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 2025. 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.

FINANCIAL SUMMARY OR HIGHT IGHTS/PERFORMANCE OF THE COMPANY:

The Company's performance during the year ended 31^st March 2025 and the corresponding figures for the last year are as under:

For the financial Year 2024-2025, your Company recorded Total Revenue of Rs. 6633.91 Lakhs as against Rs. 5039.22 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 2024-2025, the company achieved net Profit of Rs. 408.79 Lakhs as compared to Rs. 101.94 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 31^st March, 2025, 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.

During the Financial Year, the Company has come out with Right issue of equity share, whereby Company has issued and allotted 2,43,87,685 Equity Shares of face value of Rs. 10.00/- each for cash at an Issue Price of Rs. 15.00/- per Equity Share aggregating to Rs. 36,58,15,275/- on right basis to the successful allotees. The said equity shares were listed and traded on BSE Limited and National Stock Exchange of India Ltd. w.e.f. 24^th October, 2024.

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 2024-25 in the statement of profit and loss.

The Economic Survey has estimated real GDP growth between 6.3% to 6.8% in 2025-26. In 2024-25, India's real GDP is estimated to grow by 6.4%. To become a developed nation by 2047, India would require sustained economic growth of around 8% every year for at least a decade. Sustained investments, improvement in consumer confidence, and pick-up in corporate wages will be important for supporting growth. Rural demand and anticipated decrease in food inflation is expected to provide an upside to near-term growth. Risks to growth include possible commodity price shocks and elevated trade and geopolitical uncertainties. To reinforce medium-term growth potential, India will need to improve its global competitiveness through structural reforms and deregulation.

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, 2025 are as follows:

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 13 ^th 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 re-appointment. In the ensuing Annual General Meeting, Mr. Neeraj Sureshchandr Agarwal (DIN: 06473290) of the Company is liable to retire by rotation and being eligible offer himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment along with other required details forms part of the Notice.

> Mrs. Shweta Vivek Nathwani (DIN: 11093007) has been appointed on the Board as Additional Independent Director of the Company in the Board Meeting held on 6^th August, 2025. She is regularized as Independent Director of the Company in this Annual General Meeting, subject to approval of members.

> Mr. Deepak Soni (DIN: 11214672) has been appointed on the Board as Additional Independent Director of the Company in the Board Meeting held on 6^th August, 2025. He is regularized as Independent Director of the Company in this Annual General Meeting, subject to 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 6^th August, 2025 which was noted by the Board of Directors in the meeting held on 6^th 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, 2025 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 29^th May 2025 to undertake the Secretarial Audit of the Company for the Financial Year 2024-2025 and for the term of 5 Financial years commencing from 2025-26 to 2029-30, subject to approval by Shareholders at ensuing General Meeting.

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, 2025 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 20242025 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 2024-25.

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 2024-25 as per provisions of the Act and Rules thereto, is available on the Company's 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 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:

(a) Conservation of energy -

(i) Steps taken to conserve energy.

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.

(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 US $ 14972.88 (INR 12,48,289).

During previous 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”.

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 27^th October 2022. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2024-25.

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

For and on behalf of the Board of Directors

NARMADA AGROBASE LIMITED