Narmada Agrobase Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting their Integrated Annual Report of Narmada Agrobase Limited ("the Company") along with Audited Annual Financial Statements for the Financial Year ended on 31st March 2026. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosure in the Boards Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

The Companys performance during the year ended 31st March 2026 and the corresponding figures for the last year are as under:

(Amount in Lakhs)

Particulars	For the Year Ended on 31st March 2026	For the Year Ended on 31st March 2025
Net Revenue	7966.75	6633.91
Profit Before Interest, Depreciation & Tax	624.93	623.81
Less: Finance Cost	81.86	83.81
Less: Depreciation & Amortization Expense	22.48	24.34
Profit / (Loss) Before Tax	520.59	515.66
Less: Provision for Tax [Current]	132.63	97.74
Less: Income Tax (JV) [Short / Excess Provision of IT W/off]	0	0
Less: Deferred Tax (Assets) / Liabilities	-02.22	-0.69
Less: Tax Adjustment of earlier year	04.45	9.82
Profit / (Loss) After Tax	385.73	408.79
Less: Proposed Dividend & Tax thereon	-	-
Add: Total Other Comprehensive Income	-38.64	-
Balance carried to Balance Sheet	347.09	408.79

For the financial Year 2025-2026, your Company recorded net sales of Rs. 7966.75 Lakhs as against Rs. 6633.91 Lakhs in the previous year and thereby recording the increase in the net sales. Despite the tough market conditions faced by the industry, Company is striving hard to achieve the better results and the assured progressive growth in future.

Further for the Financial Year 2025-2026, the company achieved net Profit of Rs. 347.09 Lakhs as compared to Rs. 408.79 Lakhs in the previous financial year.

During the year under review, the authorized and paid-up share capital of the Company are as follows:

(A) AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ^ 38,00,00,000/- divided into 3,80,00,000 Equity Shares of ^ 10/- (Rupees Ten Only) each.

(B) ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31st March, 2026, the issued, subscribed and paid-up capital of the Company is ^ 37,93,63,990/- divided into 3,79,36,399 Equity Shares of ^ 10/- (Rupees Ten Only) each.

No amount is transferred to general reserve. Surplus amount is carried to Profit & Loss A/c in Balance sheet. The Board of Directors has decided to retain the entire amount of profit for financial year 2025-26 in the statement of profit and loss.

In 2025-26, Indias economic environment remains strong and growth-oriented, with GDP expected to grow around 6.3%-7.4%, driven by robust domestic demand, infrastructure investment, and services sector expansion. In the upcoming year (2026-27), growth is projected to remain steady at about 6.2%-7.2%, supported by continued public capex and gradual private investment recovery. Inflation is expected to stay around 4%-5% within the RBIs target, though food and energy prices may fluctuate. Fiscal policy focuses on consolidation with high capital expenditure, keeping the fiscal deficit near 4.4%-4.8% of GDP. The external sector remains stable with a current account deficit of 1.3%-2% of GDP, while global uncertainties, oil price volatility, and geopolitical risks remain key challenges.

The Company continues to sustain its commitment to the highest levels of quality. Our focus on quality, productivity and innovations has helped us deliver increased value to our customers. The company is certified for ISO 9001:2015 (quality management Systems). Narmada has a flagship brand which commands a high reputation worldwide for quality products, efficient services and level of reliability as a stable supplier of quality products in cattle feed Industries. The products offered by us are processed using quality ingredients sourced from the selected vendors of the market. Before packaging and distributing, the raw material is inspected by the Quality Assurance team after being adequately graded and processed.

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

During the year under review, the Company has not changed the nature of business activity.

The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

The Board of the Company comprises an optimum combination of executive and non-executive independent directors. As on the date of this report, Board of Directors of the Company comprises of total six (6) directors. The Composition of the Board of Directors and Key managerial personnel is as under:

NAME OF THE DIRECTOR	CATEGORY AND DESIGNATION
Neerajkumar Sureshchandra Agrawal	Chairman, Managing Director & Chief Financial Officer
Suresh Chand Kalyanmal Gupta	Whole Time Director
Ganesh Bhavarlal Prajapati	Non-Executive Independent Director
Pooja Aidasani	Non-Executive Independent Director
Deepak Soni	Non-Executive Independent Director
Shweta Nathwani	Non-Executive Independent Director
Nidhi Jain	Company Secretary and Compliance officer

In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2026 are as follows:

NAME OF KMP	CATEGORY AND DESIGNATION
Neerajkumar Sureshchandra Agrawal	Managing Director & Chief Financial Officer
Suresh Chand Kalyanmal Gupta	Whole-Time Director
Nidhi Jain	Company Secretary and Compliance officer

Profile of Directors being reappointed and appointed

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this notice convening 14th Annual General Meeting.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 1/3rd of the Directors are liable to retire by rotation and if eligible offer themselves for reappointment. In the ensuing Annual General Meeting, Mr. Suresh Chand Kalyanmal Gupta (DIN: 06473269) of the Company is liable to retire by rotation and being eligible offer himself for re-appointment. A resolution seeking shareholders approval for his reappointment along with other required details forms part of the Notice.

Mrs. Shweta Vivek Nathwani (DIN: 11093007) was appointed on the Board as Additional Independent Director of the Company in the Board Meeting held on 6th August, 2025. She is regularized as Independent Director of the Company in the Annual General Meeting held on 27th September, 2025, with the approval of members.

Mr. Deepak Soni (DIN: 11214672) was appointed on the Board as Additional Independent Director of the Company in the Board Meeting held on 6th August, 2025. He is regularized as Independent Director of the Company in this Annual General Meeting held on 27th September, 2025, with the approval of members.

Mr. Gaurav Dineshkumar Agarwal (DIN: 09627363) and Mrs. Nidhi Dineshbhai Patel (DIN: 08014773) resigned as the Independent Director of the Company on 6th August, 2025 which was noted by the Board of Directors in the meeting held on 6th August 2025.

None of the Directors of the Company is disqualified for being re-appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the Board.

The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company at following website of the company http://www.narmadaagrobase.com

The provisions of Section 135 of the Companies Act, 2013, in respect Corporate Social Responsibility are not applicable to the company.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing

Regulations, that he / she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Company affirmed that the Directors being appointed are not debarred from holding the office of director by virtue of any SEBI order or any other such authority

In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations and DPE Guidelines, a report on Corporate Governance for the year ended March 31, 2026 has been prepared and annexed as "Annexure I" to this Report. The Companys Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to the Corporate Governance Report.

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure II" hereto and forms part of this Report. For sake of brevity the items covered in Boards Report are not repeated in the Management Discussion and Analysis Report.

All the directors of the company are non- disqualified and certificate for the same from the practicing Company Secretary in annexed as "Annexure III".

Company does not have any Subsidiary or Joint Venture or Associate Company.

STATUTORY AUDITOR

The Tenure of M/s. Jain Kedia and Sharma Chartered Accountants has expired at this Annual General Meeting. Hence it is proposed to reappoint M/s. Jain Kedia and Sharma Chartered

Accountant as the Statutory Auditors of the company afresh for the another term of Four years from F.Y 2026-27 to 2029-30.

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 as submitted by M/s. Jain Kedia and Sharma Chartered Accountant

There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR REPORT

Pursuant to the Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Punit Lath Company Secretaries, in the Board Meeting held on 29th May 2025 to undertake the Secretarial Audit of the Company for the term of 5 Financial years commencing from 2025-26 to 2029-30, with approval by Shareholders at Annual General Meeting held on 27th September, 2025.

The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor M/s Punit S. Lath, Company Secretary for the financial year ended on 31st March, 2026 is enclosed to this Report as "Annexure IV". The Report does not contain does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

In accordance with provision of Section 138 of the Companies Act, 2013 and Rules made thereunder, your Company has appointed M/s. Hanish Agrawal & Associates as the Internal Auditor of the Company for Financial Year 2025-2026 due to resignation of Rajesh Kumar and takes their suggestions and recommendation to improve and strengthen the internal control system.

The Company has complied with all the applicable Secretarial Standards in the Financial Year 202526.

The company has internal financial control systems which are adequate in the opinion of board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized recorded and reported correctly.

The internal control system is supplemented by an extensive program of internal and external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Annual Return for financial year 2025-26 as per provisions of the Act and Rules thereto, is available on the Companys website at https://narmadaagrobase.com/

Company has not given loans, guarantees or has investment which falls under section 186 of the Companies Act, 2013.

During the year, your Company has entered into transactions with related parties, which are in line with Related Party Transactions (RPTs) Policy. As per the threshold mentioned in the Policy, there was no material related party transaction with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Details are attached herewith in Form AOC-2 as "Annexure V".

Proper steps have been taken to identify the risk and mitigate the risk to the level that least possible loss should incur.

In the opinion of the Board of Directors no risk is identified which may threaten the existence of the company.

Your company endeavors to become aware of different kinds of risks and bring together elements of best practices to mitigate such risk and to manage such risks.

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

(a) Conservation of energy -

(i) Steps taken to conserve energy.

Companys operation does not consume significant amount of energy. However, Company uses the LED lights and Five star rated power consuming equipments for conservation of energy. Further Company also strictly observes and control the efficient use of power on day-to-day basis.

(ii) The steps taken by the company for utilizing alternate sources of energy. -

The company has not taken any steps for utilizing alternate source of energy.

(iii) The capital investment on energy conservation equipments. -

Company has not made any capital investment specifically for conserving energy.

(b) Technology absorption -

(i) The effort made towards technology absorption. - Not applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution. - Not applicable

(iii) In case of imported technology. - Not applicable

(iv) The expenditure incurred on Research and Development. - Not applicable

(c) Foreign exchange earnings and outgo -

During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was stood at Nil.

During previous year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was US $ 14972.88 (INR 12,48,289).

The Company does not have any amount to its credit as required under the provision of section 124 of the Companies Act, 2013 to be transferred to the IEPF Account.

The Directors Responsibility Statement referred to in Clause (c) of Sub- section (5) of Section 134 of the Companies Act, 2013 shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the director 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the director 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 directors had prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls which are being followed by the Company and that such internal controls are adequate and are operating effectively;

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

The details of the top ten employees in terms of salary drawn and other information as per requirements of the Companies (Appointment and Remuneration of Managerial Personnel) are given under "Annexure VI" of the report.

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided as "Annexure VII".

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015.

There was no fraud disclosed during current Financial Year.

There is no deviation in the use of proceeds from the objects stated in the offer document of IPO and there is no variation between projected utilization of funds made by it in its offer document of IPO pursuant to regulation 32 of SEBI (Listing Obligations and Disclosure Requirements, 2015.

The Board hereby confirms the entire utilization of the proceeds as stated above.

The Company is not required to maintain costs records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

The Equity Shares of the Company were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) in FY 2018-19. The Company got migrated to Main Board of National Stock Exchange of India and simultaneously got listed on BSE Limited on 27th October 2022. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

KFin Technologies Limited

Address: Tower- B, Plot No. 31 & 32, Selenium building Gachibowli Road Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana 500032

Contact No: 040 6716 2222

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.

The directors place on record their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its vendors, investors and for their continuous support and all other associates and look forward to continue fruitful association with all business partners of the company.

Your Directors are also thankful to the shareholders for the trust and confidence reposed in the Company and look forward to their continued support to propel the Company to greater heights.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys Executives and Workmen for progress and prosperity of the Company.

For and on behalf of the Board of Directors

NARMADA AGROBASE LIMITED

Chairman & Managing Director

Neeraj S. Agrawal

DIN: 06473290

Date: 16th June, 2026

Place: Ahmedabad