Agarwal Industrial Corporation Ltd

TO THE MEMBERS OF AGARWAL INDUSTRIAL CORPORATION LIMITED

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

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:

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.