The Directors have pleasure in presenting the Thirty-first Annual Report of M/s Agarwal Industrial Corporation Limited
(“the Company” or “AICL”) together with its Audited Financial Statement for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

R in Lakhs)

2. TRANSFER TO RESERVES

The Company has transferred ^4920.4 Lakhs to
the Other Equity for the F.Y. March 31, 2025 after
appropriating ^ 448.73 Lakhs towards dividend paid
for the F.Y. ended March 31, 2024.

3. RESULTS OF OPERATIONS

Standalone Accounts

The Company reported a total revenue of ^
201948.54 lakhs for the financial year ending March
31, 2025, representing a 11.84% increase compared
to the previous year’s revenue of ^ 180569.78 lakhs.
Moreover, the Profit Before Tax (PBT) for the current
year stood at ^ 7235.07 lakhs, up from ^ 6693.46
lakhs in the previous year, marking an increase of
approximately 8.09%. The Profit After Tax (PAT) also
showed a positive trend, reaching ^ 5362.98 lakhs
compared to ^ 4960.91 lakhs last year, indicating a
8.10% increase. This growth reflects the Company’s
consistent performance and strategic initiatives.

During the Financial Year ended on 31^st March 2025, the
Company under its Ancillary Infra - Bitumen and allied

products segment, sold 5,35,938.62 MTS of Bitumen
and allied products as compared to 4,90,813.49 MTS
sold during the corresponding previous financial year
ended on 31^st March 2024, thus registering a growth
of 9.19 %.

Consolidated Accounts

On a consolidated basis, the Earnings before
interest, depreciation, exceptional items and taxation
amounted to 21,269.02 Lakhs as against 17,794.19
Lakhs in the previous financial year. The consolidated
operations have resulted in a net profit of 11568.65
Lakhs (after exceptional items) during the financial
year under report as against 10921.96 Lakhs in the
previous financial year, an increase of 5.92%.

4. STATE OF AFFAIRS & BUSINESS OVERVIEW
(STANDALONE)

The Company primarily belongs to Ancillary Infra
Industry and is engaged in the business of (i)
manufacturing and trading of Bitumen and Allied
products used heavily in infrastructure projects (ii)
providing Logistics for Bulk Bitumen and LPG through
its own Specialized Tankers and (iii) also generates

power through Wind Mills. These businesses are of
seasonal nature due to which revenue gets varied.

The management is optimistic about sustaining this
growth trajectory by continuing to focus on operational
efficiencies and exploring new market opportunities.

MANUFACTURING & BULK BITUMEN STORAGE
FACILITIES

The Company has its manufacturing and storage
units at Taloja, Belgaum, Baroda, Hyderabad, Cochin
(through its wholly owned subsidiary - Bituminex
Cochin Private Limited) and at recently added unit at
Pachpadra City, Dist. Barmer, (Rajasthan). Further,
the Company has started full fledged operations
at its recently established manufacturing and
storage facilities of Bitumen and other value added
Bituminous products at Guwahati, Assam and which
would endeavor to expand and develop Bitumen
trade in Eastern states as Bitumen is extensively
used in infrastructure projects more specifically in
road construction projects initiated by the State
Government.

BULK BITUMEN STORAGE FACILITIES TO FACILITATE
IMPORTS

The Company has Bulk Bitumen Storage facilities
to effectively handle and market bitumen imports at
Mumbai, Maharashtra , Vadodara, Gujarat, Karwar,
Haldia, West Bengal, Dighi ( Company Owned),
Maharashtra , Hazira ( Loading ) and Mangalore.

BULK BITUMEN TRANSPORTATION

We are the pioneers of logistics in Bitumen, which is
predominantly used in road construction business. It
can be procured either in bulk or in packed form. In
either case the product has to be dispatched to the
construction site or to the storage facilities of our
industrial consumers. The bulk bitumen is transported
via specially designed tankers that are insulated
and have pumping facility for loading and unloading
the bitumen. Most of our Bitumen tankers are under
contract with major oil companies in India like HPCL,
BPCL and IOCL and by other major consumers of the
product.

BULK LPG TRANSPORTATION

We are amongst the leading transporters of LPG in
India, which is the most widely used fuel for domestic
as well as industrial purposes. While we already own
a large fleet of tankers, we also hire tankers on long
term contracts to cater to the demand from customers
LPG is mainly sourced from domestic refineries and
via bulk imports. Bulk LPG is mainly transported from
the source to the industrial user or to their bottling
plants through specially designed tankers LPG, being
highly inflammable, require tankers that take care

of all safety aspects while loading, transporting and
unloading. Most of the LPG tankers are under contract
with major oil companies like HPCL, BPCL and IOCL.

POWER GENERATION THROUGH WIND MILLS

The Company has diversified into Non-Conventional
energy generation by installing wind mills at
Rajasthan and Maharashtra, keeping in view of the
likely shortage of energy resources in future. Your
Company has one Windmill at Dhulia, Maharashtra
and one in Jaisalmer, Rajasthan.

AUTHORIZED SERVICE CENTRE OF ASHOK
LEYLAND

We own a large fleet of tankers which necessarily
calls for regular periodic checks and maintenance.
As also, our entire fleet of tankers comes from the
Ashok Leyland stable. Both these factors influenced
our decision to set up an authorized service center,
for Ashok Leyland vehicles, within the company. Not
only does this ensure a timely turnaround of the fleet
serviced but is an economically beneficial proposition
for the company. We have our own workshop and
maintenance facilities at strategic locations like
Mumbai, Vadodara, and Jodhpur.

5. SHARE CAPITAL

The paid-up share capital of the Company as on 31st
March, 2025 is 1,49,57,789 Equity Shares of ^ 10/-
each fully paid up aggregating to ^14,95,77,890 /-.

6. DIVIDEND

Your Directors have recommended a equity dividend of
Rs. 3.30/- of ^ 10/- each fully paid up for the financial
year ended March 31, 2025 subject to declaration
by the shareholder at the ensuing Annual General
Meeting.

The total dividend paid/recommended for the financial
year under report is in line with the Company’s
dividend distribution policy which is placed on the
https://drive.google.com/file/d/152nNLN2aR2SVI 9pV
Sn4EZNT146pBkXs/view

7. CAPITAL EXPENDITURE

As on March 31, 2025, the capital expenditure during
the year under review amounted to ' 1659.13 Lakhs
including Capital Work in Progress ' 1,555,23 Lakhs

8. FINANCIAL STATEMENTS

The standalone and consolidated financial statements
are prepared in accordance with the Indian Accounting
Standards (Ind-AS) as prescribed under Section 133
of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016. In accordance with Indian
Accounting Standard (Ind AS-110), the audited

consolidated financial statements are also provided in
the Annual Report.

The Audited Consolidated Financial Results for the F.Y
ended on March 31, 2025 include the financial results
of its Wholly Owned Subsidiary (WOS) Companies-

(i) Bituminex Cochin Private Limited, and (ii) AICL
Overseas FZ-LLC and (iii) Agarwal Translink private
Limited (iv) AICL Finance Private Ltd.

9. CREDIT RATING

During the year under report, CRISIL Rating has
reviewed and assigned/affirmed the following ratings
to Company’s working capital limits including Working
Capital Demand Loan as follows -

• Long term Rating - CRISIL A/ Stable

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), Agarwal Translink
Private Limited, AICL Overseas FZ-LLC (UAE), and
AICL Finance Private Limited are wholly owned
subsidiaries (W.O.S.) of the Company and are steadily
carrying out their respective business operations.
However, AICL Finance Private Limited has not yet
commenced business activities and is currently in the
process of obtaining the necessary approvals from the
relevant statutory authorities.

The Company’s Indian Wholly Owned Subsidiary
Company - Bituminex Cochin Private Limited is also in
the business of manufacturing and trading of Bitumen
and Bituminous products whereas its Overseas
Wholly Owned Subsidiary Company - AICL Overseas
FZ- LLC, RAS AL KHAIMAH, UAE is in the business
activity of ship chartering and is in possession of
Vessels and is carrying its commercial operations in
accordance with the guidelines / notifications with
regard to Overseas Direct Investments (ODI) issued
by the Reserve Bank of India from time to time. This
Overseas WOS presently has its own 11 Vessels which
together have ferrying capacity of about 1,13,549
Mts of Bulk Bitumen / Bulk Liquid Cargo. Agarwal
Translink Private Limited is another Indian Wholly
Own Subsidiary of the Company which is engaged in
the business of transportation of Bitumen, LPG, LSHS
and owns large fleet of specialized Bitumen Tankers
and also operates a BPCL Petrol Pump in Shahpur,
Asangaon, Maharashtra.

Material Subsidiary

Pursuant to Regulation 16(1)(c) of the Listing
Regulations AICL Overseas FZ-LLC has become
material subsidiary.

During the year under review, the Company has not
disposed of any shares in its material subsidiaries or

disposed or leased the assets amounting to more than
twenty percent of the assets of the material subsidiary.

There are no Joint Ventures or Associate Companies
related to your Company.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing salient features of the financial
Statements of the Company’s Subsidiaries in Form
AOC-1 is attached to the financial statements of the
Company. Pursuant to the provisions of Section 136
of the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited accounts in respect
of subsidiary are available on the website of the
Company: www.aicltd.in.

There are no joint ventures or associate companies
as defined under the Companies Act, 2013 and
Rules made thereunder, as amended.

11. MATERIAL CHANGES AND COMMITMENTS AFTER
THE END OF THE FINANCIAL YEAR

• The Company entered into Share Purchase
Agreement for the purpose of acquisition of
100% shareholding of Konkan Storage Systems
(Karwar) Pvt. Ltd., post financial year ended
March 31, 2025.

For details of the agreement mentioned herein
above please refer to the Company’s Website -
www.aicltd.in under Corporate Information and
Updates

Previous Matters:

• Since the previous Directors’ Report, there has
been no material changes and commitments
affecting the financial position of the Company
between the end of the financial year and the date
of this Report except as stated hereinafter.

(i) As reported in the previous year’s Annual
Report , the Company received two Property
Tax related Bills from Panvel Municipal
Corporation with regard to its two Industrial
Plots No.36 & 37 situated at MIDC Industrial
Estate, at Taloja, Dist. Raigad, amounting to
Rs 2,39,225/- & Rs 12,31,501/- respectively,
calculated from retrospective years without
giving adequate information and details. The
similar Bills were issued to other units also.
Accordingly, in this regard, a Civil Writ Petition
has been filed by Taloja Manufacturers’
Association (TMA) and its Members (our
Company being a Member of TMA) jointly in
the H’ble High Court of Judicature at Bombay
against the State of Maharashtra & Others on
16/04/2022, which is still pending for disposal.

(ii) It may be recalled that in the previous Report,
we had mentioned that Panvel Municipal
Corporation (PMC) had raised LBT demand
on erstwhile merged Company, Agarwal
Petrochem Private Limited for the period Jan-
Jun 2017, which in line with others Petitioners,
had filed a Writ Petition in the Hon’ble Bombay
High Court, which as an interim relief has
directed the PMC not to initiate any coercive
action against the petitioners till the further
orders. Accordingly, the actual financial
impact of such demand are not known due
to pending assessments and the status of the
case remains the same. Till date, the matter is
still pending for adjudication in the said H’ble
Bombay High Court .

(iii) The Asst. Commissioner of Customs, Kakinada
had filed three Appeals with The Commissioner
(Appeals), Customs, Central Excise and
Service Tax, Guntur, after the Review Orders
were passed by the Commissioner of Customs
(Preventive), to set aside three Orders-in-
Original, two dated 08.11.2017 and one
dated 30.11.2017 respectively, passed by the
Asst. Commissioner of Customs, Kakinada
sanctioning thereby Special Additional Duty
refunds aggregating to Rs. 86.55/- Lakhs to
the Company. The Commissioner (Appeals),
Customs, Central Excise and Service Tax,
Guntur vide its three Orders dated 29.06.2018,
set aside all three Orders-in-Original passed by
the Asst. Commissioner of Customs, Kakinada
as stated herein above and allowed all three
Applications filed by the Asst. Commissioner
of Customs, Kakinada. In this regard, against
the aforesaid three Orders passed by the
Commissioner (Appeals), Customs, Central
Excise and Service Tax, Guntur, your Company
has already filed respective Appeals with
the Customs, Excise & Service Tax Appellate
Tribunal at Hyderabad and the matter is still
pending.

(iv) The Company received a notice from the
Madhya Pradesh GST Authorities demanding
tax penalty under Section 129(1)(a) of the
CGST Act, demanding IGST amount to Rs.
1,23,596 and penalty of similar amount
aggregating to Rs. 2,47,192/- on the ground
that the part B of e-way bill with regard to
vehicle no. MH04GF1435 was not uploaded.
Again this notice an appeal has been filed
before the Appellate Authority and the matter
is pending.

12. INTERNAL CONTROLS AND INTERNAL FINANCIAL
CONTROLS

The management team recognises that robust internal
controls are foundational to sound governance.
Actions derived from consensus-based business
strategies should operate within a structured system
of oversight and balance. The leadership is dedicated
to maintaining an internal control environment
proportionate to the business’s scale and intricacy.
This environment is designed to ensure adherence to
internal protocols, compliance with pertinent laws and
regulations, and the integrity and precision of financial
records. It also aims to bolster operational efficiency,
safeguard company assets, and aid in preventing and
detecting fraud, inaccuracies, and anomalies, thereby
substantially mitigating risk exposure.

The Company has established a comprehensive
internal controls framework. This framework
encompasses an array of policies, procedures,
and mechanisms that are pivotal in augmenting
operational efficiency and effectiveness, curtailing
risks and expenditures, and fostering enhanced
decision-making and accountability.

The internal financial controls framework, an integral
component of the broader internal controls system, is
pivotal in guaranteeing the dependability and precision
of financial reporting. This framework facilitates the
meticulous preparation of financial statements by
generally accepted accounting standards.

13. WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to
provide a mechanism for the Directors and employees
to report genuine concerns about any unethical
behavior, actual or suspected fraud or violation of the
Company’s Code of Conduct. The provisions of this
policy are in line with the provisions of Section 177
(9) of the Act and as per Regulation 22(1) of the SEBI
(Listing Obligation and Disclosure Requirements),
Regulations 2015. The Whistle Blower Policy can be
accessed on the Company’s website - www.aicltd.in.

14. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013, (“THE ACT")

Particulars of loans given, investments made, securities
provided and guarantees provided on behalf of WOS
to bank(s) are mentioned in the financial statement
underNotes 46 respectively of the said statement.

15. RISK MANAGEMENT

The Company has constituted a Risk Management
Committee, details of which are set out in the Corporate
Governance Report. The Company has adopted a
Risk Management Policy, pursuant to the provisions of

Section 134 of the Act, which has a Risk Management
framework to identify and evaluate business risks
and opportunities. This framework seeks to create
transparency, minimize adverse impact on business
objective and enhance the Company’s competitive
advantage. The risk framework defines the risk
management approach across the enterprise at
various levels including documentation and reporting.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

a. in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards read with
requirements set out under Schedule III to the Act,
have been followed and that there are no material
departures from the same;

b. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March
31, 2025 and of the profits of the Company for the
year ended on that date;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. the Directors have prepared the accounts for the
Financial Year ended March 31, 2025 on a ‘going
concern’ basis;

e. the Directors have laid down internal financial
controls to be followed by the Company and that
such financial controls are adequate and are
operating effectively;

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

As on March 31, 2025, your Company’s Board has
eight members. This includes one Non-Executive Non¬
Independent Director connected to the Promoters
Group, three Executive Directors, and Four Independent
Directors, one of whom is a Woman Independent
Director.

• Composition of Board of Directors

1. Mr. Jai Prakash Agarwal, Managing Director

2. Mr. Ram Chandra Agarwal, Whole-time
Director

3. Mr. Lalit Agarwal, Whole-time Director

4. Mr. Mahendra Agarwal, Director (Non¬
Independent)

5. Mr. Suresh Kotteeri Nair, Independent Director

6. Mr. Mahendra Pimpale, Independent Director

7. Mr. Balraj Subramaniam, Independent
Director

8. Mrs. Khushboo Mahesh Lalji, Independent
Director

The details of the KMPs are as follows:

1. Mr. Jaiprakash Agarwal, Managing Director,

2. Mr. Lalit Agarwal, Whole Time Director

3. Mr. Ramchandra Agarwal, Whole Time
Director

4. Mr. Vipin Agarwal, CFO

5. Ms. Yashee Agrawal, CS and Compliance
Officer (w.e.f June 16, 2025)

Changes in KMPs

During the year, the following was the change in
Director/ Key Managerial Personnel:

1. Ms. Dipali Pitale occupied the position of
Company Secretary & Compliance Officer of
the Company till February 20, 2025.

2. Mr. Vipin Agarwal, CFO of the Company was
appointed as Interim Compliance Officer
of the Company, post the resignation of
Company Secretary and Compliance Officer
as mentioned in para 1 above.

3. Ms. Yashee Agrawal w.e.f June 16, 2025
appointed as Company Secretary and
Compliance Officer

Director Retiring by Rotation

Mr. Ram Chandra Agarwal retire by rotation at
the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment. Brief
profile of the Mr. Ram Chandra Agarwal is part of
the Notice of the ensuing Annual General Meeting.

You can find details about the Board and
Committee composition, director tenure, and more
in the Corporate Governance Report, which is part
of this Annual Report.

Directors pursuant to the provisions of the Act and
the corporate governance requirement as prescribed
by Securities Exchange Board of India (SEBI) under
Regulation 17(10) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the
Board after seeking inputs from the Directors on the
basis of the criteria such as the Board Composition
and structures, effectiveness of board processes,
information and functioning, etc. The Board evaluates
performance of the committees after seeking inputs
from the committee members on the basis of the
criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board
and the Nomination and Remuneration Committee
(NRC) reviewed the performance of the individual
Directors on the basis of the criteria such as the
contribution of the individual Director to the Board
and Committee Meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors,
performance of the board as a whole was evaluated,
taking into account the views of the Executive Directors
and Non-Executive Directors. The same was discussed
in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of
the Board, its committees and individual Directors was
also discussed.

20. REMUNERATION POLICY AND CRITERIA FOR
APPOINTMENT OF DIRECTORS

The Company had adopted a Remuneration Policy,
subject to review from time to time for the Directors,
KMP and other employees, pursuant to the provisions
of the Companies Act 2013 and Regulation 19(4) read
with Part B of Schedule II of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The
key principles governing the Company’s Remuneration
Policy are as follows:

Remuneration for Independent Directors and Non¬
Independent Non-Executive Directors:

• Independent Directors are being paid Rs. 20,000/-
as the Sitting Fee for attending all Board Meetings
alone.

• Overall remuneration should be reasonable and
sufficient to attract, retain and motivate Directors
aligned to the requirements of the Company,
taking into consideration the challenges faced by
the Company and its future growth imperatives.

• Remuneration paid should be reflective of
the size of the Company, complexity of the

sector/ industry/Company’s operations and the
Company’s capacity to pay the remuneration and
be consistent with recognized best practices.

• The remuneration payable to Directors shall be
inclusive of any remuneration payable for services
rendered in any other capacity, unless the services
rendered are of a professional nature and the
NRC is of the opinion that the Director possesses
requisite qualification for the practice of the
profession. Remuneration for Managing Director
(MD)/ Executive Directors (ED)/ Key Managerial
Personnel (KMP)/ rest of the Employees is paid.

• The extent of overall remuneration should be
sufficient to attract and retain talented and
qualified individuals suitable for every role. Hence
remuneration should be market competitive,
driven by the role played by the individual,
reflective of the size of the Company, complexity
of the sector/ industry/ Company’s operations
and the Company’s capacity to pay, consistent
with recognized best practices and aligned to any
regulatory requirements.

• Basic/ fixed salary is provided to all employees
to ensure that there is a steady income in line
with their skills and experience. It is affirmed
that the remuneration paid to Managing Director,
Whole Time Directors and KMP is as per the
Remuneration Policy of the Company.

As per Company’s Policy, the NRC is responsible for
developing competency requirements for the Board
based on the industry and strategy of the Company.
The NRC reviews and meets potential candidates,
prior to recommending their nomination to the Board.
At the time of appointment, specific requirements for
the position, including expert knowledge expected, is
communicated to the appointee.

The NRC has formulated the criteria for determining
qualifications, positive attributes and independence
of Directors in terms of provisions of Section 178
(3) of the Act and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirements), Regulations
2015. Independence: A Director will be considered as
an ‘Independent Director’ if he/ she meets with the
criteria for ‘Independence’ as laid down in the Act
and Regulation 16(1)(b) SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

Competency: A transparent Board nomination
process is in place that encourages diversity of
thought, experience, knowledge, perspective, age
and gender. It is ensured that the Board has a mix
of members with different educational qualifications,

knowledge and with adequate experience in banking
and finance, accounting and taxation, economics,
legal and regulatory matters.

Additional Positive Attributes:

• The Directors should not have any other
pecuniary relationship with the Company, its
subsidiaries, associates or joint ventures and the
Company’s promoters, except as provided under
law.

• The Directors should maintain an arm’s length
relationship between themselves and the
employees of the Company, as also with the
Directors and employees of its subsidiaries,
associates, joint ventures, promoters and
stakeholders for whom the relationship with these
entities is material.

• The Directors should not be the subject of proved
allegations of illegal or unethical behavior, in their
Private or professional lives.

• The Directors should have the ability to devote
sufficient time to the affairs of the Company.

21. INVESTORS EDUCATION AND PROTECTION FUND
(IEPF)

The Company has transferred to the Investors
Education and Protection Fund (IEPF) all the unpaid
dividend amounts required to be so transferred on or
before the due date(s) for such transfer. The Company
has also transferred to IEPF, such of the Company’s
equity shares in respect of which the dividend declared
has not been paid or claimed for seven consecutive
years.

The details of the unpaid / unclaimed dividends for the
last seven financial years are available on the website
of the Company www.aicltd.in.

The Company has appointed its Company Secretary
as the nodal officer under the provisions of IEPF.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a policy on ‘Protection
of Women’s Rights at Workplace’ as per the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. There
were no cases of sexual harassment received by the
Company during the F.Y. 2024-25 & between the end
of the financial year and the date of this Report.

Mrs. Harshada Patil is the External Member of Internal
Complaints Committee.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS

During the year under review, no significant material
orders were passed by the regulators or courts
tribunals impacting the going concern status and the
Company’s operations.

24. AUDITORS

a) Statutory Auditors & their Report

M/s. Singhal Sanklecha & Co LLP, the Chartered
Accountants (Firm Registration No 025768C)
were appointed as Statutory Auditors of the
Company at the 30th Annual General Meeting
held on September 13, 2024 for a term of 5 (five)
consecutive years from the conclusion of 30th
Annual General Meeting till the conclusion of the
35^th Annual General Meeting of the Company.
The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the
Company.

The Auditors’ Report does not contain any
qualification, reservation or adverse remark.
Further no fraud has been reported by the Auditor
under Section Sec 143(12) of the Companies Act,
2013.

The notes on financial statements referred to in
the Auditors’ Report are self-explanatory and do
not call for any further comments.

b) Secretarial Auditors & their Report

The Board of Directors had appointed M/s. P. M.
Vala & Associates, Practicing Company Secretary
(Membership No. FCS - 5193, CP No. 4237) to
carry out the Secretarial Audit of the Company
for the Financial Year 2024-25. The Report of
the Secretarial Auditor is annexed herewith as
ANNEXURE - I and forms part of this Report.

Pursuant to the Regulation it will be 24A(1)
(b) of SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 read with
Section 204 of Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board
of Directors have appointed M/s. P. M. Vala
& Associates, Practicing Company Secretary
(Membership No. FCS - 5193, CP No. 4237);
Peer Review Certificate Number 1884/2022),
Secretarial Auditor for a term of five (5) years from
the Financial Year 2025-26 Subject to approval of
the Shareholder in the ensuing Annual General
Meeting.

Secretarial Auditors' observations: The report
does not contain any qualifications, reservation or
adverse remarks.

c) Cost Auditor

Pursuant to the provisions of Section 148 and other
applicable provisions, if any, of the Companies
Act, 2013 and the Companies (Cost Records
and Audit) Rules, 2014 (including any statutory
modification(s) or re-enactments thereof, for the
time being in force), the Board of Directors of the
Company had appointed Mr. Vinayak Kulkarni,
Cost Accountant (Membership No. - 28559) as
the Cost Auditors to conduct the Cost Audit of the
Company for relevant segments for the Financial
Year ending March 31, 2025

With regard to the Financial year 2025-26, The
Board of Directors has proposed the appointment
of Mr. Vinayak Kulkarni as cost Auditor Subject
to approval of Shareholder in ensuing Annual
General Meeting.

d) Internal Auditor

The Company has in place an adequate internal
audit framework to monitor the efficacy of the
internal controls with the objective of providing to
the Audit Committee and the Board of Directors,
an independent, objective and reasonable
assurance on the adequacy and effectiveness
of the Company’s processes. The Board has
appointed Ms. Rashmi Agarwal M No. 104517
instead of Firm Registration No.159727W,
Chartered Accountants as the Internal Auditor of
the Company for the Financial Year 2024-25. The
Internal Auditor reports directly to the Chairman
of the Audit Committee. The Internal Audit
function develops an audit plan for the Company,
which covers, inter-alia, corporate, core business
operations, as well as support functions and is
reviewed and approved by the Audit Committee.

The Board of Directors of the Company has
approved the apportionment of Ms. Rashmi
Agarwal as Internal Auditor of the Company for
the Financial Year 2025-26

25. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory
auditors nor the secretarial auditors reported to the
Audit Committee, of any instances of fraud committed
in the Company by its officers or employees, as
required under Section 143(12) of the Act.

26. ANNUAL RETURN

The draft Annual Return as required under sub-section
(3) of Section 92 of the Act in form MGT-7 is made
available on the website of the Company and can be
accessed at www.aiclltd.in

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

As required under Section 134(3) (m) of the Act,
read with Rule 8 of the Companies (Accounts) Rules,
2014, the information relating to Conservation of
Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, during the Financial Year ended
March 31, 2025 is given as below:

(A) Conservation of Energy:

As stated in the Director’s Report, conservation of
energy is an ongoing process and, in this regard,
your Company ensures optimal use of energy,
avoid wastages and attempts to conserve energy
as best as possible. However, no significant
investments were made in this regard during the
year under review.

(B) Technology Absorption:

Your Company continues to adopt technology
absorption techniques which are effective and
have been successfully carried out for many
years now. In its endeavor to improve constantly,
your Company ensures regular monitoring and
reviewing of the existing technology and always
attempts if the same can be modified, upgraded or
improved upon for increased and better operations.
However, no specific research and development
activities were carried out during the year under
review.

(C) Foreign Exchange Earnings and Outgo:

28. DISCLOSURE PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013 READ
WITH COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL)
AMENDMENT RULES, 2016.

Disclosure pursuant to the Companies Act, 2013 read
with Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 is
attached herewith as per ANNEXURE- II.

However, since there were no employees drawing
remuneration in excess of the limit set out in the
aforesaid amended rules, the particulars of employees
required to be furnished pursuant to Section 197 (12)
read with Rule 5(2) and Rule 5 (3) of the Companies
(Appointment and Remuneration of Managerial
Personal) Amendment Rules,2016 does not form part
of this annual report.

29. CORPORATE GOVERNANCE

Your Company ensures maintaining highest standards
of corporate governance as per corporate governance
requirements formulated by SEBI. The report on
Corporate Governance as per SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015
forms an integral part of the Annual Report. Attached
as ANNEXURE - III. The requisite certificate from the
Auditors of the Company confirming compliance with

the conditions of Corporate Governance is attached to
report on Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as
prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided
in a separate section and forms part of this Annual
Report which includes the state of affairs of the
Company and there has been no change in the nature
of business of the Company during the financial year
ended March 31, 2025. Attached as ANNEXURE - IV

31. BOARD MEETINGS

The Board of Directors of the Company met 4 (four)
times during the year under review. The dates of the
Board meetings and the attendance of the Directors
at the meetings are provided in the Corporate
Governance Report, which forms a part of this Annual
Report.

32. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 10 (ten)
Committees. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate
Social Responsibility Committee. The Corporate
Governance Report, which forms part of this Annual
Report, includes details about the meetings and
composition of the Board’s committees.

33. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the
F. Y. 2024-25 on omnibus basis were approved by the
Board of Directors and the Audit Committee and were
also consented by the members in the Annual General
Meeting of the Company held on September 13, 2024
in accordance with Section 188 of the Companies Act,
2013 and Rules made thereunder (as amended) and
as per earlier Listing Agreements and subsequently on
the basis of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Details of related party transactions entered during the
F. Y. 2024-25 are placed under ANNEXURE -V as per
Form AOC-2 attached with this Directors’ Report. The
Policy on materiality of related party transactions may
be accessed on the Company’s website- www.aicltd.
in.

For the Related Party Transactions during the financial
year 2025-26, the Audit Committee has granted
omnibus approval for such transaction followed by
the approval of the Board of Directors, during their
respective meetings held on May 23, 2025. For Detail,
please refer to the notice of ensuing Annual General
Meeting.

34. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee
comprises of Mr. Jaiprakash Agarwal, Managing
Director, Mr. Lalit Agarwal, Whole Time Director
and Mr. Khushboo Lalji, an Independent Director.
Mr. Jaiprakash Agarwal, Managing Director, is the
Chairman of the Committee.

The details of the various projects and programs
which can be undertaken by the Company as a part
of its CSR Policy framework is available on its website
www.aicltd.in.

The disclosures required to be given under Section 135
of the Companies Act, 2013 read with Rule 8(1) of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are given in ANNEXURE- VI forming part
of this Board Report.

35. BUSINESS RESPONSIBILITYAND SUSTAINABILITY
REPORT (BRSR)

The BRSR relating to the Company for Financial Year

2024- 25 is attached as ANNEXURE- VII.

36. AUDIT COMMITTEE

Details of the Audit Committee along with its
constitution and other details are provided in the
Report on Corporate Governance.

37. BOARD POLICIES

The various policies that the Board has approved and
adopted in accordance with the requirements set forth
by the Act and the SEBI Listing Regulations can be
accessed at our website at www.aicltd.in

38. LISTING OF SHARES

The equity shares of your company have been listed
on the BSE and NSE. The listing fees for the year

2025- 26 have been duly paid.

39. APPLICATIONS MADE OR ANY PROCEEDING
PENDING UNDER THE IBC CODE, 2016

An Application under the IBC Code has been made
by the Company against a debtor of the Company
who owed a huge outstanding amount towards the
Company during the year under review and thereafter
till the date of this report.

40. COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial
Standards SS-1 & SS-2 issued by the Institute of
Company Secretaries of India and forming part of the
Act on Board Meetings and General Meetings.

41. DEPOSITS

During the year under review, the Company has not
accepted any deposits from the public falling within the
meaning of the provisions of Chapter V - Acceptance
of Deposits under Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

42. STATUS OF UNCLAIMED/ UNPAID DIVIDEND
AMOUNTS

The status of unclaimed/ unpaid Dividend amounts as
on March 31, 2025: ^3.15 Lakhs

43. BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met
all its obligations towards repayment of principal and
interest on loans availed.

44. PROHIBITION OF INSIDER TRADING

The Company has established a Code of Conduct
for Prohibition of Insider Training (“Code”) to govern,
monitor, and report trading in the Company’s shares
by designated persons and their immediate relatives,
in accordance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015.

The Code outlines the procedures that designated
persons must follow when trading or dealing in the
Company’s shares and sharing Unpublished Price
Sensitive Information (“UPSI”).

45. WEBSITE OF THE COMPANY

www.aicltd.in is the website of the Company.

46. OTHER DISCLOSURES

The Board states that no disclosure or reporting is
required in respect of the following items as there were
no transactions on these items during the financial
year:

a) As per rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued equity shares with differential rights as
to dividend, voting or otherwise;

b) As per rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued shares (including sweat equity shares)
to employees of the Company under any scheme;

c) As per rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued equity shares under the Employees
Stock Option Schemes;

d) Neither the Managing Director nor the Whole
Time Directors of the Company receive any
remuneration or commission from its subsidiary;

e) Since the Company has not formulated any
scheme of provision of money for the purchase of
own shares by employees or by the trustee for the
benefit of the employees in terms of Section 67(3)
of the Act, no disclosures are required to be made;

f) There was no revision of financial statements
and the Board’s Report of the Company during
financial year;

g) There has been no change in the nature of
business of the Company;

47. MATERNITY BENEFIT ACT, 1961

The Company shall complied with the provisions of
the Maternity Benefit Act, 1961, if any such situation
arise.

48. ACKNOWLEDGEMENT

Your Directors place on record their deep sense of
appreciation for the contribution made by employees
towards the success and growth of your Company.
Your Directors also thank all the shareholders,
investors, customers, vendors, bankers, business
partners, government and regulatory authorities for
their continued co-operation and support.

On behalf of the Board of Directors
Agarwal Industrial Corporation Limited

Lalit Agarwal Jaiprakash Agarwal

Whole Time Director Managing Director

(DIN:01335107) (DIN: 01379868)

Place: Mumbai
Date: August 14, 2025