{f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:}

^{The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaint has been received in relation to sexual harassment at workplace.}

^{g. FRAUD REPORTING:}

^{During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.}

^{7. OTHER DISCLOSURES:}

^{Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:}

^{a. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:}

^{The Company is engaged in the business of developing and operating a Port, Cargo handling incidental to Water Transport. Considering the nature of business activity, the particulars regarding conservation of energy and technology absorption as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable and have not been included.}

^{As has been reported in the past, the Company sources over 45% of its power requirement through renewable energy through captive solar power and purchase of Green power. Subject to applicable rules and regulations of the Government of Gujarat, the Company is committed to increase its green power usage.}

^{The foreign exchange earning was Rs. 5,186 million and outgo was Rs. 296.87 million during the period under review.}

^{b. CHANGE IN SHARE CAPITAL:}

^{The Company has not issued any shares during the year and its Share Capital for the year ended 31 March 2025 remains unchanged.}

^{c. ABSTRACT OF ANNUAL RETURN ON THE WEBSITE:}

^{Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the year ended 31st March 2025 is available on https://www.apmterminals.com/en/pipavav/investors/financial-results}

^{d. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS}

^{Subject to the applicable provisions of the Companies Act, 2013, all documents, including the and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or have been provided by the members. The physical copy of annual report will be dispatched to shareholders only upon receiving a specific request for it.}

^{e. COMPLIANCE WITH SECRETARIAL STANDARDS}

^{The Company is in compliance with the mandatory Secretarial Standards.}

^{f. UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)}

^{The Members who have not yet received/claimed their dividend entitlements are requested to contact the Company's Registrar and Transfer Agents KFin Technologies Limited.}

^{Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more are required to be transferred to Investor Education Protection Fund in accordance with the procedure prescribed in the Rules.}

^{Accordingly, the Unclaimed Dividend for the financial year 2015-16, the Unclaimed Interim Dividend and Final Dividend for the financial year 2016-17 and the Unclaimed Interim Dividend for the financial year 2017-18 with the respective underlying shares have been transferred to IEPF. The members are requested to approach the office of IEPF to claim the amount and the underlying shares.}

^{The amount of Unclaimed Dividend approved in the Annual General Meeting held on 9 August 2018 is due for transfer to IEPF during the financial year ending 31st March 2026. The unclaimed amount along with the underlying shares will be transferred to IEPF within the stipulated timelines. The concerned shareholders are being sent an intimation on their last known address regarding the proposed transfer of the unclaimed dividend amount and the underlying shares to IEPF.}

^{g. CORPORATE GOVERNANCE}

^{The report on Corporate Governance along with the report by the Statutory Auditors regarding compliance with the conditions of Corporate Governance has been furnished and forms part of the Annual Report.}

^{h. MANAGEMENT DISCUSSION AND ANALYSIS REPORT}

^{The Management Discussion and Analysis report has been separately furnished and forms part of the Annual Report.}

^{i. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING}

^{In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2025 forms part of the Annual Report.}

^{j. The provisions of Insolvency and Bankruptcy Code, 2016 are not applicable. The provisions of one time settlement are not applicable.}

^{8. ACKNOWLEDGEMENT AND APPRECIATION:}

^{The Board of Directors of the Company thank the Customers, the Shareholders, the Vendors, the Company's Bankers, Business Partners/ Associates for their continued support. The Government of India, the Government of Gujarat and the Gujarat Maritime Board have been encouraging the Company in implementing the growth plans for Pipavav Port. The Directors place on record their sincere appreciation for the strong character and commitment of the employees and for their invaluable contribution.}