N R Agarwal Industries Ltd Directors Report

Directors Report

The Board of Directors are pleased to present their 33^rd Annual Report on the business and operations of N.R Agarwal Industries Limited ("the Company") along with Audited Financial Statements, prepared in compliance with Ind AS Accounting Standards, for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The summarized financial result for the year is as under :

		(Rs. in lakhs)
Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations and Other Income	21,68,95.77	1,69,042.83
Finance Costs	6,414.44	6,091.19
Other Expenses	1,97,103.18	1,54,798.66
Profit after Finance Costs and Other Expenses but before Depreciation and Taxation	13,378.15	8,152.98
Depreciation	6,865.14	6,557.36
Profit before Tax	5,962.24	1,595.62
Provisions for Taxation	-	(701.59)
Deferred Tax	1,592.33	532.11
Net Profit for the year	4,369.91	1,765.10
Other Comprehensive Income (Net of Tax)	45.77	4.86
Total Comprehensive Income	4,415.69	1,769.96

2. STATE OF COMPANYS AFFAIR AND BUSINESS OVERVIEW

New Project

Unit VI - Multilayer Board Plant Project

During the year under review, the Company has undertaken a major expansion initiative through the proposed setting up of a new Multilayer Board Plant (unit VI).

The Company plans to establish a plant with an estimated installed capacity of 1500 tonnes per day (TPD), with a projected investment of approximately Rs.1,500 Crores, in line with its strategy to expand capacity in the packaging board segment.

As part of the project, the Company has acquired a 4.3 meter deckle board paper machine (2013 make) with a capacity of 1020 TPD, along with pulp stock preparation equipment, and has initiated actions for dismantling and relocation of the machinery to India. The Company has also commenced land acquisition at Dahej, Gujarat, with plans to acquire approximately 150 acres in multiple tranches.

The project is expected to be implemented over a period of approximately three years, and the mode of financing shall be a mix of internal accrual and debt.

Upon completion, the project is expected to enhance the Companys manufacturing capacity, improve operational efficiencies, and strengthen its position in the industry. The Board continues to monitor the progress of the project.

The detailed Companys state of Affairs and Business Overview is given in detail in the Management Discussion and Analysis Report, which forms part of this Annual Report.

3. DIVIDEND

Based on the Companys Performance and in terms of Dividend Distribution Policy of the Company, the Directors of your Company has recommended a Final Dividend of Rs.2/- (Rupees Two) per equity share having face value of Rs.10/- (Rupees Ten) for the financial year ended March 31, 2026 subject to approval of the shareholders at the ensuing AGM.

The dividend pay out is in accordance with the Companys Dividend Distribution Policy, which is available on the Companys website at https://www. nrail.com/policies

4. TRANSFER TO RESERVES

There was no transfer made to the General Reserves.

5. SHARE CAPITAL

During the year under review, there were no changes to the Companys share capital. The paid-up equity share capital of the Company is Rs. 17,01,91,000 (Rupees Seventeen Crore One Lakh Ninety One Thousand Rupees Only). Throughout the year, the Company did not issue any shares or convertible securities, including sweat equity and stock option plans.

6. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and investments made or securities provided during the year under review in accordance with Section 186 of the Companies Act, 2013 ("the Act) are stated in the Notes to Accounts which forms part of this Annual Report.

7. PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review, as outlined in Chapter V of the Act and the corresponding Rule.

8. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all related party transactions were entered only after receiving prior approval of the Audit Committee.

The policy on related party transactions as approved by the Board of Directors is available on the website of the Company at https://www.nrail.com/policies.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under section 188(1) of the Act are given in Form AOC-2, provided as Annexure - A to this Report.

9. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES

The Company does not have any Subsidiary/Joint Venture/Associate Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has 10 (Ten) Directors comprising of 5 (five) Executive Directors and 5 (five) Non Executive-Independent Directors.

Shri Raunak Agarwal (DIN: 02173330) was reappointed as Whole Time Director of the Company for a further period of 3 (three) years with effect from August 01, 2025 to July 31, 2028 which was approved by the members at the Annual General Meeting held on September 24, 2025.

Shri Rohan Agarwal (DIN: 08583011) was re-appointed as Whole Time Director of the Company for a further period of 3 (three) years with effect from November 04, 2025 to November 03, 2028 which was approved by the members at the Annual General Meeting held on September 24, 2025.

Further, the Board of Directors in their meeting held on May 12, 2026 approved re-designation of Shri Raunak Agarwal and Shri Rohan Agarwal as Deputy Managing Directors.

Smt. Reena Agarwal (DIN: 00178743) was reappointed as Whole Time Director of the Company for a further period of 3 (three) years with effect from August 01, 2025 to July 31, 2028 which was approved by the members at the Annual General Meeting held on September 24, 2025.

Shri Neeraj Golas (DIN: 06566069) ceased as an Independent Director of the Company from closure of business hours on July 09, 2025 and the Board places on record its appreciation for his contribution towards the growth of the Company during his tenure.

Shri Mahendra Kumar Gupta (DIN: 10544135) was appointed as an Independent Director of the Company for a period of 5 years with effect from September 24, 2025 on the approval of members in the previous Annual General Meeting.

Shri P K Mundra (DIN: 10258728) Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment in terms of the provisions of Section 152 of the Companies Act, 2013.

The Board of Directors of the Company has proposed the re-appointment of Shri P K Mundra (DIN: 10258728) as Whole Time Director of the Company for a further period of 3 years with effect from August 03, 2026 at the ensuing Annual General Meeting. The necessary Special Resolution for reappointment of Shri P K Mundra as Whole Time Director of the Company has been incorporated in the notice of the ensuing Annual General Meeting of the Company along with brief details about him.

11. MEETING OF BOARD OF DIRECTORS

There were 4 (four) meetings of the Companys Board of Directors during the financial year 2025-26. The time gap between the meetings of Board was within the period prescribed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations"). 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.

12. BOARD COMMITTEES

As on March 31, 2026, the Company has 8 (Eight) committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Executive Committee, Share Transfer Committee, Finance and Strategy Committee.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

13. DECLARATIONS FROM 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. 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.

14. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors appointed on the Board of the Company, are persons of high integrity, reputation and possess the requisite expertise and experience (including the proficiency).

15. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTOR

Pursuant to the provisions of the Act and Regulation 17(10) and other applicable provisions of the Listing Regulations and in line with the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company has adopted a structured Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its Committees and Individual Directors including Chairman.

The Board of Directors has carried out an annual performance evaluation which covered the performance of the Board, its Committees, and Individual Directors, including the Chairman.

The evaluation of each Director was carried out by the Board, excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting.

16. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of the Act 2013 and the Listing Regulations.

The policy has been designed with the following basic objectives :

a) To set out a policy relating to remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company

b) To formulate criteria for appointment of Directors, Key Managerial Personnel and Senior Management Personnel.

c) To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.nrail.com/policies

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Annual report on CSR activities, which contains details of expenditures incurred by the Company and brief details on the CSR activities is provided in, Annexure - B to this Report.

During the financial year 2025-26, the Company has spent a total amount of Rs. 1,93,50,000 (Rupees One Crore Ninety Three Lakh Fifty Thousand Only) towards CSR initiatives.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.nrail.com/policies

18. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure - C.

Further, the information pertaining to Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/Corporate Office address or by email to investors@nrail.com.

19. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended March 31, 2026 is available on the website of the Company at ttps://www.nrail.com/ other-compliances.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Act for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct, etc.

21. RISK MANAGEMENT POLICY

The Company has in place a risk management framework and policy that provides an all-inclusive approach to safeguard the organisation from various risks, both operational and strategic through adequate and timely actions and to anticipate, evaluate and mitigate the risks that could materially impact the business objectives. The potential risks are identified and mitigation measures are implemented to address the same.

22. ADEQUACYOFINTERNALFINANCIAL CONTROL

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2026, the Board considers that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and there is no material weakness.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

24. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

25. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business.

26. AUDITORS

STATUTORY AUDITOR

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No.: 103429W) have been appointed as the Statutory Auditors of the Company for a second term of five years at the Annual General Meeting ("AGM") of the Company held on September 29, 2022, to hold office till the conclusion of the 34^th AGM of the Company to be held in the year 2027. M/s. GMJ & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors.

SECRETARIAL AUDITOR

The shareholders of the Company at 32^nd AGM have appointed M/s. Parikh & Associates, Practicing Company Secretaries [FRN: P1988MH009800] as the Secretarial Auditor of the Company for the period of five years commencing from Financial Year 2025-26 till Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark. Further the Secretarial Audit Report in Form MR-3 has been attached as Annexure - D.

INTERNAL AUDITOR

M/s. Deloitte Touche Tohmatsu India LLP, [FRN: AAE-8458] were appointed as the Internal Auditors of the Company for the FY 2025-26 in the Board Meeting held on August 13, 2025 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Further, based on the recommendation of Audit Committee, Board of Directors in their meeting held on May 12, 2026 appointed M/S. Kothari Mehta & Co. LLP, Chartered Accountants, (FRN:022150N) as the Internal Auditor of the Company for the Financial Year 2026-27 pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014.

COST AUDITOR

Board of Directors of the Company at its meeting held on May 28, 2025 have appointed M/s V.J. Talati & Co., Cost Accountants, [FRN: R00213] appointed to conduct Cost Audits for all the units of the Company for the year ended March 31, 2026 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014.

Cost Audit Report for the financial year 2024-25 was duly filed with Ministry of Corporate Affairs, Government of India on August 28, 2025. The Cost Audit of the Company for the financial year 2025-26 has been conducted by the said firm and the report shall be filed with the Ministry of Corporate Affairs within the prescribed timelines.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees. To ensure this, the Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure - E to this Report.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the period under review, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

30. OTHER DISCLOSURES

a) There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

b) During the financial year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions.

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026:

a) in the preparation of the annual accounts for the financial year ending March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit and loss of the company for the financial year ended March 31, 2026;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the financial year ended March 31, 2026 have been prepared on a "going concern" basis;

e) the directors had laid down proper systems of internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Companys Management.

	On behalf of the Board of Directors
	For N R Agarwal Industries Limited
	R N Agarwal
Place : Mumbai	Chairman and Managing Director
Date : May 12, 2026	DIN : 00176440