Agarwal Industrial Corporation Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS OF AGARWAL INDUSTRIAL CORPORATION LIMITED

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

				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Revenue	201948.54	180569.78	240947.27	213042.50
Profit before Depreciation, Finance Costs and Tax	9829.49	9172.93	21269.02	17794.19
Less: Depreciation	1179.56	1144.65	4783.40	3009.56
Less: Finance Costs	1414.87	1334.82	3009.90	2066.04
Profit Before Tax	7235.07	6693.46	13475.71	12718.60
Less: Provision for Tax
(a) Current Tax	1870.00	1700.00	1902.95	1758.81
(b) Deferred Tax (Assets)/ Liability	1.77	27.99	2.78	32.41
(c) Short Provision for Tax for earlier years	0.32	4.55	1.32	5.38
Profit After Tax	5362.98	4960.91	11568.65	10921.96
Other Comprehensive Income/ (Loss)	6.15	-3.43	487.75	182.81
Total Comprehensive Income For The Year	5369.13	4957.48	12056.40	11104.78
Dividend Paid	448.73	373.94	448.73	373.94
Tax on Dividend Paid	-	-	-	-
Balance carried to Other Equity	4920.4	4583.54	11607.67	10617.40

2. TRANSFER TO RESERVES

The Company has transferred Rs.4920.4 Lakhs to the Other Equity for the F.Y. March 31, 2025 after appropriating Rs. 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 Rs. 201948.54 lakhs for the financial year ending March 31, 2025, representing a 11.84% increase compared to the previous years revenue of Rs. 180569.78 lakhs. Moreover, the Profit Before Tax (PBT) for the current year stood at Rs. 7235.07 lakhs, up from Rs. 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 Rs. 5362.98 lakhs compared to Rs. 4960.91 lakhs last year, indicating a 8.10% increase. This growth reflects the Companys 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 Rs. 10/- each fully paid up aggregating to Rs.14,95,77,890 /-.

6. DIVIDEND

Your Directors have recommended a equity dividend of Rs. 3.30/- of Rs. 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 Companys 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 Rs.1659.13 Lakhs including Capital Work in Progress Rs.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 Companys 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 Companys 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 Companys 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 Companys 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 years 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 Hble 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 Honble 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 Hble 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 businesss 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 Companys 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 Companys 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 under Notes 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 Companys 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 Companys 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 (NonIndependent)

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.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Directors & Officers Insurance

As per Regulation 25 of SEBI (LODR), 2015 the Company has taken Directors & Officers Insurance from Pioneer Insurance & Reinsurance Brokers Pvt. Ltd.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

This requirement highlights how important independent directors are for providing unbiased oversight. They help make sure that the Boards decisions are not swayed by management or major shareholders.

18. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Directors In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the Familiarisation Programme are available on the website of the Company at www. aicltd.in

19. BOARD PERFORMANCE EVALUATION

During the year under review, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual

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 Companys 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/Companys operations and the Companys 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/ Companys operations and the Companys 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 Companys 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 Companys promoters, except as provided under law.

• The Directors should maintain an arms 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 Companys 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 Womens 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 Companys 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 Companys 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 Directors 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:

	(Rs. in Lakhs)
Particulars	F.Y. 2024-25 (Audited)
Earnings	649.84
Outgo	166622.68

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 Boards 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 Companys 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: Rs.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 Companys 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 Companys 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 Boards 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