Agarwal Industrial Corporation Limited passed all seven proposed resolutions at its 32nd Annual General Meeting held on September 24, 2026. The meeting, conducted via video conferencing, approved a final dividend of ₹3.30 per equity share for FY26.

The company disclosed the consolidated scrutinizer's report pursuant to Regulation 44 of SEBI (LODR) Regulations, 2015. Voting was conducted through remote e-voting and e-voting during the meeting using the National Securities Depository Limited (NSDL) platform. The cut-off date for voting eligibility was September 17, 2026.

Key resolutions passed

Shareholders adopted the audited standalone and consolidated financial statements for the financial year ended March 31, 2026. The board also approved the appointment of cost auditors for the financial year ending March 31, 2027.

Mr. Jaiprakash Agarwal was re-appointed as a director following his retirement by rotation. Additionally, members consented to the payment of remuneration to Mr. Mahendra Agarwal as a non-executive, non-independent director.

Dividend and special approvals

The declaration of dividend of ₹3.30 per equity share of face value ₹10 each received majority support. Special resolutions were also passed for:

• Omnibus approval for related party transactions for FY27.
• Adoption of new main objects and ancillary objects, along with the consequent alteration of the Memorandum of Association.

Meeting proceedings and attendance

The AGM commenced at 12:00 noon and concluded at 12:54 pm. Ms. Yashee Agrawal, Company Secretary & Compliance Officer, confirmed the requisite quorum was present before opening the meeting. Mr. Jaiprakash Agarwal, Managing Director, chaired the session.

Out of 22 registered speakers, 10 shareholders participated in the discussion. The Chairman noted that both the Statutory Auditors Report and Secretarial Report were free from any qualifications or observations. Results of the e-voting were announced within 48 hours of the meeting's conclusion.

What the Numbers Show

Voting participation remained high across most items, with 99,74,534 equity shares voting on the financial statements and dividend declaration. However, participation dropped for specific governance items. For Item No. 5 (Related Party Transactions), only 66,64,996 shares voted, representing 44.56% of outstanding shares. Similarly, Item No. 6 (Remuneration) saw 63,80,361 shares vote, or 42.66% of outstanding shares. This divergence suggests lower shareholder engagement or abstention on related-party and remuneration matters compared to routine financial approvals.

Promoter and Promoter Group held 85,55,434 shares and voted 100% in favour on all resolutions where they participated. Public institutional holders voted against the re-appointment of Mr. Jaiprakash Agarwal (Item No. 3) and the omnibus approval for related party transactions (Item No. 5), casting all 5,186 shares against these items. Public 'Others' held 60,44,468 shares; their participation varied significantly, with only 21.70% of their holdings voting on most items, but higher turnout on routine resolutions.

Agarwal Industrial Corporation has scheduled its 32nd Annual General Meeting for September 24, 2026, to transact ordinary and special business. The meeting will be held through video conferencing in compliance with Ministry of Corporate Affairs and SEBI circulars.

The Board of Directors has recommended a final dividend of ₹3.30 per equity share of face value ₹10 each for the financial year ended March 31, 2026. Shareholders on record as of September 17, 2026, will be eligible for the payout if declared at the meeting. The dividend payment date is set for on or before October 23, 2026.

Strategic Business Expansion

A key special resolution seeks shareholder approval to alter the Memorandum of Association (MoA) to diversify business operations beyond its current focus on bitumen and logistics. The proposed additions include:

• Chemical & Petrochemical Sector: Importing, exporting, and trading heavy, fine, organic, and inorganic chemicals, polymers, and solvents.
• Infrastructure & EPC: Undertaking engineering, procurement, and construction services for roads, highways, bridges, and tunnels under models such as BOT, HAM, DBFOT, and PPP.
• Transit Management: Operating toll collection systems, Electronic Toll Collection (ETC) networks, and Intelligent Transportation Systems (ITS).
• Ancillary Operations: Owning and leasing heavy road construction machinery and providing project management consultancy.

Governance and Related Party Transactions

Mr. Jaiprakash Agarwal, Managing Director, retires by rotation at the meeting and offers himself for re-appointment. The Board also seeks consent for the remuneration of Mr. Mahendra Agarwal, a Non-Executive Non-Independent Director, for advisory services rendered from April 1, 2027, to March 31, 2028. The proposed remuneration is capped at ₹2 crore within overall limits.

Shareholders will also vote on an omnibus approval for related party transactions for FY27. The total limit for these transactions is set at ₹24,329 lakh. Key components include:

Administrative Details

The Company Secretary, Yashee Agrawal, confirmed that remote e-voting will be facilitated by NSDL from September 21, 2026, at 9:00 am to September 23, 2026, at 5:00 pm. The share transfer books will remain closed from September 18, 2026, to September 24, 2026. P. M. Vala & Associates has been appointed as the scrutinizer for the AGM.