Meeting Details

  • Date: Thursday, September 24, 2026
  • Time: 12:00 Noon
  • Mode: Video Conferencing (deemed venue: Registered Office)
  • Record Date: September 17, 2026
  • Book Closure: September 18, 2026 to September 24, 2026 (both days inclusive)

Ordinary Business

1. Adoption of Financial Statements

To receive, consider and adopt:

  • (a) Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Independent Auditors
  • (b) Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Independent Auditors

2. Dividend Declaration

To declare Dividend of ₹3.30 (Rupees Three and Thirty Paisa only) per Equity Share of ₹10/- each fully paid up for financial year 2025-26.

3. Director Re-appointment

To appoint Mr. Jaiprakash Agarwal (DIN: 01379868) who retires by rotation and offers himself for re-appointment.

Special Business

4. Appointment of Cost Auditors

Ordinary Resolution to approve appointment of Mr. Vinayak Kulkarni, Cost Accountant (Membership No. 28559) as Cost Auditor for FY 2026-27 at remuneration of ₹90,000 (Consolidated) plus applicable taxes.

5. Omnibus Approval for Related Party Transactions

Special Resolution to approve omnibus approval for related party transactions for FY 2026-27 as approved by Audit Committee and Board of Directors in their meeting held on May 29, 2026.

Related Parties Include:

  • Key Managerial Personnel: Mr. Jaiprakash Agarwal, Mr. Ramchandra Agarwal, Mr. Mahendra Agarwal, Mr. Lalit Agarwal, Mr. Vipin Agarwal, Ms. Yashee Agrawal
  • Wholly Owned Subsidiaries: Bituminex Cochin Private Limited, AICL Overseas FZ-LLC, Agarwal Translink Private Limited, AICL Finance Private Limited, Konkan Storage System (Karwar) Private Limited
  • Associate Company: RKCIPL Karmala Tembhurni Highways Private Limited
  • Relatives of KMP: Multiple individuals including Mr. Nilesh Agarwal, Mr. Mukul Agarwal, Mr. Virel Agarwal, and various HUF entities
  • Concerns where Directors/Relatives are interested: ANZ Transporters, Agarwal Gas Carriers, Agarwal Motor Repairs, Balaji Tyre, Shree Balaji Engineering Work, Murlidhar Ishwardas, Shiva Roadline

Transaction Limits (in ₹ lakhs):

  • Remuneration to Directors/KMP: ₹175.00 each for Mr. Jaiprakash Agarwal, Mr. Lalit Agarwal, Mr. Ramchandra Agarwal; ₹175.00 for Mr. Mahendra Agarwal; ₹60.00 for Mr. Vipin Agarwal; ₹12.00 for Ms. Yashee Agrawal
  • Place of Profit: ₹30.00 each for Mr. Nilesh Agarwal and Mr. Virel Agarwal
  • Rent Payable: ₹12.00 to Mrs. Pooja Agarwal; ₹24.00 each to Mr. Jaiprakash Agarwal and Mr. Lalit Agarwal
  • Freight Payment: ₹1,000.00 to Agarwal Translink Pvt Ltd; ₹600.00 to ANZ Transporters; ₹600.00 to Agarwal Gas Carriers
  • Transportation Charges Receipt: ₹600.00 from Agarwal Translink Private Limited; ₹600.00 from ANZ Transporters; ₹100.00 from Agarwal Motor Repairs
  • Purchase of HSD & Oil: ₹880.00 from Agarwal Translink Pvt Ltd and Muralidhar Ishwardas
  • Loan to Wholly Owned Subsidiary: ₹10,000.00 to AICL OVERSEAS FZ-LLC
  • Guarantee to Wholly Owned Subsidiary: ₹5,000.00 to AICL OVERSEAS FZ-LLC
  • Total omnibus limit: Approximately ₹26,000+ lakhs

6. Remuneration to Non-Executive Director

Special Resolution to approve payment of remuneration of ₹2,00,00,000 (Two Crore) to Mr. Mahendra Agarwal, Non-Executive (Non-Independent) Director for advisory services for 1 year term from April 01, 2027 to March 31, 2028.

7. Alteration of Memorandum of Association

Special Resolution to approve addition/modification of Main Objects and Ancillary Objects clauses to diversify business operations:

New Main Objects:

  • Business of importers, exporters, traders, suppliers of chemical and petrochemical products
  • Engineering, procurement and construction (EPC) of roads, highways, expressways, bridges under BOT, HAM, DBFOT, PPP models
  • Joint ventures, collaborations for infrastructure projects
  • Toll collection systems, Electronic Toll Collection (ETC), Fastag management, Intelligent Transportation Systems

New Ancillary Objects:

  • Purchase, lease, operation of road construction machinery and equipment
  • Engineering, technical, project management services for infrastructure projects
  • Transportation, warehousing, storage for bitumen, petroleum products, construction materials

Voting Arrangements

  • Remote e-voting period: September 21, 2026 (09:00 AM) to September 23, 2026 (05:00 PM)
  • Scrutinizer: P. M. Vala & Associates (Company Secretaries)
  • Registrar & Transfer Agent: MUFG Intime India Private Limited
  • Dividend payment: Through electronic mode only, subject to TDS deduction as per Income Tax Act, 1961

Director Details for Re-appointment

Mr. Jaiprakash Agarwal (DIN: 01379868)

  • Date of Birth: July 2, 1958 (Age: 68 years)
  • Qualification: B.Com
  • Expertise: Management, Operation
  • Directorships in other companies: NIL
  • Equity Shares held: 8,75,453
  • Board meetings attended in FY 2025-26: 2