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 31^st
March 2024. Further, in compliance with the Companies Act, 2013 the Company has made all requisite
disclosure in the Board's Report with the objective of accountability and transparency in its operations and
to make you aware about its performance and future perspective.

The Company's performance during the year ended 31^st March 2024 and the corresponding figures for the
last year are as under:

For the financial Year 2023-2024, your Company recorded net sales of Rs. 5039.22 Lakhs as against Rs.
5007.63 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 2023-2024, the company achieved Profit of Rs. 101.94 Lakhs as compared to
Rs. 65.22 Lakhs in the previous financial year.

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 2023-24 in
the statement of profit and loss.

The report credits the strength in domestic demand, driven by private consumption and investment, to
government reforms and initiatives implemented over the past decade. Investments in both physical and
digital infrastructure, along with measures to boost manufacturing, have bolstered the supply side, providing
a significant boost to economic activity in the country.

According to the report, "In FY 25, real GDP growth will likely is closer to 7 per cent," with the potential
for the growth rate to surpass 7% by 2030.

The report highlights the ongoing expansion of digital infrastructure, improvements in institutional
efficiency, technological progress through collaboration with foreign partners, accelerated human capital
formation, and an increasingly favorable investment climate.

It projects that India is poised to become the third-largest economy globally in the next three years, reaching
a GDP of USD 5 trillion.

The report states that "India can aspire to become a USD 7 trillion economy in the next six to seven years
(by 2030)."

"This will be a significant milestone in the journey to delivering a quality of life and standard of living that
match and exceed the aspirations of the Indian people."

Factors contributing to the optimistic economic outlook include firm GDP growth forecasts, manageable
inflation levels, political stability at the central government level, and indications that the central bank has
concluded its tightening of monetary policy.

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 Company's 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:

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 31^st March, 2024 are as follows:

Profile of Directors being Re-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
12^th Annual General Meeting.

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, 2024 has been prepared and annexed as
"Annexure I" to this Report. The Company's 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 Board's 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

At the Annual General Meeting held on 30^th September 2021. M/s. Jain Kedia and Sharma Chartered
Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the year 2026.

The Notes on financial statements referred to in the Auditors report are self-explanatory and do not call for
any further comments. The Auditor's 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 12^th January 2024 to undertake the Secretarial Audit of the
Company for the Financial Year 2023-2024.

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 31^st March, 2024 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 Mr. Rajesh Kumar as the Internal Auditor of the Company for Financial Year 2023-
2024 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 2023-24.

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 2023-24 as per provisions of the Act and Rules thereto, is available on
the Company's website at https://narmadaagrobase.com/productimages/1717668953-documentfile-
Draft%20Form MGT 7.pdf

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 Company's 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:

- Company's 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.

(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 US $
11920.28 (INR 9,84,138).

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 employee's 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".

Your Company is committed to creating and maintaining an atmosphere in which employees can work
together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your
Company has constituted an Internal Complaints Committee.

No complaints were received by the committee during the year under review. Since the number of
complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in
compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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 Company has not issued any shares with differential voting rights or Sweat Equity shares or shares
under ESOP. The Company has not provided any money to its employees for purchase of its own shares
hence the company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and Rule 16 of the
Companies (Share Capital & Debentures) Rules, 2014.

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 27^th October 2022. The Company is
regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

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 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 Company's Executives and Workmen for progress and prosperity of the Company.