The Directors have pleasure in presenting the Thirty-Second Annual Report of M/s Agarwal Industrial Corporation
Limited (“the Company” or “AICL”) together with its Audited Financial Statement forthe Financial Year ended March
31, 2026.

1. FINANCIAL RESULTS

2. TRANSFER TO RESERVES

The Company has transferred ' 2954.69Lakhs to
the Other Equity forthe F.Y. March 31, 2026after
appropriating ' 493.61Lakhs towards dividend paid
forthe F.Y. ended March 31, 2025.

3. RESULTS OF OPERATIONS
Standalone Accounts

The Company demonstrated resilience in a challenging
and evolving global business environment during the
financial year ended March 31, 2026.The Company
recorded total revenue of ' 1,35,431.61lakhs, as
compared to ' 2,01,948.54lakhs in the previous
financial year,reflecting a decline of 32.93%.

Despite the prevailing geopolitical uncertainties and
challenging external environment, the Company
remained profitable and continued to focus on
operational efficiency and sustainable business

performance. Profit Before Tax (PBT) stood at
'4,615.69 lakhs, compared to '7,235.07lakhs in
the previous year,while Profit After Tax (PAT) stood
at ' 3,443.54lakhs, as against ' 5,362.98lakhs in
the previous year. The Company remains focused
on strengthening its business fundamentals and
navigating the evolving market environment with
resilience and discipline.

During the Financial Year ended on 31st March 2026,
the Company under its Ancillary Infra - Bitumen
and allied products segment, sold 3,26,499.03
MTS of Bitumen and allied products as compared
to 5,35,938.62MTS sold during the corresponding
previous financial year ended on 31st March 2025,
thus registering a fall by 39.08%.

Consolidated Accounts

On a consolidated basis, the Company recorded
EBITDA of ' 13,486.13lakhs during the financial year

ended March 31, 2026,as compared to ' 21,269.02
lakhs in the previous financial year.

Despite the challenging operating environment and
the impact of exceptional and non-operating items,
the Company remained profitable during the year.
Consolidated net profit stood at '4,356.55 lakhs,
as compared to '11,568.65 lakhs in the previous
financial year.

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 forBulk Bitumen and LPG
through its own Specialized Tankers and

(iii) 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's robust infrastructure network
comprises the following:

Manufacturing & Storage Units: Strategically located
at Taloja (Maharashtra), Belgaum (Karnataka),
Baroda (Gujarat), Hyderabad (Telangana), Rangia
(Dist. Kamrup, Assam), and Pachpadra City (Dist.
Barmer, Rajasthan). Additionally, operations in
Cochin (Kerala) are managed through the Company's
wholly-owned subsidiary, Bituminex Cochin Private
Limited.

Liquid Bulk Storage & Terminal Facilities: Positioned
at key maritime and inland logistics hubs, including
Mangalore (Karnataka), Baroda (Gujarat), Dighi
(Maharashtra), and Taloja (Maharashtra), to
facilitate high-volume bulk handling and seamless
distribution.

BULK BITUMEN STORAGE FACILITIES TO FACILITATE
IMPORTS

To optimize rawmaterial procurement and efficiently
scale its import-led sourcing strategy, the Company
maintains a high-capacity network of bulk storage

terminals. These port-linked and strategic facilities
enable the seamless handling, storage, and
nationwide distribution of imported bitumen.

Our import logistics infrastructure includes:

Company-Owned & Maintained Terminals: Located
at critical maritime and logistical hubs, including
Dighi (Maharashtra), Mumbai (Maharashtra),
Vadodara (Gujarat), Hazira(Loading Facility, Gujarat),
Mangalore (Karnataka), and WestBengal.

Strategic Outsourced Storage Facilities: Positioned
at Karwar (Karnataka) and Haldia (WestBengal) to
expand regional distribution reach and capitalize on
localized infrastructure.

BULK BITUMEN TRANSPORTATION

Weare the pioneers of logistics in Bitumen, which
is predominantly used in road construction business.
It can be procured either in bulk orin packed form.
In either case the product has to be dispatched to
the construction site orto the storage facilities of our
industrial consumers. The bulk bitumen is transported
via specially designed tankers that are insulated and
have pumping facility forloading 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

Weare amongst the leading transporters of LPG
in India, which is the most widely used fuel for
domestic as well as industrial purposes. While
wealready own a large fleet of tankers, wealso
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 orto 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 viewof 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 owna large fleet of tankers which necessarily
calls forregular periodic checks and maintenance.
Asalso, our entire fleet of tankers comes from the
Ashok Leyland stable. Both these factors influenced
our decision to set up an authorized service center,
forAshok Leyland vehicles, within the company. Not
only does this ensure a timely turnaround of the fleet
serviced but is an economically beneficial proposition
forthe company. Wehave our own workshop and
maintenance facilities at strategic locations like
Mumbai, Baroda and Jodhpur.

5. SHARE CAPITAL

The paid-up share capital of the Company as on 31st
March, 2026is 1,49,57,789Equity Shares of ' 10/-
each fully paid up aggregating to '14,95,77,890 /-.

6. DIVIDEND

Your Directors have recommended a equity dividend
of ' 3.30/-of ' 10/-each fully paid up forthe financial
year ended March 31, 2026subject 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 website of the Company under tab
Corporate Information and Updates.

7. CAPITAL EXPENDITURE

Ason March 31, 2026,the capital expenditure during
the year under review amounted to ^2,537.14 Lakhs
and Capital Workin Progress Rs. 3,000.68 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 133of the Companies Act, 2013read
with Rule 3of 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 forthe
financial year ended on March 31, 2026include
the financial results of its following Wholly Owned
Subsidiary (WOS)Companies-

(i) Bituminex Cochin Private Limited

(ii) AICL Overseas FZ-LLC

(iii) Agarwal Translink private Limited

(iv) AICL Finance Private Ltd

(v) Konkan Storage System (Karwar) Private Limited
(w.e.fJanuary 29, 2026,Agarwal Industrial
Corporation Limited had acquired 100%equity
shares of the Company, and consolidated
account is made for a period of 3 month i.e
January 01, 2026till March 31, 2026)

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/Negative

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

Bituminex Cochin Pvt Ltd (BCPL), Agarwal Translink
Private Limited, AICL Overseas FZ-LLC(UAE), AICL
Finance Private Limited and Konkan Storage Stystem
(Karwar) 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. RKCIPL Karmala Tembhurni
Highways Private Limited is the Associate Company.

Performance and Operational Profile of Subsidiary
Companies

The Company continues to drive growth and
operational resilience through its strategically
aligned Wholly-Owned Subsidiaries (WOS),both in
India and overseas:

1. Domestic Wholly-Owned Subsidiaries

• Bituminex Cochin Private Limited: Engaged in
the core business of manufacturing and trading
bitumen and high-grade bituminous products,
catering heavily to infrastructure demand across
Southern India.

• Agarwal Translink Private Limited: Acts as the
primary logistics arm, managing the large-scale
overland transportation of Bitumen, Liquefied
Petroleum Gas (LPG), and Low Sulphur Heavy
Stock (LSHS). The company owns a massive,

specialized fleet of bitumen tankers and also
operates a retail petroleum outlet under Bharat
Petroleum Corporation Limited (BPCL) at
Shahpur, Asangaon (Maharashtra).

• Konkan Storage Systems (Karwar) Private
Limited: Acquired fully during the financial year
under report (effective January 29, 2026),this
entity operates as a domestic WOS. It manages
strategic port-based bulk liquid storage and
terminal facilities at Karwar (Karnataka),
significantly reinforcing the parent company's
import-sourcing capabilities and coastal
infrastructure footprint.

• 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.

2. Overseas Wholly-Owned Subsidiary• AICL Overseas FZ-LLC (Ras Al Khaimah, UAE):

Focuses on global ship chartering and maritime
logistics. The subsidiary operates in strict
compliance with the Overseas Direct Investment
(ODI) guidelines and notifications issued by the
Reserve Bank of India (RBI) from time to time.

• 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 ordisposed orleased the assets
amounting to more than twenty percent of the
assets of the material subsidiary.

Further, in terms of Regulation 24of the Listing
Regulations, Ms. Khushboo Lalji (an Independent
Woman Director of the Company) is appointed
on the Board of captioned material subsidiary.

• Associates Company

M/s. RKCIPL Karmala Tembhurni Highways
Private Limited has become Associates Company
of the Agarwal Industrial Corporation Limited
pursuant to Section 2(6)of the Companies Act,
2013.Further, there are no 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 136of 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.

11. MATERIAL CHANGES AND COMMITMENTSAFTER THE END OF THE FINANCIAL YEAR

Current Matter:

• During transit, a portion of the consignment was
stolen by the vehicle driver, resulting in a physical
shortage of goods upon delivery. Consequently,
the actual quantity received does not match
the particulars declared in the accompanying
tax invoice and e-way bill. In response to this
discrepancy, the Company has filed a formal
refund claim in respect of the goods stolen in
transit.

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) Asreported 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 & 37situated 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 wereissued 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 is
still pending for disposal.

(ii) It may be recalled that in the previous
Report, wehad mentioned that Panvel
Municipal Corporation (PMC) had raised
LBT demand on erstwhile merged Company,
Agarwal Petrochem Private Limited forthe

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,
twodated 08.11.2017and one dated
30.11.2017respectively, passed by the
Asst. Commissioner of Customs, Kakinada
sanctioning thereby Special Additional
Duty refunds aggregating to ' 86.55Lakhs
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. 123596and 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 wasnot 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 forthe 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 under Notes 46respectively 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 134of 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, 2026,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, 2026and of the profits of the Company for
the year ended on that date;

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

d. the Directors have prepared the accounts forthe
Financial Year ended March 31, 2026on 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)

Ason March 31, 2026,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, CSand Compliance
Officer

Changes in KMPs

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

1.Ms. Yashee Agrawal w.e.fJune 16,2025appointed
as Company Secretary and Compliance Officer

Director Retiring by Rotation

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

Asper Regulation 25 ofSEBI (LODR), 2015
the Company has taken Directors &Officers
Insurance from ZurichKotak General Insurance
Company (India) Limited.

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.

18. FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation
25(7)of the Listing Regulations, the Company has
put in place a Familiarisation Programme for the

Independent Directors to familiarise them with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, business model etc.

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

19. BOARD PERFORMANCE EVALUATION

During the year under review, the Board of Directors
has carried out an annual evaluation of its own
performance, Board Committees and individual
Directors pursuant to the provisions of the Act and
the corporate governance requirement as prescribed
by Securities Exchange Board of India (SEBI) under
Regulation 17(10) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

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

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

20. REMUNERATION POLICY AND CRITERIA FOR
APPOINTMENT OF DIRECTORS

The Company had adopted a Remuneration Policy,
subject to review from time to time for the Directors,
KMP and other employees, pursuant to the provisions
of the Companies Act 2013and 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.

• Mr. Mahendra Agarwal, Non-Executive and Non¬
Independent Director of the Company is being paid
remuneration forthe Advisory Services rendered
to the Company which has been approved by the
NRC Committee and the Board of the Directors
followed by Shareholder's approval.

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

Asper 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. Atthe 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: Atransparent 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 orunethical
behavior, in their Private orprofessional 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 wereno casesof sexual
harassment received by the Company during the
F.Y. 2025-26 &between the end of the financial
year and the date of this Report.

Mr. Aniket Shelar 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 werepassed by the regulators orcourts
tribunals impacting the going concern status and
the Company's operations except that there was
non-compliance of Regulation 6(1) of the SEBI (LODR)
Regulations, 2015,due to the non-appointment of
a qualified Company Secretary and Compliance
Officer despite of its best efforts to comply the same
in accordance with said Regulation. In this regard,
we hereby submit that the Company subsequently
complied with the requirements of Regulation 6(1)

by appointing a qualified Company Secretary &
Compliance Officer with effect from 16June 2025
and duly complied with the direction of the NSE and
BSE in this regard.

24. AUDITORSa) Statutory Auditors & their Report

M/s. Singhal Sanklecha & CoLLP, the
Chartered Accountants (Firm Registration
No 025768C) wereappointed 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 referredto in
the Auditors' Report are self-explanatory and
do not call forany 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 carryout the Secretarial Audit of the
Company forthe Financial Year 2025-26.The
Report of the Secretarial Auditor is annexed
herewith as ANNEXURE - I and forms part of
this Report.

Pursuant to the Regulation 24A(1) (b) of
SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015read with
Section 204 of Companies Act, 2013 and
Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014,M/s. P M. Vala &Associates,
Practicing Company Secretary (Membership
No. FCS - 5193, CPNo. 4237);Peer Review
Certificate Number 1884/2022), was
appointed Secretarial Auditor of the Company
for a term of five (5) years from the conclusion
of 31^st Annual General Meeting till conclusion

of 36^th Annual General Meeting

Secretarial Auditors' observations: The

report does not contain any qualifications,
reservation oradverse remarks.

c) Cost Auditor

Pursuant to the provisions of Section 148
and other applicable provisions, if any, of the
Companies Act, 2013and 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 forrelevant segments forthe
Financial Year ending March 31, 2026.

With regard to the Financial year 2026-27,
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),Chartered
Accountants as the Internal Auditor of the
Company for the Financial Year 2025-26.
The Internal Auditor reports directly to the
Chairman of the Audit Committee. The Internal
Audit function develops an audit plan forthe
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 appointment of Ms. Rashmi
Agarwal as Internal Auditor of the Company
for the Financial Year 2026-27.

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 92of 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

Asrequired 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, 2026is given as below:

(A) Conservation of Energy:

Asstated 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 weremade 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 formany
years now. In its endeavor to improve constantly,
your Company ensures regular monitoring and
reviewing of the existing technology and always
attempts if the same can be modified, upgraded
or improved upon for increased and better
operations. However, no specific research and
development activities were carried out during
the year under review.

(C) Foreign Exchange Earnings and Outgo:

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

Disclosure pursuant to the Companies Act, 2013read
with Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016is
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, 2016does
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, 2015forms 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, 2026.Attached as
ANNEXURE - IV

31. BOARD MEETINGS

The Board of Directors of the Company met 5 (five)
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

Ason March 31, 2026, 16(sixteen) Committee
Meetings had been conducted which include
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 to be entered into
during the F. Y. 2025-26 on omnibus basis were
approved by the Board of Directors and the Audit
Committee and werealso consented by the members
in the Annual General Meeting of the Company held
on September 22, 2025in accordance with Section
188 of the Companies Act, 2013and 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. 2025-26are 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 2026-27,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 29,
2026. 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, 2013read with Rule 8(1)
of the Companies (Corporate Social Responsibility
Policy) Rules, 2014are given in ANNEXURE- VI
forming part of this Board Report.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

The BRSR relating to the Company for Financial Year
2025-26 isattached 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. The Audit
Committee was reconstituted post closure of
financial year ended March 31, 2026which is as
follow:

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
2026-27have been duly paid.

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

There are no proceedings initiated/ pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

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, 2026:3.01 Lakhs ,if any such
situation arise

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
forProhibition 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.inis the website of the Company.

46. MATERNITY BENEFIT ACT, 1961

The Company shall complied with the provisions of
the Maternity Benefit Act, 1961,if any such situation
arise. No such situation has arisen during the year
under review.

47. OTHER DISCLOSURES

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

a) Asper 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 orotherwise;

b) Asper 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) Asper 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 orcommission from its subsidiary;

e) Since the Company has not formulated any
scheme of provision of money for the purchase
of own shares by employees orby 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 wasno 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;

48. ACKNOWLEDGEMENT

Your Directors place on record their deep sense of
appreciation forthe 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

Jaiprakash Agarwal Lalit Agarwal

Managing Director Whole Time Director

(DIN:01379868) (DIN:01335107)