23. Provisions, Contingent Liabilities and Contingent
Assets:

A provision is recognised if, as a result of a
past event, the company has a present legal or
constructive obligation that can be estimated
reliably, and it is probable that an outflow of
economic benefits will be required to settle the
obligation.

Provisions for onerous contracts are recognized
when the expected benefits to be derived by
the Company from a contract are lower than
the unavoidable costs of meeting the future
obligations under the contract.

A disclosure for contingent liabilities is made
where there is a possible obligation or a present
obligation that may probably not require an
outflow of resources or an obligation for which
the future outcome cannot be ascertained with
reasonable certainty. When there is a possible
or a present obligation where the likelihood of
outflow of resources is remote, no provision or
disclosure is made.

Contingent assets are neither recognized nor
disclosed in financial statements.

(ii) Terms/rights attached to Equity Shares

The Company has only one class shares referred to as equity shares having a par value of Rs 10 per share which
rank pari-passu in all respects including voting rights and entitlement to dividend. Each holder of Equity Shares is
entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.

The Board of Directors of Company, at its meeting held on 23rd May, 2025 have recommended payment of dividend
of Rs. 3.30 (Rupees three and thirty paise only) per equity share of the face value of Rs. 10 each for the financial
year ended 31st March, 2025. If approved, the total dividend for the financial year 2024-25 will be Rs. 3.30 (Rupees
three and thirty paise only) per equity share of the face value of Rs. 10 each.

Pursuant to the dividend for the financial year 2023-24 approved by the shareholders at the 30th Annual General
Meeting held on 13th September, 2024, the Company paid the equity dividend of 30% (Rs. 3.00 per equity share of
nominal face value of Rs. 10/- each fully paid up) aggregating to Rs. 4,48,73,367/- (gross) subject to deduction of
tax at source as per the applicable rate(s) to the eligible shareholders. The payment was made on 18th September,
2024.

Nature and purpose of reserves

(a) Securities Premium:

The amount received in excess of face value of the equity shares is recognised in Securities premium. The reserve
can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the
Companies Act, 2013.

(b) Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company’s inception.
Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to
General reserve or any such other appropriations to specific reserves.

(c) Other comprehensive income

Other comprehensive income consist of FVOCI financial assets and financial liabilities and remeasurement of
defined benefit assets and liability.

(d) Share Forfeiture

The reserve represents the part amounts paid on shares which have been forfeited on account of calls remained
unpaid.

(e) Capital Reserve

The Capital Reserve is the amount received against share warrants convertible into equity shares which have
lapsed due to non-compliance and hence, forfeited. The amount paid on such forfieted warrants have been
transferred to Capital Reserve.

iv. Working capital facility from HDFC Bank Ltd is further secured by fixed deposit worth Rs. 500 lakhs held and pledge
with the bank as 10% cash margin towards the additional working capital facility of Rs 5,000 lakhs provided by the
bank.

v. Working capital facility from Axis Bank Ltd is further secured by fixed deposit worth Rs. 700 lakhs held and pledge
with the bank as 10% cash margin towards the working capital facility of Rs 7,000 lakhs provided by the bank.

vi. Working capital facility from Kotak Bank Ltd is further secured by fixed deposit worth Rs. 500 lakhs held and
pledge with the bank as 10% cash margin towards the working capital facility of Rs 4,950 lakhs provided by the
bank.

vii. Working capital facility from IDFC Bank Ltd is further secured by fixed deposit worth Rs. 250 lakhs held and pledge
with the bank as 10% cash margin towards the working capital facility of Rs 2,500 lakhs provided by the bank.

viii. Overdraft facility availed from banks are repayable on demand. Same is secured against the fixed deposits of Rs.
641.41 Lakhs held with respective banks.

ix. Reconciliation of quarterly returns submitted to the working capital lender being Kotak Mahindra Bank, HDFC
Bank, IDFC Bank, Axis Bank and Citi Bank from whom working capital facility and working capital term loan have
been availed based on security of current assets:

Note : 1 On account of inclusion of advance to suppliers in quarterly statements, valuation of inventory including custom
and other duties / taxes paid thereon and non-adjustments of exchange rate differences.

Note : 2 No material discrepancies.

Note : 3 Amount reported in quarterly statements pertains to trade payable in respect of goods and other trade payable
were not included therein.

Note : 4 On account of non-inclusion of stock in transit and corresponding trade payable in quarterly statement and
valuation of inventory

Note : 5 Amount of trade payable excessive reported in the statement submitted to bank.

Note : 6 Advances given and outstanding was adjusted while reporting the trade payable in the statement submitted
to bank.

40 Corporate Social Responsibility (CSR) expenditure

a) The CSR activities of the Company shall include, but not limited to any or all of the sectors/activities as may be
prescribed by Schedule VII of the Companies Act, 2013 amended from time to time.

b) During the year ended 31 March 2025, the Company has incurred an expenditure of Rs. 218.00 lakhs (31st March
2024 : Rs. 62.50 lakhs) towards CSR activities which includes contribution / donations made to the trusts which are
engaged in activities prescribed under section 135 of the Companies Act, 2013 read with Schedule VII to the said
Act.

d) Nature of CSR activities undertaken by the Company -

i) Eradicating hunger, poverty and malnutrition

ii) Promoting health care including preventive health care and sanitation

iii) Promoting education, including special education and employment enhancing vocation skills

41 Financial instruments

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current
liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely
due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters
such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances
are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not
materially different from their carrying amounts.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on
observable market data.

Fair value estimation

For financial instruments measured at fair value in the Balance Sheet, a three level fair value hierarchy is used that reflects
the significance of inputs used in the measurements. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs
(Level 3 measurements).

The categories used are as follows:

• Level 1: quoted prices for identical instruments

• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: inputs which are not based on observable market data.

For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is
summarised below:

There were no significant changes in classification and no significant movements between the fair value hierarchy
classifications of financial assets and financial liabilities during the year.

42 Financial risk factors

The Company’s principal financial liabilities comprise loans and borrowings, advances and trade and other payables.
The purpose of these financial liabilities is to finance the Company’s operations and to provide to support its operations.
The Company’s principal financial assets include loans, trade and other receivables and cash and cash equivalents that
derive directly from its operations.

The Company’s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews and
agrees policies for managing each of these risks, which are summarised as below.

(a) Liquidity risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset. Liquidity risk management implies maintenance sufficient cash
including availability of funding through an adequate amount of committed credit facilities to meet the obligations
as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its
short term and long term liabilities as and when due. Anticipated future cash flows are expected to be sufficient to
meet the liquidity requirements of the Company.

(i) Financing arrangements

The Company has access to the following undrawn borrowing facilities as at the end of the reporting period:

(b) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk, such as equity price risk and commodity risk. Financial instruments affected by market risk includes investment,
deposits, foreign currency receivables and payables. The Company’s treasury team manages the Market risk, which
evaluates and exercises independent control over the entire process of market risk management.

(i) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company has foreign currency loan and trade payables and is
therefore exposed to foreign exchange risk. The exchange rates have been volatile in the recent years and
may continue to be volatile in the future. Hence the operating results and financials of the Company may be
impacted due to volatility of the rupee against foreign currencies.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate
because of changes in market interest rates. According to the Company, interest rate risk exposure is only
for floating rate borrowings. The Company is not significantly exposed to the interest rate risk, since the
borrowings of the Company are on Fixed interest rate basis.

(iii) Commodity risk Commodity price risk arises due to fluctuation in prices of crude oil. Volatility in Crude Oil
prices, Currency fluctuation of Rupee vis-a-vis other prominent currencies coupled with demand-supply
scenario in the world market affect the effective price and availability. The Company manages this risk by
widening its source base, appropriate contracts and commitments and well planned procurement.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual
obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash
and cash equivalents, deposits with banks and other financial instruments.

Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously
monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of
business.

43 (a) Capital management

The Company’s objectives when managing capital are to :

(i) safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and

(ii) maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may issue new shares, adjust the amount of
dividends paid to shareholders etc. The Company's policy is to maintain a stable and strong capital structure with a
focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development
and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its
capital structure.

44 Segment Reporting

The Company's Board of Directors consisting of Managing Director together with the Chief Financial Officer has been
identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108 "Operating Segments". The
CODM evaluates the Company's performance and allocated the resources based on an analysis of various performance
indicators. The Company is principally engaged in the business activities of Ancillary Infra i.e. manufacturing and trading
of Bitumen and Allied Products, Logistics of Bitumen and Liquefied Petroleum Gas (LPG) and energy generation through
Wind Mills. The Company has accordingly identified these 3 activities as Operating segments in accordance with
requirements of Ind AS 108 on ‘Operating segments’.

49 Recent accounting pronouncements

New Standards issued or amendments to the existing standard but not yet effective :

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time.

During the year ended March 31, 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to
Ind As 116 - Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has
assessed that there is no impact on its financial statements.”

On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These
amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange
rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning
on or after April 1, 2025. The Company has assessed that there is no impact on its financial statements.

50 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III TO THE
COMPANIES ACT, 2013

i) Event after reporting date

There have been no events after the reporting date.

ii) Details of Benami Property Held

No proceedings have been initiated during the financial year or pending as at the end of the financial year
against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) and rules made thereunder.

iii) Wilful Defaulter

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender
in the current or preceeding financial year.

iv) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act
read with Companies (Restriction on number of Layers) Rules, 2017 for the financial years ended 31st March
2025 and 31st March 2024.

v) Utilisation of borrowed funds and share premium

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company
has also not received any fund from any parties (Funding Party) with the understanding that the Company
shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

vi) Compliance with approved Scheme(s) of Arrangements

There is no any scheme of Arrangement or Amalgamation initiated or approved by the Board of Directors and
Shareholders of the Company during the year ended 31st March 2025 and 31st March 2024.

vii) Undisclosed income

There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act,1961 (such as search or survey), that has not been recorded in the books of account.

viii) Title deeds of Immovable Properties not held in name of the Company

The title deeds of the immovable properties possess by the Company are held in the name of the Company
(other than properties where the Company is the lessee and the lease agreements are duly executed in favour
of the lessee).

ix) Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual currency during the current or preceeding
financial year.

x) Registration of charges or satisfaction with Registrar of Companies (ROC)

“All charges or satisfaction are registered with ROC and the Company does not have any charges
or satisfaction of charges which is yet to be registered with Registrar of Companies within the
statutory period for the financial years ended 31st March 2025 and 31st March 2024 except as under:

a) Two charge registered in favor of HDFC Bank Ltd needs to be modified so as to align the same
with the present working capital facility and bank guarantee facility obtained from the Bank.

b) One charge registered in favor of HDFC Bank Ltd for Rs. 261.50 lakhs needs to be satisfied as the charge was
created for proposed borrowing for which, no disbursment was taken and loan is not availed by Company.”

xi) Relationship with Struck off Companies

The Company have not entered into any transaction during the current or previous financial year with the
companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956 and there is no outstanding receivable from / payable to such companies as at the end
of year.

52 The Company is yet to receive balance confirmations in respect of certain financial assets and financial liabilities.
The Management does not expect any material difference affecting the current year’s financial statements due to
the same.

53 The financial statements were approved for issue by the Board of Directors on 23rd May, 2025.

54 The figures of the previous year’s have been regrouped or reclassified wherever necessary to make them
comparable.

As per our report of even date For and on behalf of Board of Directors of

For Singhal Sanklecha & Co LLP Agarwal Industrial Corporation Limited

Chartered Accountants CIN : L99999MH1995PLC084618

(Firm Registration No : 025768C / C400376)

CA Vipin Kumar Sanklecha Jaiprakash Agarwal Mahendra Agarwal

Partner Managing Director Director

Membership No. 101710 (DIN : 01379868) (DIN : 01366495)

Lalit Agarwal Vipin Agarwal

Place : Mumbai Whole Time Director Chief Financial Officer

Date : 23rd May 2025 (DIN : 01335107)