Directors Report of Agarwal Industrial Corporation Ltd.

Mar 31, 2025

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)

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 ^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
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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.

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 Board’s
decisions are not swayed by management or
major shareholders.

8. 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

9. 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 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:

Particulars	F.Y. 2024-25 (Audited)
Earnings Outgo	649.84 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 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

---

Mar 31, 2024

The Directors have pleasure in presenting the Thirtieth Annual Report of M/s AGARWAL INDUATRIAL CORPORATIONN LIMITED together with its Audited Statement of Profit and Loss for the Financial Year ended March 31, 2024 and the Balance Sheet as on that date:

1. FINANCIAL RESULTS

Particulars	Standalone
Financial Year Ended on	2023-24 Audited	2022-23 Audited
Total Revenue	180569.78	177685.67
Profit before Depreciation, Finance Costs and Tax	9172.92	8920.01
Less: Depreciation	1144.65	1277.26
Less: Finance Costs	1334.82	1005.84
Profit Before Tax	6693.46	6636.91
Less: Provision for Tax
(a) Current Tax	1700.00	1750.00
(b) Deferred Tax (Assets)/ Liability	27.99	-76.17
(c) Short Provision for Tax for earlier years	4.55	28.44
Profit After Tax	4960.91	4934.64
Other Comprehensive Income/ (Loss)	-3.43	-2.89
Total Comprehensive Income For The Year	4957.48	4931.75
Dividend Paid	373.94	289.15
Tax on Dividend Paid	-	-
Balance carried to Other Equity	4583.54	4642.6

2. RESULTS OF OPERATION (Standalone)

The Company reported a total revenue of '' 180,569.78 lakhs for the financial year ending March 31, 2024, representing a 1.62% increase compared to the previous year''s revenue of '' 177,685.67 lakhs.

Moreover, the Profit Before Tax (PBT) for the current year stood at '' 6,693.46 lakhs, up from '' 6,636.91 lakhs in the previous year, marking an increase of approximately 0.85%. The Profit After Tax (PAT) also showed a positive trend, reaching '' 4,958.54 lakhs compared to '' 4,934.64 lakhs last year, indicating a

0.48% increase. This growth reflects the Company''s consistent performance and strategic initiatives.

During the Financial Year ended on 31st March 2024, the Company under its Ancillary Infra - Bitumen and allied products segment, sold 4,90,813 MTS of Bitumen and allied products as compared to 4,23,925 MTS sold during the corresponding previous financial year ended on 31st March 2023, thus registering a growth of 15.78 %.

3. STATE OF AFFAIRS & BUSINESS OVERVIEW

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 TRANSPOTATION

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 TRANSPOTATION

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, Baroda and Jodhpur.

4. SHARE CAPITAL

Issued and Paid up Capital of the Company is comprised of 1,49,57,789 Equity Shares of Face Value of '' 10/ each amounting to ''14,95,77,890 /- as on date.

5. DIVIDEND

Your Directors have recommended a dividend of '' 3.00 per equity share of the face value of ''10/- each fully paid up for the financial year ended March 31, 2024. The dividend distribution is subject to approval of the members of the Company at the ensuing Annual General Meeting.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1st April 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed '' 5,000/-. The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

DIVIDEND DISTRIBUTION POLICY WEB LINK

As per Regulation 43 A of LODR the Dividend Distribution Policy is uploaded on website of the Company viz.www.aicltd.in and the weblink is:

https://drive.google.com/fi le/d/152nNLN2aR2SVI_9p VSn4EZNT146pBkXs/view

6. AMOUNT CARRIED TO OTHER EQUITY

The Company has transferred '' 4583.54 Lakhs to the Other Equity for the F.Y. March 31, 2024 after appropriating '' 373.94 Lakhs towards dividend paid for the F.Y. ended March 31, 2024.

7. CAPITAL EXPENDITURE

As at March 31, 2024, the Capital Expenditure during the year under review amounted to ''1836.96 Lakhs.

8. CONSOLIDATED FINANCIAL

STATEMENTS

The Audited Consolidated Financial Results for the F.Y ended on March 31, 2024 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.

These Audited Financial Results have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), Agarwal Translink Private Limited and AICL OVERSEAS FZ-LLC in UAE are all Wholly Owned Subsidiary (W.O.S) Companies of the Company and are doing their respective business steadily. Further, the Company during the year under reference, also incorporated an NBFC (Non Deposit) Company as WOS of the Company, which is yet to commence its business due to some pending regulatory permissions / Licenses.

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 10 Vessels which together have ferrying capacity of about 1,02,049 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.

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.

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.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE

COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT 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 '' 2,39,225/- & '' 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 '' 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.

11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established adequate internal

financial controls that are appropriate for its size,

scale, and nature of operations. An Internal Auditor

is responsible for monitoring and assessing the

effectiveness and adequacy of these internal control systems. This includes ensuring compliance with operating systems, accounting procedures, and policies across all Company locations.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

13. AUDIT COMMITTEE

The Company has established an Audit Committee as per the requirements of the Companies Act, 2013, along with the relevant rules, and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended. Detailed information regarding the Audit Committee can be found in the Report on Corporate Governance, which is part of this Board Report.

Constitution of the Audit Committee:

• Mr. Alok Bharara - Independent Director -Chairman (resigned August 2024)

• Mr. Rajkumar Mehta - Independent Director (resigned August 2024)

• Mr. Mahendra Agarwal - Non-Independent, Non-Executive Director

Following the resignations of Mr. Alok Bharara and Mr. Rajkumar Mehta in August 2024, the Audit Committee has been reconstituted as follows:

• Mr. Suresh Nair - Independent Director - Chairman

• Mr. Mahendra Pimpale - Independent Director

• Mr. Mahendra Agarwal - Non-Independent, Non-Executive Director

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

Particulars of loans given, investments made and securities provided are mentioned in the financial statement under Notes 46 respectively of the said statement. Your Company has not provided any guarantee or given security in connection with loan to any other body corporate or person.

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 AND KEY MANAGERIAL PERSONNEL (KMP) & BOARD EFFECTIVENESS

In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, the Board of the Company has optimum combination of Executive, Non-Executive and Independent Directors. The Board also comprises of an Independent Woman Director, for more details, please refer to Corporate Governance Report attached hereinafter as ANNEXURE - IV.

EXECUTIVE DIRECTORS

1. Mr. Jaiprakash Agarwal, Managing Director,

2. Mr. Lalit Agarwal, Whole Time Director

3. Mr. Ramchandra Agarwal,, Whole Time Director

NON- EXECUTIVE NON- INDEPENDENT DIRECTOR

1. Mr. Mahendra Agarwal

RE- APPOINTMENTS OF EXECUTIVE DIRECTORS

The Board, on the recommendations of the Nomination & Remuneration Committee of the Board , in their respective meetings held on 7th August , 2024, has re-appointed Mr. Jaiprakash Agarwal, Managing Director, Mr. Lalit Agarwal, Whole Time Director and Mr. Ramchandra Agarwal, Whole Time Director of the Company for a period of 3 years with effect from April 01, 2025 to March 31, 2028, subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company. For details, please refer to the Notice of the ensuing Annual General Meeting of the Company along with the Explanatory Statement attached there to.

INDEPENDENT DIRECTORS

1. Mr. Harikrishna Patni (Up to 28.08.2023)

2. Mr. Rajkumar Mehta (Up to 28.08.2023)

3. Ms. Alok Bharara (Up to 28.08.2023)

4. Mr. Priti Lodha ( Up to 10.11.2023)

5. Mr. Suresh Nair (w.e.f. 28.08.2023)

6. Mr. Mahendra Pimpale ( w.e.f. 28.08.2023)

7. Ms. Khushboo Lalji (w.e.f. 28.08.2023)

8. Mr. Balraj Subramaniam (w.e.f. 28.08.2023 to 01.02.2024)

9. Mr. Dinesh Kotian

(w.e.f. 01.02.2024 Up to 01.05.2024)

10. Mr. Saurabh Sarayan

(w.e.f. 01.05.2024 Up to 31.07.2024)

11. Mr. Balraj Subramaniam (w.e.f. 31.07.2024 to be regularized in ensuing Annual General Meeting)

Mr, Mahendra Pimpale, Mr. Suresh Nair & Ms. Khushboo Lalji were appointed as Independent Directors of the Company in the 29th Annual General Meeting of the Company held on 15th , September, 2023 for the 1st Term of 5 years with effect from the conclusion of the said 29th Annual General Meeting of the Company till the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2034 in accordance with the relevant provisions of the Companies Act, 2013 and Rules made thereunder and SEBI ( LODR) Regulations, 2015 as amended .

Ms. Priti Lodha an existing Independent Director resigned from the Board w.e.f 10th November, 2023 citing personal reasons and in her place, Mr. Balraj Subramaniam, had been appointed as an Independent Director ( additional ) w.e.f the same date viz 10th November, 2023 in accordance with the relevant provisions of the Companies Act, 2013 and Rules made thereunder and SEBI ( LODR) Regulations, 2015 as amended. Later on, Mr. Balraj Subramaniam also, resigned from the Board w.e.f 01.02.2024.citing personal reasons. Consequently, Mr. Dinesh Kotian was appointed Independent Director w.e.f 01.02.2024, who later on tendered his resignation w.e.f 01.05.2024 mentioning personal reasons therefor, Mr. Saurabh Sarayan was appointed as an Independent Director in his place w.e.f 01.05.2024 who later on tendered his resignation w.e.f 31.07.2024 mentioning personal reasons and therefor Mr. Balraj Subramaniam has been appointed as an Independent Director w.e.f 31.07.2024 by the Board for the 1st term of 5 years up to 31st July 2029, subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company. For details, please refer to the Notice of the ensuing Annual General Meeting of the Company along with the Explanatory Statement attached there to.

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.

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Dipali Pitale is the Company Secretary and Compliance Officer of the Company.

KEY MANAGERIAL PERSON

In terms of Section 203 of the Act the following were designated as KMP of your Company by the Board:

Mr. Jaiprakash Agarwal - Managing Director

Mr. Lalit Agarwal - Whole Time Director

Mr. Ramchandra Agarwal - Whole Time Director

Mr. Vipin Agarwal - Chief Financial Officer

Ms. Dipali Pitale - Company Secretary

Declaration of Independence By Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(7) of the Companies Act, 2013 and as per Regulation 17 SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Board Meetings

During the year under review, 8 (Eight) Board Meetings (including an exclusive meeting of Independent Directors) were held. The intervals between these meetings did not exceed the period prescribed under the Companies Act, 2013, and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Details of these meetings are provided in the Corporate Governance Report.

Board Effectiveness

The Company once again emphasize that it has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Directors, Board diversity, definition of independence and mandates of Board Committees. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct and Board Effectiveness Review.

A. Board 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.

B. Appointment of Directors and Criteria for determining qualifications, positive attributes, independence of a Director

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.

C. Remuneration Policy

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 NonIndependent Non-Executive Directors:

• Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may be paid sitting fees for attending the meetings of the Board and of Committees of which they may be members.

(Presently, all Independent Directors are being paid '' 20,000/- as the Sitting Fee for attending all Board Meetings and w.e. f 1st April 2024, Mr. Mahendra Agarwal ( Non-Independent NonExecutive Director ) is being paid a remuneration for the F. Y ended March 31, 2025, March 31, 2026 and March 31, 2027 and , as approved by the NRC Committee and also approved by the Audit Committee by way of Omnibus approval of Related Party Transactions disclosure and also subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company. For details, please refer to the Notice of the ensuing Annual General Meeting of the Company along with the Explanatory Statement attached there to.

• 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. It may be noted that the Independent Directors of the Company

have voluntarily foregone remuneration of any type and kind including sitting fee and accordingly no payment is made to them in this regard. 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. Presently no remuneration or sitting fee, of whatsoever kind and nature, is paid to any Independent Director.

17. PROTECTION OF WOMEN AT WORKPLACE

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. 2023-24 & between the end of the financial year and the date of this Report.

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

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

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

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

21. STATUTORY AUDITORS

At the ensuing Thirtieth Annual General Meeting of the Company, the Members will be requested to appointment of M/s. Singhal Sanklecha & Co LLP, Chartered Accountants, Mumbai as the new Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 35th Annual General Meeting at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. They have confirmed their eligibility to the effect would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

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

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

22. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE - I.

23. SECRETARIAL AUDIT

The Board of Directors of your Company had appointed Mr. P. M. Vala, Practicing Company Secretary (Membership No. FCS - 5193, CP No. - 4237) to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report in Form No. MR-3 for the Financial Year ended March 31, 2024 is annexed herewith as ANNEXURE - II.

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

24. 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 have 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, 2024.

25. 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, 2024 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:

Particulars	F.Y.2023-24
	(Audited)
Earnings	673.84
Outgo	144,931.56

26. 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- III.

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.

27. FIXED DEPOSITS.

The Company did not accept any Fixed Deposits from the public during the year and no fixed deposits were outstanding or unclaimed as on March 31, 2024.

28. STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS

The status of unclaimed/ unpaid Dividend amounts as on March 31, 2024: ''4.85 Lakhs

29. 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.

30. LISTING OF SHARES

The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited. The listing fees for the year 2023-24 have been duly paid.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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;

(ii) 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, 2024 and of the profits of the Company for the year ended on that date;

(iii) 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;

(iv) the Directors have prepared the accounts for the Financial Year ended March 31, 2024 on a ''going concern'' basis;

(v) 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;

(vi) 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.

32. 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 - IV. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to report on Corporate Governance.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015. Attached as ANNEXURE - V.

34. RELATED PARTY TRANSACTIONS

All related party transactions to be entered into during the F. Y. 2023-24 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 15, 2023 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. 2023-24 are placed under ANNEXURE -VI 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.

35. CORPORATESOCIALRESPONSIBILITY

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- VII forming part of this Board Report.

36. BUSINESS RESPONCIBILITY AND SUSTAINABILITY REPORT (BRSR)

According to Top Companies'' list of Stock Exchanges dated 31st March 2023, our Company falls under top 1000 Companies and therefore as per the SEBI''s relevant circulars indicating the applicability of BRSR Reporting, our Company shall provide the BRSR Report for Financial Year 2023-24 in the Annual Report for the F.Y. 2023-2024 in accordance with Regulation 34 of LODR, 2015 as amended. The BRSR Report is attached as ANNEXURE- VIII.

37. 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.

38. 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

Place:Mumbai (DIN: 01335107) (DIN: 01379868)

Date: August 07, 2024 Whole Time Director Managing Director

---

Mar 31, 2023

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with its Audited Statement of Profit and Loss for the Financial Year ended March 31, 2023 and the Balance Sheet as on that date:

FINANCIAL RESULTS

Particulars	Standalone
Financial Year Ended on	2022-23 Audited	2021-22 Audited
Total Revenue	177685.67	141486.17
Profit before Depreciation, Finance Costs and Tax	8920.01	7717.17
Less: Depreciation	1277.26	1350.15
Less: Finance Costs	1005.84	1154.04
Profit before Tax	6636.91	5212.97
Less: Provision for Tax
(a) Current Tax	1750	1381
(b) Deferred Tax (Assets)/ Liability	-76.17	-24.55
(c) Short Provision for Tax for earlier years	28.44	-
Profit after Tax	4934.64	3856.52
Other Comprehensive Income/ (Loss)	-2.89	1.3
Total Comprehensive Income For The Year	4931.75	3857.82
Dividend Paid	289.15	224.38
Tax on Dividend Paid	-	-
Balance carried to Other Equity	28275.1	22427.44

RESULTS OF OPERATIONS (Standalone)

The total Revenue of the Company for the Financial Year ended March 31, 2023, is ''177685.67 Lakhs as compared previous year''s total Revenue of ''141486.17 Lakhs thus indicating an increase of 25.59% over the previous year. Further, Profit before Tax and Profit after Tax were ''6636.91 Lakhs and ''4934.64 Lakhs respectively during the year under review as against ''5212.97 Lakhs and ''3856.52 Lakhs in the corresponding previous year, reporting an increase of about 27.32% and 27.96% over the previous financial year.

STATE OF AFFAIRS & BUSINESS OVERVIEW

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.

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 TRANSPOTATION

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 TRANSPOTATION

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, Baroda and Jodhpur.

SHARE CAPITAL

Issued and Paid up Capital of the Company is comprised of 1,49,57,789 Equity Shares of Face Value of ''10/ each amounting to ''14,95,77,890 /- as on date.

During the year under review, the Company has converted last and final tranche of 17,49,000 Warrants (including both promoter group and public ) into equal number of fully paid up Equity Shares viz. 17,49,000 Equity Shares of the F.V of ''10/- each at an Issue Price of ''105.20/- (including premium) aggregating to ''13,79,96,100/- (remaining 75%

of ''105.20/-) out of total 35,11,000 Warrants allotted under the Public and Promoter Category earlier in accordance with Chapter V of the SEBI ( ICDR) Regulations , 2009 as amended, the Board Resolution dated January 15, 2021 and Special Resolution dated February 10, 2021. These newly allotted Equity Shares have been listed on BSE and NSE. With this final tranche of conversion, the Company has completed its Preferential Issue of Warrants in accordance with Chapter V of the SEBI (ICDR) Regulations, 2009 as amended. The entire Equity Shares allotted post conversion are listed on BSE & NSE. Further, entire funds raised under the said Preferential Issue have been utilized strictly in accordance with the objects of the issue which inter alia, included: repayment of debt, capital expenditure, investments and meeting working capital requirements.

DIVIDEND

Your Directors have recommended a dividend of ''2.50 per equity share of the face value of ''10/- each fully paid up for the financial year ended March 31, 2023. The dividend distribution is subject to approval of the members of the Company at the ensuing Annual General Meeting.

Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. 1st April 2020. No tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed ''5,000/-. The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

DIVIDEND DISTRIBUTION POLICY WEB LINK

As per Regulation 43 A of LODR the Dividend Distribution Policy is uploaded on website of the Company viz.www. aicltd.in and the weblink is:

https://drive.google.com/file/d7152nNLN2aR2SVI_9pVSn4

EZNT146pBkXs/view

AMOUNT CARRIED TO OTHER EQUITY

The Company has transferred ''28275.10 Lakhs to the Other Equity for the F.Y. March 31, 2023 after appropriating ''289.15 Lakhs towards dividend paid for the F.Y. ended March 31, 2022.

CAPITAL EXPENDITURE

As at March 31, 2023, the Capital Expenditure during the year under review amounted to ''1021.39 Lakhs including Work in Progress (WIP) amounting to ''408.32 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Results for the F.Y. ended on March 31, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016.

FOR DETAILS PLEASE REFER TO "UNDER MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT'' DISCUSSION AND ANALYSIS REPORT as ANNEXURE -V FORMING PART OF THIS REPORT.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Private Limited (BCPL), Agarwal Translink Private Limited and AICL OVERSEAS FZ-LLC in UAE are all Wholly Owned Subsidiary (W.O.S) Companies of the Company and are doing their respective business steadily. Further, the Company during the year under reference, also incorporated an NBFC (Non Deposit) Company as WOS of the Company, which is yet to commence its business due to some pending regulatory permissions / Licenses.

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 specialized Bitumen 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 8 Specialized Bitumen Vessels which together have ferrying capacity of about 48,550 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.

The Company''s Wholly Owned Subsidiary (W.O.S) in UAE under the name "AICL OVERSEAS" in Ras AI Khaimah Economic Zone (RAKEZ) in United Arab Emirates (UAE) for undertaking various ship/vessel /ocean related activities has been reporting good financial performance since its inception and continuous to grow and develop strategically. The Company has inducted 2 recently acquired Specialized Bitumen Vessels namely "DURGA" and "RUDRA" having capacities of 6690 MTs & 5884 MTs each respectively thus adding these two vessels into its already existing enriched Vessel Family of 6 vessels, thereby making it proud owner of total 8 vessels with aggregated carrying capacity of 48,550 Mts.(*through its wholly owned subsidiary ). The economies we achieve with our own fleet of marine vessels and road transport vehicles enable your Company to outbid competitors, secure tenders and ensure high standards of supply and services to its valued customers.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

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 ''2,39,225/- & ''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 ''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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and nature of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

Constitution of the Audit Committee:

Mr. Alok Bharara - Independent Director - Chairman

Mr. Rajkumar Mehta - Independent Director

Mr. Mahendra Agarwal - Non Independent - Non Executive Director.

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

Particulars of loans given, investments made and securities provided are mentioned in the financial statement under Notes 46 respectively of the said statement. Your Company has not provided any guarantee or given security in connection with loan to any other body corporate or person.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, the Board of the Company has optimum combination of Executive, Non-Executive and Independent Directors. The Board also comprises of an Independent Woman Director. For details, please refer to Corporate Governance Report attached hereinafter.

Re-appointments of Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr. Ramchandra Agarwal:

Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr. Ramchandra Agarwal, Promoter Directors and were re-appointed as the Managing Director and Whole Time Directors of the Company for a period of 3 years with effect from April 01, 2022 to March 31, 2025 by the members of the Company in the Annual General Meeting of the Company held on September 30, 2021.

Independent Directors:

Mr. Rajkumar Mehta, Mr. Alok Bharara, Mr. Harikrishna Patni & Mrs. Priti Lodha were appointed as Independent Directors by the Members of the Company for the second term of 5 years w.e.f. September 30, 2019.

Ms. Dipali Pitale is appointed as Company Secretary and Compliance Officer of the Company w.e.f. March 10, 2021.

In terms of Section 203 of the Act the following were designated as KMP of your Company by the Board:

Mr. Jaiprakash Agarwal - Managing Director Mr. Lalit Agarwal - Whole Time Director Mr. Ramchandra Agarwal - Whole Time Director Mr. Vipin Agarwal - Chief Financial Officer Ms. Dipali Pitale - Company Secretary

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(7) of the Companies Act, 2013 and as per Regulation 17 SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

During the year under review, 10 (Ten) Board Meetings (including Exclusive Meeting of Independent Directors) were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company once again emphasize that it has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Directors, Board diversity, definition of independence and mandates of Board Committees. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct and Board Effectiveness Review.

A. Board 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.

B. Appointment of Directors and Criteria for determining qualifications, positive attributes, independence of a Director

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.

C. Remuneration Policy

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 NonIndependent Non-Executive Directors:

• Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may be paid sitting fees for

attending the meetings of the Board and of Committees of which they may be members.

(Presently, all Independent Directors and one Non-Independent Non-Executive Director have voluntarily foregone sitting fee for attending Board and Committee Meetings.)

• 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. It may be noted that the Independent Directors of the Company have voluntarily foregone remuneration of any type and kind including sitting fee and accordingly no payment is made to them in this regard. 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. Presently no remuneration or sitting fee, of whatsoever kind and nature, is paid to any Independent Director.

PROTECTION OF WOMEN AT WORKPLACE

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. This has been widely disseminated. There were no cases of sexual harassment received by the Company during the F.Y. 2022-23 & between the end of the financial year and the date of this Report.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

STATUTORY AUDITORS

At the ensuing Twenty Ninth Annual General Meeting of the Company, the Members will be requested to ratify the appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. They have confirmed their eligibility to the effect would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

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

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE - I.

SECRETARIAL AUDIT

The Board of Directors of your Company had appointed Mr. P. M. Vala, Practicing Company Secretary (Membership No. FCS - 5193, CP No. - 4237) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The

Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2023 is annexed herewith as ANNEXURE - II.

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

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 have 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, 2023.

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, 2023 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:

Particulars	F.Y. 2022-23(Audited)
Earnings	1545.76
Outgo	146974.83

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- III.

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.

FIXED DEPOSITS

The Company did not accept any Fixed Deposits from the public during the year and no fixed deposits were outstanding or unclaimed as on March 31, 2023.

STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS

The status of unclaimed/ unpaid Dividend amounts as on March 31, 2023: ''5.96 Lakhs

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.

LISTING OF SHARES

The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited. The listing fees for the year 2022-23 have been duly paid.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) i n the preparation of the annual accounts for the financial year ended March 31, 2023, 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;

(ii) 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, 2023 and of the profits of the Company for the year ended on that date;

(iii) 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;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2023 on a ''going concern'' basis;

(v) 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;

(vi) 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.

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. (ANNEXURE - IV). The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to report on Corporate Governance.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015. (ANNEXURE - V).

RELATED PARTY TRANSACTIONS

All related party transactions to be entered into during the F. Y. 2022-23 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 30, 2022 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. 2022-23 are placed under ANNEXURE -VI 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.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash Agarwal, Managing Director, Mr. Lalit Agarwal, Whole Time Director and Mr. Alok Bharara, 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- VII forming part of this Board Report.

BUSINESS RESPONCIBILITY AND SUSTAINABILITY REPORT (BRSR)

According to Top Companies'' list of Stock Exchanges dated 31st March 2022 and 31st March 2023, our Company falls under top 1000 Companies and therefore as per the SEBI''s relevant circulars indicating the applicability of BRSR Reporting. The said BRSR for FY 2022-23 attached as ANNEXURE- VIII.

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

No application made or any proceeding is pending under the IBC Code, 2016 during the year under review and thereafter till the date of this report.

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

Ramchandra Agarwal Jaiprakash Agarwal

Place:Mumbai (DIN:02064854) (DIN: 01379868)

Date: August 14, 2023 Whole Time Director Managing Director

---

Mar 31, 2018

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with its Audited Statement of Profit and Loss for the Financial Year ended March 31, 2018 and the Balance Sheet as on that date:

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Standalone
Financial Year	2017-18	2016-17
	Audited	Audited
Total Revenue	41, 258.37	29,571.69
Profit before Depreciation, Finance Costs and Tax	3,104.39	2,645.69
Less: Depreciation	827.43	572.91
Less: Finance Costs	821.34	662.78
Profit before Tax	1,455.62	1,410.00
Less: Provision for Tax
(a) Current Tax	331.75	423.00
(b) Deferred Tax (Assets)/ Liability	103.65	90.43
(c) Short Provision for Tax for earlier years	-	7.51
Profit after Tax	1,020.22	889.07
Other Comprehensive (Income)/ Loss	0.28	1.98
Total Comprehensive Income For The Year	1,019.94	887.09
Dividend Paid	152.38	82.69
Tax on Dividend Paid	31.02	16.83
Balance carried to Other Equity	836.54	787.57

*These financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016. The Company has adopted Ind AS from April 01, 2017 for the first time and accordingly these financial results are Ind AS 101 (First Time Adoption of Indian Accounting Standards) compliant.

RESULTS OF OPERATIONS

The total Revenue of the Company for the Financial Year ended March 31, 2018, was Rs.41, 258.37 Lakhs as compared previous year''s total Revenue of Rs. 29,571.69 Lakhs thus indicating an impressive increase of 39.52% over the previous year. Further, Profit before Tax and Profit after Tax were Rs.1455.62 Lakhs and Rs.1020.22 Lakhs respectively during the year under review as against Rs.1410.00 Lakhs and Rs.889. 07 Lakhs in the corresponding previous year.

STATE OF AFFAIRS & BUSINESS OVERVIEW

As you are aware, your Company is well segmented as it is engaged in business of (i) manufacturing and trading of Bitumen & value added Bituminous Products and has bulk bitumen storage facilities at Karwar, Haldia, Kakinada & Dighi (ii) has large fleet of specialized Bulk Bitumen & LPG Tankers (Logistics) (iii) generates power through wind mills situated in Jaiselmer and Dhulia and last but not the least has an Authorized workshop of Ashok Leyland as Shahpur, Maharashtra. The state of affairs of the Company and the Business Scenario is very good and your Company is on the path of growth and development.

For more details, please refer to the Chapter on Management Discussion and Analysis for industry and business scenario.

DIVIDEND

Your Directors have recommended a dividend of Rs.1.50 per equity share of the face value of Rs.10/- each for the financial year ended March 31, 2018. The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

SHARE CAPITAL

During the year under review, the Company allotted 1,00,000 Equity Shares of the Face Value of Rs.10/- each upon conversion of 1,00,000 fully convertible warrants (out of total 5,00,000 fully convertible warrants), which were issued earlier under SEBI Preferential Issue Regulations, at an exercise price of Rs.345/ - per warrant (including premium). Consequently, post conversion, the Issued and paid up capital of the Company was increased from Rs.10,15,87,470/- to Rs.10,25,87,470/-. These newly converted equity shares are at par with the existing equity shares and were Listed on BSE and NSE with effect from March 01, 2018.

AMOUNT TO BE CARRIED TO OTHER EQUITY

The Company has transferred Rs.836.54 Lakhs to the Other Equity for the F.Y. March 31, 2018 after appropriating Rs..152.38 Lakhs towards dividend paid for the F.Y. ended March 31, 2017 and '' 31.02 Lakhs towards dividend tax paid thereon.

CAPITAL EXPENDITURE

As at March 31, 2018, the Capital Expenditure during the year under review amounted to Rs.1,799.72 Lakhs including Work in Progress (WIP) amounted to Rs.40.69 Lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Results have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016. The Company has adopted Ind AS from April 01, 2017 for the first time and accordingly these financial results are Ind AS 101 (First Time Adoption of Indian Accounting Standards) compliant.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), is the Wholly Owned Subsidiary (W.O.S) of 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 Subsidiary 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the Report except as stated hereinafter.(i) 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. (ii) 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 proposes to file with the respective Appeals with the Customs, Excise & Service Tax Appellate Tribunal at Hyderabad soon. (iii) The erstwhile merged Company, Agarwal Petrochem Private Limited had filed an Appeal before the Commissioner of Central Tax (Appeals- I ), Mumbai against the Order-in-Original dated 19.01.2017 passed by the Asstt. Commissioner, Service Tax-I wherein a total service tax demand of Rs.13.96 Lakhs was confirmed and imposed a penalty of the equal amount for the periods April 2010 to March 2015. However, vide Order dated 29/06/2018, the Commissioner of Central Tax (Appeals- I), Mumbai has dismissed the appeal filed by the Company and upheld the Order-in-Original as stated above. In this regard, against the Order dated 29/06/2018 passed by the Commissioner of Central Tax (Appeals- I), your Company proposes to file an Appeal with the Customs, Excise & Service Tax Appellate Tribunal, Mumbai, shortly.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and nature of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming part of this Board Report.

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

Particulars of loans given, investments made and securities provided are mentioned in the financial statement under Note 3, 6, 10 and 13 of the said statement. Your Company has not provided any guarantee or given security in connection with loan to any other body corporate or person.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 149 of the Act and pursuant to the Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of the Company has optimum combination of Executive, Non-Executive and Independent Directors. The Board also comprises of an Independent Woman Director. For details, please refer to Corporate Governance Report attached hereinafter.

In terms of Section 203 of the Act the following were designated as KMP of your Company by the Board:

Mr. Jaiprakash Agarwal - Managing Director

Mr. Lalit Agarwal - Whole Time Director

Mr. Ramchandra Agarwal - Whole Time Director

Mr. Vipin Agarwal - Chief Financial Officer

Mr. Rakesh Bhalla - Vice President - Legal & Company Secretary

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(7) of the Companies Act, 2013 and as per Regulation 17 SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

During the year under review, 7 (Seven) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company once again emphasize that it has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Directors, Board diversity, definition of independence and mandates of Board Committees. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct and Board Effectiveness Review.

A. Board 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.

B. Appointment of Directors and Criteria for determining qualifications, positive attributes, independence of a Director

Members may please note that 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.

C. Remuneration Policy

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 Act 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 (ID) and Non-Independent Non-Executive Directors (NINED) may be paid sitting fees for attending the meetings of the Board and of Committees of which they may be members.

- 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.

It may be noted that the Independent Directors of the Company have voluntarily foregone remuneration of any type and kind including sitting fee and accordingly no payment is made to them in this regard.

Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key Managerial Personnel (KMP)/ rest of the Employees

- 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. Presently no remuneration or sitting fee, of whatsoever kind and nature, is paid to any Independent Director.

PROTECTION OF WOMEN AT WORKPLACE

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. This has been widely disseminated.

There were no cases of sexual harassment received by the Company during the F.Y. 2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

STATUTORY AUDITORS

At the ensuing Twenty Fourth Annual General Meeting of the Company, the Members will be requested to ratify the reappointment of M/s Ladha Singhal & Associates, Chartered Accountants, Mumbai as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

The notes on financial statement referred to in the Auditors'' Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE - I.

SECRETARIAL AUDIT

The Board of Directors of your Company has appointed Mr. P. M. Vala, Practicing Company Secretary (Membership No. FCS - 5193, CP No.- 4237) to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2018 is annexed herewith as ANNEXURE - II. The report does not contain any qualifications, reservation or adverse remarks.

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 appointed Mr. Vinayak Kulkarni, Cost Accountant (Membership No. - 28559) as the Cost Auditors to conduct the cost records of the Company for relevant segments for the financial year ending March 31, 2018.

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, 2018 is given as below :

(A) Conservation of Energy:

As stated in the Director''s Report of previous financial year, 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:

As mentioned in the previous Report, 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. 2017-18
Earnings	NIL
Outgo	19559.33

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- III.

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.

FIXED DEPOSITS

The Company did not accept any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31, 2018.

STATUS OF UNCLAIMED/ UNPAID DIVIDEND AMOUNTS

The status of unclaimed/ unpaid Dividend amounts as on March 31, 2018: Rs. 15.10 Lakhs

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.

LISTING OF SHARES

The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited. The listing fees for the year 2018-19 have been duly paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2018, 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;

(ii) 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, 2018 and of the profits of the Company for the year ended on that date;

(iii) 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;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2018 on a ''going concern'' basis;

(v) 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;

(vi) 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.

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. (ANNEXURE - IV). The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to report on corporate governance.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015. (ANNEXURE - V).

RELATED PARTY TRANSACTIONS

All related party transactions entered during the F. Y. 2017-18 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 30, 2017 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. 2017-18 are placed under ANNEXURE -VI as per Form AOC-2 attached with this Board Report. The Policy on materiality of related party transactions may be accessed on the Company''s website- www.aicltd.in

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Mr. Jaiprakash Agarwal, Managing Director, Mr. Lalit Agarwal, Whole Time Director and Mr. Jaswant D. Sharma, 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- VII forming part of this Board Report.

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

Jaiprakash Agarwal

Managing Director

Date: August 30, 2018 Place: Mumbai

Registered Office:

Eastern Court, Unit No. 201-202,

Plot No. 12, V. N. Purav Marg,

S. T. Road, Chembur, Mumbai - 400071.

---

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty First Annual Report of the Company together with its Audited Statement of Profit and Loss for the year ended March 31, 2015 and the Balance Sheet as on that date:

FINANCIALS RESULTS (Rs. In Lacs)

Particulars Standalone

Financial Year 2014-2015 2013-2014 Audited Audited

Total Income 22007.70 17704.36

Profit before Depreciation, Finance Costs and Tax 1635.00 1372.41

Less: Depreciation 421.60 414.69

Less: Finance Costs 387.23 325.41

Profit before Tax 826.17 632.31

Less: Provision for Tax

(a) Current Tax 185.00 127.00

(b) Deferred Tax( Assets)/ Liability 27.36 (20.18)

(c) Short Provision for Tax for earlier years 2.18 -

(d) Mat Credit Utilisation 32.39 28.91

Profit after Tax 579.24 496.58

Add: Balance brought forward from the previous year 1622.82 1215.95

Amount available for Appropriation 2202.05 1712.53

Appropiations

Proposed Dividend 82.69 77.18

Tax on Dividend 16.01 12.52

Balance carried to Balance Sheet 2103.35 1622.82

RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS OF THE COMPANY

Your Directors are pleased to report that the total Income for the year ended March 31, 2015 was Rs. 22007.70 Lacs as compared to previous year's total income of Rs. 17704.36 Lacs thus registering an increase of 24.30 % over the previous year. Consequently, Profits before Tax increased by 30.65 %., Profit After Tax by 16.64 % and Cash Profits by 9.82%.

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company, regarding business scenario and new expansion project initiated during the financial year ended March 31, 2015

DIVIDEND

Your Directors have recommended a dividend of Rs.1.50 per equity share of the face value of Rs.10/ each. for the financial year ended March 31, 2015. The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("The Act ") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), is the Wholly Owned Subsidiary (W.O.S ) of your Company.

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

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 statement 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with regard to Corporate Social Responsibility shall be applicable with effect from the financial year 2015-16.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and nature of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 the revised Clause 49 of the Listing Agreement. The Whistle Blower Policy can be accessed on the Company's website- www.aicltd.in.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure I.

AUDIT COMMITTEE

Details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. However, as abundant precaution, the requisite approvals of the Audit Committee, the Board and Members were duly obtained. The Policy on materiality of related party transactions may be accessed on the Company's website- www.aicltd.in.

Yours Directors draw attention of the members to Discussion and Analysis Report for the year under review, attached to this Annual Report for related party disclosures.

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

Particulars of loans given, investments made and securities provided are mentioned in the financial statement under Note 12, 13, 15 and 18 of the said statement. Your Company has not provided any guarantee or given security in connection with loan to any other body corporate or person.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 149 of the Act and pursuant to the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, the Members, in the previous Annual General Meeting of the Company held on September 30, 2014, appointed Mr. Jaswant D. Sharma, Mr. Rajkumar Mehta, Mr. Harikrishna Patni and Mr. Alok Bharara, and Ms. Priti Lodha (Woman Director) as Independent Directors of the Company for a period of five years commencing from September 30, 2014. Mr. R. T. Rajguroo, an Independent Director resigned from the Board with effect from 16/4/2014 and the Board placed on record its appreciation for his valuable contribution to the progress of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, Members in the previous Annual General Meeting of the Company also, in accordance with the Act and the Articles of Association of the Company, modified the appointment of Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal and Mr. Ramchandra Agarwal as Directors, liable to retire by rotation.

In terms of Section 203 of the Act the following were designated as KMP of your Company by the Board:

Mr. Jaiprakash Agarwal, Managing Director.

Mr. Lalit Agarwal, Whole Time Director Mr. Ramchandra Agarwal, Whole Time Director Mr. Rakesh Bhalla, - CFO & Company Secretary BOARD MEETINGS

During the year under review, 12 (Twelve) Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Directors, Board diversity, definition of independence, Director's term and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

A. Board Evaluation

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 Clause 49 of the Listing Agreement.

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 performance of the committees was evaluated by the Board 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.

B. Appointment of Directors and Criteria for determining qualifications, positive attributes, independence of a Director

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 Clause 49 of the Listing Agreement as stated under:

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, Clause 49 of the Listing Agreement.

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 behaviour, in their private or professional lives.

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

C. Remuneration Policy

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 Act and Clause 49 of the Listing Agreement. The key principles governing the Company's Remuneration Policy are as follows:

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

* Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may be paid sitting fees for attending the meetings of the Board and of Committees of which they may be members.

* 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 ,

* 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 Directors, KMP and all other employees is as per the Remuneration Policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

STATUTORY AUDITORS

At the Annual General Meeting, the Members will be requested to ratify the re-appointment of M/s Ladha Singhal & Associates, Chartered Accountants, 209, Apollo Complex, R.K.Singh Marg, Off. Parsi Panchayat Road, Near Sona Udyog, Andheri [East], Mumbai - 400069, as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for re-appointment.

The notes on financial statement referred to in the Auditors' Report are self explanatory and donot call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board of Directors of your Company has appointed Mr. PM. Vala, Practicing Company Secretary (Membership No.4237-FCS- 5193, CP- 4237 ) to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure II. The report does not contain any qualifications, reservation or adverse remarks.

COST AUDITORS

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 appointed Mr. Vinayak Kulkarni, Cost Accountant (Membership No - 28559 ) as the Cost Auditors to conduct the cost records of the Company for relevant segments for the financial year ending March 31,2016.,

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, 2015 is given as below :

(A) Conservation of Energy

a) The following measures are taken for conservation of electrical energy:

(i) Energy consumption remains under strict vigil of the factory management.

(ii) Evenly distribution of loads throughout the day reduces the maximum demand which improvise plant and equipment efficiency.

(iii) improvisation of power factor by using right type of power improvement capacitors.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. A few proposals in this regard are under consideration of the Company.

c) Impact of measures (a) and (b) results in reduction in number of units consumed and consequently lowering of overall cost of production.

(B) Technology Absorption:

Company uses indigenous technology for our operations and the management keeps on reviewing and analyzing the means and methods by which the existing technology can be modified, upgraded or improved upon for better operations. It has yet to establish a separate research and development division for this purpose.

(C) Foreign Exchange Earnings and Outgo:

(Rs. in Lacs)

Particulars F.Y 2014-15

Earnings NIL

Outgo 2591.78

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to this report.

However, since there were no employees drawing remuneration in excess of the limits set out in the aforesaid 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 Personnel) Rules, 2014 does not forms part of this Annual Report.

FIXED DEPOSITS

The Company did not accept any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31, 2015.

LISTING OF SHARES

The equity shares of your Company have been listed on the BSE and the National Stock Exchange .The listing fees for the year 2015-16 have been duly paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state and confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2015, 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;

(ii) 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, 2015 and of the profits of the Company for the year ended on that date.

(iii) 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;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2015 on a 'going concern' basis;

(v) 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;

(vi) 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.

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 Listing Agreement forms an integral part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to report on corporate governance.

ACKNOWLEDGEMENT

The Directors express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all their Bankers, Members, Customers, Lenders, Vendors, Business Partners, and all concerned Regulatory Authorities for their continued co-operation and support.

On behalf of the Board of Directors

Sd/- Place : Mumbai Jaiprakash Agarwal Date : August 29, 2015 Chairman

Registered Office:

Eastern Court, Unit No. 201-202, Plot No. 12, V.N. Purav Marg. S.T. Road, Chembur, Mumbai - 400071.

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twentieth Annual Report and Audited Statement of Accounts for the Year ended March 31, 2014.

FINANCIALS RESULTS

( Rs In Lacs ) Particulars F.Y 2013-2014 F.Y 2012-2013

Total Income 17,704.37 11,654.51

Total Expenditure 17,072.06 11,145.56

Profit before Interest & Depreciation 1,372.41 1,100.10

Interest 325.41 201.44

Depreciation 414.69 389.70

Profit Before Tax 632.31 508.96

Provision for taxation

a) Current tax 127.00 101.83

b) Mat Tax Credit 28.92 73.40

c) Deferred tax (20.19) (2.09)

Profit after Tax 496.58 335.82

Balance brought forward from earlier year 2874.38 806.29

Profit available for appropriation 3,370.96 2,935.25

APPROPRIATIONS :

Proposed Dividend on Equity Shares 77.18 52.37

Dividend Distribution Tax 12.52 8.50

Balance Carried to Balance Sheet 3,281.26 2,874.38

DIVIDEND:

Your Directors have recommended a dividend of '' 1.40 per equity share of '' 10 each for the Financial Year ended March 31, 2014.

OPERATIONS AND BUSINESS PERFORMANCE:

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company during the Financial Year ended March 31, 2014.

CORPORATE GOVERNANCE:

In terms of Clause 49, of the Listing Agreement, the Corporate Governance Report is annexed as "Annexure A" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed as "Annexure B" forming part of this Report.

FIXED DEPOSITS:

The Company did not take any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31,2014.

LISTING OF SHARES:

The equity shares of your Company have been listed on the National Stock Exchange with effect from May 26, 2014, in addition to the Stock Exchange, Mumbai, where the shares had already been listed. The listing fees for the year 2014-15 have been duly paid.

ING VYSYA BANK

During the year under review, ING Vsysa Bank started extending working capital facilities to the Company along with Yes Bank under the Multi Banking arrangement.

INDUSTRIAL RELATIONS:

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the excellent co-operation received from all cadres of employees at various units of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31,2014 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2014 on a going concern basis. DIRECTORS:

Mr. Jawahar D. Patil , resigned from the Office of Whole Time Director of the Company with effect from November 15, 2013, due to his personal compulsions, which was accepted by the Board of Directors of the Company.

Mr. Ramdas T. Rajguroo, a non executive, independent Director resigned from the office of Directorship with effect from April 16, 2014.

The Board of Directors place on record its appreciation to above Directors for their valuable contribution to the progress of the Company.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd.

Ministry of Corporate Affairs (MCA) vide Circular No.51/12/2007-CL-III dated 8 February 2011 has given a general exemption to all companies in terms os Section 212[8] of the Companies Act, 1956 with regard to attaching of the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and Audited Accounts viz Balance Sheet, Profit and Loss Account and other documents of Bituminex Cochin Pvt Ltd (BCPL), for the Financial Year ended March 31,2014 are not being enclosed with this Annual Report. Any member desiring to inspect the detailed Annual Report of BCPL for the Financial Year ended March 31, 2014 may inspect the same at registered office of the Company and of the Subsidiary Company. In event a Member desires to have a copy of the Annual Report of BCPL, he may write to the registered office of the Company and of the BCPL. The Company shall supply a copy of the Annual Report of the BCPL to such member. A statement as required under Section 212 of the Companies ACT, 1956 of the Company''s interest in Subsidiary is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements for the Financial Year ended March 31,2014 have been provided in the Annual Report. These Statements provide financial information about your Company and its Subsidiary Company as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

CEO/CFO REPORT ON ACCOUNTS

As required under Clause 49 of the Listing Agreement , the CEO/CFO Report on the Accounts is attached herewith. EMPLOYEES PARTICULARS

There were no employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made there under.

CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy.

The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

No Technology has been imported by the Company so far. . The Company has yet to established separate Research & Development facilities.

AUDITORS'' REPORT:

The observation made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

AUDITORS:

Ms. Rashmi Agarwal, who was appointed as Auditors of the Company by the members in the previous Annual General Meeting, to hold office till the conclusion of this Annual General Meeting resigned from the post with effect from April 17, 2014 on personal grounds. The Board of Directors, on the recommendations of the Audit Committee , appointed M/s. Ladha Singhal & Assocites, Chartered Accountants, to hold office as Adutitors of the company with effect from April 18, 2014 till the conclusion of this Annual General Meeting, which was also confirmed by the members in the Extra Ordinary General Meeting of the Company held on July 17, 2014, pursuant to Section 139 ( 8 ) (i) of the Companies Act, 2013. Accordingly, in accordance with provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors), Rules 2014, the Board of Directors on the recommendations of the Audit Committee, and subject to the approval of Members in the forthcoming Annual General Meeting have appointed M/s Ladha Singhal & Associates, Chartered Accountants, to hold the office as Audtors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Fifth Annual General Meeting to be held in the year 2019 (subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors. Your Company has received a written certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules 3 & 4 of the Companies (Audit and Auditors), Rules 2014.

INTERNAL CONTROL SYSTEMS & ITS ADEQUACY :

Your Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The key business processes have been documented. The transactions are recorded and reported in conformity with generally accepted accounting practices. The Internal Control systems and procedure ensure reliability of financial reporting, Compliance with the company''s policies and practices, governmental regulations and statues.

ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the contribution and commitment of the employees of the Company and for the excellent support provided by the shareholders, customers, distributors, suppliers, bankers and other service providers during the financial year under review..

For and on behalf of the Board of Directors

Place : Mumbai JAIPRAKASH AGARWAL Dated: September 03, 2014 CHAIRMAN

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Mar 31, 2013

The Directors are pleased to present the Nineteenth Annual Report and Audited Statement of Accounts for the Year ended March 31, 2013.

FINANCIALS RESULTS

( Rs. In Lacs )

Particulars F.Y 2012-2013 F.Y 2011-2012

Total Income 11,720.42 7,945.91

Total Expenditure 11,211.46 7,648.90

Profit before Interest & Depreciation 1,123.61 752.59

Interest 224.95 123.41

Depreciation 389.70 332.17

Profit Before Tax 508.96 297.01 Provision for taxation

a) Current tax 101.83 59.43

b) Mat Tax Credit 73.40 -

c) Deferred tax (2.09) (3.66)

Profit after Tax 335.82 241.24

Balance brought forward from earlier year 806.29 565.05

Profit available for appropriation 2,800.55 806.29

APPROPRIATION :

Proposed Dividend on Equity Shares 52.37 -

Dividend Distribution Tax 8.50 -

Balance Carried to Balance Sheet 2,739.68 806.29

DIVIDEND:

Your Directors have recommended a dividend of Rs. 1.20 per equity share of Rs. 10 each. .

OPERATIONS AND BUSINESS PERFORMANCE:

Please refer to the Chapter on Management Discussion and Analysis for detailed analysis of the performance of the Company during the Financial Year ended March 31, 2013.

COMMISSIONING OF NEW PLANT AT HYDERABAD FOR MANUFACTURE OF BITUMINOUS AND ALLIED PRODUCTS IN RECOED TIME

Your Directors feel pleasure to report about commissioning of new plant at Hyderabad for manufacturing of Bituminous and allied products in record time of less than six months. Yours Directors are hopeful that once the plant becomes fully operational, Company''s revenues and bottom line would increase in coming years.

RE-ISSUE OF FORFEITTED SHARES

During the Financial Year ended March 31, 2013, your Company re-issued 14,20,100 equity shares [which were forfeited earlier as per provisions of relevant laws] at an Issue Price of Rs. 121/ per equity share of the face value of Rs. 10/ each at a premium of Rs. 111/ per equity share in accordance with the in-principle received from the BSE Ltd. The re-issued equity shares have also been duly listed on the BSE Ltd.

CORPORATE GOVERNANCE:

In terms of Clause 49, of the Listing Agreement, the Corporate Governance Report is annexed as "Annexure A" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under Clause 49 of the Listing Agreement is annexed as "Annexure B" forming part of this Report.

FIXED DEPOSITS:

The Company did not take any Fixed Deposits from the public and no fixed deposits were outstanding or unclaimed as on March 31,2013.

LISTING OF SHARES:

The equity shares of your Company are listed on the Stock Exchange, Mumbai. (BSE code 531921) and the listing fees for the year 2013-14 have been duly paid.

INDUSTRIAL RELATIONS:

The industrial relations during the year under review remained harmonious and cordial. Your Directors wish to place on record their appreciation for the excellent co-operation received from all cadres of employees at various units of the Company.

COST AUDITORS :

In compliance with the Central Government''s Order No.52/26/CAB-2010 dated June 30, 2011, the Board has appointed M/s. Vinayak Kulkarni, Cost Accountants, Mumbai to carry out the cost audit in respect of insecticide products of the Company for the financial year 2012-13. The Due date for filing of the Cost Audit Report for the financial year 2012-13 is September 30, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2013 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2013 on a going concern basis.

DIRECTORS:

Mr Jaiprakash Agarwal, Managing Director and, Mr Lalit Agarwal, Mr Ramchandra Agarwal and Mr Jawahar D.Patil, Whole Time Directors of the Company are proposed to be re-appointed in accordance with the relevant provisions of the Companies Act, 1956 read with Schedule XIII of the said Act. For detailed terms of their re-appointment and remuneration, please refer to the Notice and Explanatory Statement together with Annexure to the Notice of the ensuing Annual General Meeting..

Mr Ramdas Trimbak Rajguroo, was appointed as an Additional Director by Board of Directors of the Company with effect from September 29, 2012, in terms of Section 260 of the Companies Act, 1956 and Article No. 128 of Articles of Association of the Company. Mr Rajguroo holds office up to the date of this Annual General Meeting. The Company has received a notice in writing from a member under Section 257 of the Companies Act, 1956, proposing Mr Rajguroo''s candidature for the office of Director of the Company liable to retire by rotation pursuant to Section 255 of the Companies Act, 1956.

Mr. Jaswant D. Sharma, Mr Harikrishna Patni and Mr Alok Bharara retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd.

Ministry of Corporate Affairs (MCA) vide Circular No.51/12/2007-CL-III dated 8 February 2011 has given a general exemption to all companies in terms os Section 212[8] of the Companies Act, 1956 with regard to attaching of the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and Audited Accounts viz Balance Sheet, Profit and Loss Account and other documents of Bituminex Cochin Pvt Ltd (BCPL), for the Financial Year ended March 31, 2013 are not being enclosed with this Annual Report. Any member desiring to inspect the detailed Annual Report of BCPL for the Financial Year ended March 31, 2013 may inspect the same at registered office of the Company and of the Subsidiary Company. In event a Member desires to have a copy of the Annual Report of BCPL, he may write to the registered office of the Company and of the BCPL. The Company shall supply a copy of the Annual Report of the BCPL to such member. A statement as required under Section 212 of the Companies ACT, 1956 of the Company''s interest in Subsidiary is attached herewith.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements for the Financial Year ended March 31, 2013 have been provided in the Annual Report. These Statements provide financial information about your Company and its Subsidiary Company as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

CEO/CFO REPORT ON ACCOUNTS

As required under Clause 49 of the Listing Agreement , the CEO/CFO Report on the Accounts is attached herewith.

EMPLOYEES PARTICULARS

There were no employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made there under.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiencyof plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

The Company has not imported any Technology. The Company has not yet established separate Research & Development facilities.

AUDITORS'' REPORT

The observation made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS:

Your Company''s Auditors M/s. RASHMI AGARWAL, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribe limit under section 224(1 B) of the Companies Act, 1956.

INTERNAL CONTROL SYSTEMS & ITS ADEQUACY :

Your Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The key business processes have been documented. The transactions are recorded and reported in conformity with generally accepted accounting practices. The Internal Control systems and procedure ensure reliability of financial reporting, Compliance with the company''s policies and practices, governmental regulations and statues. Internal audit is conducted by Independent firm of Auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken.

ACKNOWLEDGMENT:

Your Directors express their sincere appreciation for the contribution and commitment of the employees of the Company and for the excellent support provided by the shareholders, customers, distributors, suppliers, bankers and other service providers during the financial year under review.

For and on behalf of the Board of Directors

Place : Mumbai JAIPRAKASH AGARWAL

Dated: September 5, 2013 Chairman

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Mar 31, 2011

The Directors are pleased to present the Seventeenth Annual Report and Audited Accounts for the Year ended March 31st, 2011.

FINANCIALS RESULTS

(Rs In Lacs)

2010-2011 2009-2010

Total Income 5793.33 3915.93

Total Expenditure 5153.22 3342.21

Profit before Interest & Depreciation 640.11 573.72

Interest 97.60 82.06

Depreciation 307.51 243.38

Profit Before Tax 235.00 248.28

Provision for taxation

a) Current tax 46.84 42.19

b) Deferred tax 19.72 47.75

Profit after Tax 168.44 158.34

Balance brought forward from earlier year 444.18 285.84

Profit available for appropriation 612.62 444.18

APPROPRIATION :

Proposed Equity Dividend 40.93 -

Tax on Proposed Equity Dividend 6.64 -

Balance Carried to Balance Sheet 565.05 444.18

DIVIDEND:

The Directors recommended a Dividend of Rs.1 per Equity shares for the year ended 31st march 2011 on 4092,800 Equity shares of Rs.10 each. The Dividend Pay out, including Dividend Tax of Rs. 6.64 Lacs, will be Rs.47.56 Lacs.

OPERATIONS:

The Operations of the Company are elaborated in the annexed Management Discussion and Analysis Report.

CORPORATE GOVERNANCE:

In terms of clause 49, of the listing agreement, the Corporate Governance report is annexed as Annexure A forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report as required under clause 49 of the listing agreement is annexed as Annexure B forming part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

LISTING OF SHARES:

The equity shares of the company are listed on the Stock Exchange, Mumbai. (BSE code 531921) the listing fees for the year 2011-12 have been duly paid.

INDUSTRIAL RELATIONS:

The Company remains committed to Developing and fostering a culture of participation, engagement and accountability, and takes pride in the initiative and team-work, and in the spirit of excellence, demonstrated by all its employees; they have displayed exemplary team-work, result-orientation, and motivation; and also a sense of accomplishment from their contribution to the Company's goals.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2011 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual accounts for the year ended March 31, 2011 on a going concern basis.

DIRECTORS:

Mr. Mahendra Agarwal and Mr. Rajkumar Mehta retires by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

SUBSIDIARIES:

Bituminex Cochin Pvt Ltd (BCPL) is a wholly owned subsidiary of Agarwal Industrial Corporation Ltd. The Subsidiary BCPL is in the same line of business of manufacturing bituminous products and is having most modern factory at Cochin. It is well established company with the brand image in the Kerala market which was added advantage for the Company. The running business of the BCPL kept continued and we are expanding the business of it.

CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the Audited Consolidated Financial Statements incorporating the duly audited financial statements of the subsidiary, viz. Bituminex Cochin Pvt Ltd. (BCPL) and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

STATUTORY DISCLOSURES:

Ministry of Corporate Affairs (MCA) vide circular No.51/12/2007-CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance Sheet, profit and loss account and other documents of its subsidiary companies subjects to fulfillments of conditions mentioned therein. The summary of the key financial of the company's subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary company, seeking such information at any point of time. The annual accounts of the subsidiary company will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are as under :

1) Conservation of Energy:

a) Measures :

(i) Electrical Energy :

(a) Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

(b) Improving power factor by optimum choice of power factor improvement capacitors.

(c) Monitoring the overall energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy.

The Company is reviewing various proposals for reduction in consumption of energy.

c) Impact of measures (a) and (b) above for reduction of energy consumption and Consequent impact on cost of production of goods are as under-

2) Technology Absorption:

The Company has not imported any Technology. The Company has not yet established separate Research & Development facilities.

AUDITOR'S REPORT:

The observation made in the Auditor's Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

AUDITORS:

Your Company's Auditors M/s. RASHMI AGARWAL Chartered Accountants, hold office until the conclusion of ensuring Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribe limit under section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

There are no employees of the Company for whom the provisions of section 217(2A) of the Companies Act, 1956 are applicable.

ACKNOWLEDGMENT:

The Directors accept and convey their sincere appreciation to all employees of the Company for their continued dedication and commitment to achieving the results of the company. The Directors also acknowledge and are grateful to the Bankers, Government Authorities and shareholders for their continued support, confident and co-operation in the performance of the Company.

Place: Mumbai. For and on behalf of the Board

Dated: 25/08/2011

JAIPRAKASH AGARWAL

Managing Director

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Mar 31, 2010

The Directors have great pleasure in presenting this Sixteenth Annual Report and Audited Statement of Accounts for the Year ended March 31st , 2010

FINANCE REVIEW FINANCIAL YEAR 2009-2010 2008-2009 (Rs. In Lacs) (Rs. In Lacs)

Total Income 3915.93 1436.20

Total Expenditure 3344.47 979.15

Profit before Interest & Depreciation 571.45 457.05

Interest 79.80 93.07

Depreciation 243.38 195.63

Profit Before Tax 248.27 168.35

Provision for taxation

a) Current tax 42.18 19.07

b) FBT -- 0.98

c) Deferred tax 47.75 22.61

Profit after Tax 158.34 125.69

Balance brought forward from earlier year 285.84 160.15

Balance carried to Balance sheet 444.18 285.84

DIVIDEND:

To enable the company to augment and conserve money for long term working capital requirement, the Board of Directors do not recommend Dividend this year.

PERFORMANCE OF THE COMPANY:

The Company has recorded a profit of 248.27 lacs which shows an increase of 47.76% as compared to last year.

The Company has commissioned a factory at Belgaum in the state of Karnataka. The factory is setup to manufacture Bituminous Products that includes Paving Grade Bitumen, Industrial Grade Bitumen, Modified Bitumen (CRMB/PMB), Bitumen Emulsions, Bitumen Felts, Expansion Joint Boards and other waterproofing compounds and paints. The factory started the operations in the month of November 2009. The response is very good from the market.

Company is considering establishing Import facility for Bulk Bitumen, which includes tank farm near Jetty / Port. Company is also planning to establish Green House, Agriculture, Horticulture, Floriculture and or similar activities at companys land in Rajasthan.

To expand the core business of the company, the Company is planning to add around 25New Tankers in fleet of Bitumen and LPG tankers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management discussion and Analysis Report as required under clause 49 of the listing agreement is annexed as Annexure II forming part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

LISTING OF SHARES:

The equity shares of the company are listed on the Stock Exchange, Mumbai. (BSE code 531921) the listing fees for the year 2010-11 have been duly paid.

CORPORATE GOVERNANCE:

In terms of clause 49, of the listing agreement, the Corporate Governance report is annexed hereto and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

1. In the preparation of annual accounts for the year ended, March 31, 2010 the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the attached statement of accounts for the year ended March 31, 2010 on a going concern basis.

INDUSTRIAL RELATIONS:

Industrial relation continued to be cordial during the year.

DIRECTORS:

Mr. Ramchandra Agarwal, Mr. Harikishan Patni and Mr. Jaswant D. Sharma retire by rotation at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

M/s.RASHMI AGARWAL Chartered Accountants have been appointed as the Auditors of the Company to fill the Vacancy caused by the resignation of M/s. ANIL K. LODHA & CO. Chartered Accountants and to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting at a remuneration to be decided by the Board of Directors. Your Company has received a Certificate from M/s.RASHMI AGARWAL, Under section 224 (1B) of the companies Act, 1956.

The Directors place on record their appreciation on the valuable advise and services rendered to the company by M/s. ANIL K. LODHA & CO. Chartered Accountants during their Association as the Statutory Auditors.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The information required to be given U/s 217(i)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is not applicable since the company is not engaged in manufacturing business.

(B) Foreign Exchange Earning and Outgo:

During the year under review, the company did not have any Foreign Exchange Earning or Outgo.

PARTICULARS OF EMPLOYEES:

There are no employees of the Company for whom the provisions of section 217(2A) of the Companies Act, 1956 are applicable.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the excellent performance of the employees of the company during the year.

Your Directors also express their gratitude to the bankers, government agencies, customers, business Associates and shareholders for their co-operation and look forward to their continued support in the future.

Place: Mumbai. FOR AND ON BEHALF OF THE BOARD.

Dated: August 28th , 2010 JAIPRAKASH AGARWAL.

Managing Director