The Board of Directors is delighted to present the 65" Annual Report on the business and operations of the company Narmada Gelatines
Limited (“the Company') along with the standalone and consolidated financial statements for the financial year ended 31¹ March, 2026.
Financial Highlights

Operating Performance

During the financial year 2025-26, the revenue from operations increased by 14.02% from ? 188.92 crores in the previous year, to ? 215.41
crores. Profit aftertax for the year was?28.43 crores vs.? 17.21 crores in the previous year,

Earnings before interest, taxes and depreciation and amortlscitlon (EBITDA) stood at ? 40.88 crores (previous year ? 26.23 crores), higher
than the previous year by 55.81 % and Earnings per share stood at ? 47.01 as compared to? 28.45 in 2024-25,

The Consolidated results include proportionate share of profit of India Gelatine and Chemicals Limited (IGCL), which has become an
associate of the company with effect from 05" December. 2024, In view of combined holding of the equity shares by the company, and its
promoters pursuant to applicable provision of Companies Act, 2013 and related accounting standards. A statement containing the salient
features of the financial statements of the Company s associate company In Form No. AOC-1 Is provided in the Annexure-V of this report.

Dividends

The Board is pleased to recommend a dividend of ?11 (i.e. ® of 110%) per Equity Share of? 10 each of the company (previous year? 10.00
per Equity Share i.e. 100%) for the financial year ended 31' March. 2026. The total outflow on account of the proposed dividend will be
? 665.45 lakhs (previous year ? 604,96 lakhs).

The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting ("AGM")
scheduled to be held on 19" August. 2026.

Record Date

The Record date fixed for determining the entitlement of Members for payment of Dividend is Wednesday, 12" August, 2026.

According fo the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 1,2020. and the Company is
required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act ,1961,

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserve, but has decided to retain the entire
amount of profit for the financial year 2025-26 in the profit and loss account,

Share Capital

The Paid-up Equity Share Capital of the Company as on 31¹ March 2026 was ? 604,96 lakhs comprising 60.49,587 equity shares of? 10/- each.
During the year under review, your company has neither issued any shares with differential voting rights nor granted any stock options or
sweat equity shares. The Company has paid listing fees for the financial year 2025-26 to the Bombay Stock Exchange Ltd., where Its equity
shares are listed.

Quality initiatives

The Company is committed to the highest levels of quality for its products and customer services. During the financial year 2025-26. the
Company retained Its ISO certification for Quality Management (ISO 9001:2015). EDQM Certification from European Directorate for the
Quality of Medicines and Healthcare. DNV Management System Certification for Food Safety Management System Standard (ISO
22000:2005), KOSHER Certification and Halal Assurance System Certification,

Deposits from public

During the year under review, the Company has not accepted any deposits from public as defined under Chapter V of the Companies
Act, 2013. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and Investments

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are also
disclosed in the notes to the Financial Statements.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act, the Company has undertaken CSR activities and programs, excluding activities undertaken In
pursuance of its normal course of business. Under Section 135 of the Act, the Company was required to spend ? 40,48 lakhs (2%) of the
average qualifying net profits of the last three financial years on CSR activities in financial year 2025-26, During the year under review, the
Company has spent a total of T40 81 lakhs, Accordingly, the Company has fulfilled its CSR spending obligation for the financial year 2025¬
26,

The Annual Report on CSR containing the composition of the CSR Committee, salient features of the CSR Policy, details of activities, and
other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided In Annexure -I attached to
this Report, Since the average CSR obligation for the preceding three financial years i.e, financial year, 2022-23,2023-24 and 2024-25 was
less than T10 crores, the impact assessment report was not applicable for the year 2025-26, The CSR Policy may be accessed on the
Company'swebsiteatthellnk: httos://www.narmadaaelatlnes.com.

Risk Management

The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk
Management Framework and (b) overseeing strategic, operational, financial, liquidity, security, regulatory, legal, environmental, human
resource, and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy In place to address
such concerns/rlsks.

The Audit Committee has exercised additional oversight in the area of financial risks and controls. Major risks identified by the business and
functions are systematically addressed through mitigating actions. The details of the Risk Management Committee, its terms of reference,
key business risks identified and mitigation plans are set out In the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil mechanism / Whistle-blower Policy In place to encourage and facilitate employees to report concerns about
unethical behaviour, actual/ suspected frauds and violation of Company's Code of Conduct or Ethics. The policy provides for adequate
safeguards against victimisation of persons who avail the same and provides for direct access to the chairperson of the Audit Committee.
The Audit Committee of the Company oversees the implementation of the Whistle- Blower Policy. The Committee affirms that no complaint
has been received under the Whistle-Blower Policy/Vigil Mechanism and no personnel had been denied access to the Chairman of the
Audit Committee.

Information on Whistle-Blower Policy is available on the website of the Company at and in the Corporate Governance Report.

Reporting of Frauds

There were no instances of fraud or suspected frauds reported during the year under review, which required the Statutory Auditors to report
to the Audit Committee and/or Board under Section 143( 12) of the Act and the rules made thereunder.

Subsidiaries, Joint Ventures and Associate Companies

On March 31,2026, the company has no subsidiaries or joint venture companies within the meaning of Section 2(6) of the Companies Act,
2013 ("Act").

During the Previous Financial year 2024-25, Narmada Gelatines Limited acquired a 14.14% equity stake in India Gelatine and Chemicals
Limited (IGCL). While this direct holding is below the threshold prescribed under Section 2(6) of the Act for classifying an entity as an
associate company. IGCL is considered an associate of the Company, as Narmada Gelatines Limited, along with its promoters,
collectively holds more than 20% of the equity share capital of IGCL and thereby exercises significant influence.

Nomination and Remuneration Policy

The policy of the Company Is to have an appropriate number of executive and independent directors on the board. The policy of the
Company on directors' appointment and remuneration, etc. as required under Section 178 of the Companies Act, 2013, is available on the
website https://narmadagelatines.com/pdf/policy/Nomination-and-Remuneratlon-Pollcy.pdf and in the Corporate Governance
Report. The remuneration paid to directors Is as per the terms laid down In the Nomination & Remuneration Policy of the Company.

The Company has a Nomination and Remuneration Committee which makes recommendation to the Board with regard to the
appointment of new Directors and Key Managerial Personnel, This policy on nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management has been formulated In terms of the provisions of the Companies Act, 2013 and the Ustlng Regulations
as amended from time to time,

The main objectives of the policy are:

Ý To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive
and Non-Executive) and persons who may be appointed in senior management and key managerial positions, ¹

Directors and Key Managerial Personnel

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong
financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company
and devote adequate time to the meetings and preparation.

Re-appointment of Managing Director

The Board of Directors at their meeting held on 25™ May, 2026, subject to approval of the shareholders, approved the re-appointment of
Mr. Ashok K Kapur (DIN: 00126807) as the Managing Director of the Company for a further period of two (2) Years commencing from T June,
2026 to 31® May 2028 His appointment Is not liable to retirement by rotation.

Special resolution for the re-appointment of Mr. Ashok K Kapur as the Managing Director of the Company is being placed for the approval
of the shareholders of the Company at the ensuing AGM. The Board of Directors, and Nomination and Remuneration Committee of the
Company recommend his re-appointment as the Managing Director of the Company,

Re-appointment of Non-Executive Independent Director

Mr. Kailasam Krishnamoorthy was appointed as a Non-Executive Independent Director at the 60th Annual General Meeting held on
21® September, 2021, for a term of five years. Upon attaining the age of 75 years on 26' December. 2025, the approval of the Members by
way of a Special Resolution through Postal Ballot was obtained in compliance with Regulation 17(1 A) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for continuation of his directorship up to the expiry of his current term l.e. upto 20”' September,
2026 or till the conclusion of the 65" Annual General Meeting of the Company, whichever is earlier.

As per Section 149 of the Act, the Board of Directors in its meeting held on 25" May, 2026, on the recommendations of the Nomination and
Remuneration Committee recommended to the members for the re-appointment of Mr. Kailasam Krishnamoorthy (Mr, K Krishnamoorthy)
(DIN: 02797916) as Non-Executive, Independent Director of the company w.e.f. the conclusion of forthcoming Annual General Meeting for
a second term of 5 (five) consecutive years. The Company has received a notice from a Member under Section 160 of the Companies Act,
2013, signifying his Intension to propose the candidature of Mr, Kailasam Krishnamoorthy (DIN; 02797916) for the office of Independent
Director of the Company.

A Special resolution seeking shareholder’s approval for his re-appointment forms a part of the notice convening the annual general
meeting to be held on 19" August, 2026,

Re-appointment ot Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Mr. S. Maheswaran (DIN; 00143046) Non-Executive (Non-Independent)
Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, seeks
reappointment. As Mr. S. Maheswaran has attained the age of 77 (seventy-seven) years a special resolution In accordance with Regulation
17(1 A) of the Listing Regulations seeking the re-appointment of Mr. S. Maheswaran forms part of the Notice convening the ensuing Annual
General Meeting scheduled to be held on 19" August. 2026.

In the opinion of the Board, all the directors, as well as the directors re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of Integrity.

In terms of requirement of Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors In the context
of the Company's businesses for effective functioning, which are detailed in the Corporate Governance Report.

Attention of Shareholders is invited to the relevant items of the Notice of the Annual General Meeting and the Notes thereto. Brief resume of
the Directors proposed to be reappointed, nature of their expertise In specific functional areas and names of companies In which they hold
directorship and membership/ chairmanship of committees of the Board, as stipulated under Regulation 36 of the Ustlng Regulations are
given in the section on Corporate Governance in this Annual Report,

Pecuniary relationship or transactions with the Company

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 and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.

Declaration from directors

The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI
Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent
Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed In Schedule IV to the Companies Act.
2013,

The Company has also received from them declaration to compliance of Rule 6(1) & (2) of the Companies (Appointment and
Qualifications of Directors) Rules. 2014, regarding online registration with the "Indian Institute of Corporate Affairs', for inclusion/ renewal of
their names in the data bank of Independent Directors,

With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the
Institute, as notified under Sub-Section (1) of Section 150 of the Act, the Board of Directors has taken on record the declarations submitted
by Independent Directors that they are exempt from appearing In the test, except Mrs. Manlmegalai Thangamani who had cleared the
online proficiency self-assessment test,

None of the Directors of the Company are related inter-se except Mr. S Annamalai and Mr. S Maheswaran, in terms of Section 2(77) of the
Companies Act, 2013, including Rules thereunder, The Company has not Issued any convertible Instruments hence; disclosure in this respect
Is not applicable,

None of the Directors of the Company are disqualified for being appointed as directors as specified under Section 164(2) of the Act and
Rules there under.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act. 2013. Mr. Ashok K Kapur, Managing Director, Ms. Mahima Patkar, Company
Secretary and Mr, Arun Jaiswal, Chief Financial Officer are the Key Managerial Personnels of the Company as on 31' March, 2026.

Board Evaluation

The Nomination & Remuneration Committee and the Board have laid down the manner in which a formal annual evaluation of the
performance of the Board, Committees, Chairman and individual directors has to be made.

The Board evaluated its own performance. Board Committees as well as the individual director's performance pursuant to the provisions
of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and
after seeking Inputs from all the directors/members and also on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The Independent directors at their separate meeting reviewed the performance of non-independent directors, the Board as a whole and
Chairman of the Company,

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria
such as the contribution of the Individual director to the Board and Committee meetings like preparedness on the Issues to be discussed,
meaningful and constructive contribution and Inputs In meetings, etc,

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The manner in which the evaluation was carried out is covered In the Corporate Governance Report.

Board and Committee Meetings

The Board meets at regular intervals to discuss and decide on company's business policies and strategies, In case of special and urgent
business, the Board/Committee s approval is taken by passing resolutions through circulation, or by calling Board/Commlttee meetings at
a shorter notice, as permitted by law.

The Company has compiled with Secretarial Standards Issued by the Institute of Company Secretaries of India on Board meetings and
Annual General Meetings. The agenda for the Board and Committee meetings Includes detailed notes on the items to be discussed to
enable the Directors to take an informed decision.

During the financial year under review, Six Board Meetings and four Audit Committee Meetings were convened and held, the details of
which are given in the Corporate Governance Report. The intervening gap between two Meetings was within the period prescribed under
the Companies Act, 2013,

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report,

Meeting of Independent Directors

As per provisions of Schedule IV to the Companies Act, 2013, the Independent Directors are required to hold at least one meeting In a
financial year, without the attendance of Non-independent Directors and members of management, During the financial year 2025-26,
the Independent Directors met on 1T February, 2026,

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Act. the Board of Directors, to the best of its knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended March 31,2026, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;

b. appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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
of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
Irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls have been followed and that such financial controls are adequate and are operating effectively,
and

f. proper systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating
effectively.

Related Party Transactions

The transactions with related parties entered into during the financial year were on arm's length basis and were in the ordinary course of
business, There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the Company at large,

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 are set
out in the Notes to Financial Statements forming part of the Annual Report.

Statutory Auditors

The Statutory Auditors M/s Lodha & Co. LLP, Chartered Accountants, Rrm Registration No: 301051E, were appointed by the members of the
Company In 61^s' Annual General Meeting, to hold office from the conclusion of 61⁹ Annual General meeting for a term of consecutive five
years till conclusion of 66th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the
Act read with the Companies (Audit and Auditors) Rules, 2014.

During the 64" AGM held on 22"’ September, 2025, the members of the company has passed ordinary resolution to approved revision in the
remuneration of M/s Lodha & Co. LLP, Chartered Accountants, for the remaining tenure of their existing term of five consecutive years at
such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors,

In terms of the Notification issued by the Ministry of Corporate Affairs dated 7th May, 2018. the proviso requiring ratification of the Auditors
appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors
would not be required at the ensuing AGM and M/s Lodha 8t Co. LLP, Chartered Accountants, Firm Registration No: 301051E would
continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 66th AGM to be held in 2027.

Report of Statutory Auditors

The Statutory Auditors, M/s Lodha and Company LLP, Mumbai, Chartered Accountants, have submitted their Report on the Financial
Statements of the Company for the financial year 2025-26, which forms part of this Annual Report. The Notes on Financial Statements
referred to In the Auditors' Report for the year 2025-26 are self-explanatory. There are no observations, qualifications, reservations or
adverse remarks In the Auditor's Report that call for any explanation.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act,
2013 are not applicable for the products manufactured by the Company.

Secretarial Auditor and their report

The Secretarial Auditors Dr. Asim Kumar Chattopadhyay, Company Secretary, FCS: 2303, COP No, 880 were appointed by the members of
the Company In 64th Annual General Meeting, to hold office for a period of five years i.e. from FY 2025-26 to FY 2029-30 at a remuneration
as mutually agreed upon between the Board of Directors and Secretarial Auditors.

The Secretarial Audit Report is annexed to this Report as Annexure - II.

There are no qualifications, observations or adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year
2025-26 which call for any explanation from the Board of Directors.

Transfer of Unpaid and Unclaimed amountsto IEPF

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the
Rules') as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred
to IEPF Authority,

The Company has also transferred shares In respect of which dividend amount remained unpaid/ unclaimed for a consecutive period of
seven years or more to IEPF Authority within stipulated time.

Pursuant to the provisions of Section 124 of the Companies Act, 2013, during the financial year, the declared dividends which remained
unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government, as detailed in the Corporate Governance Report,

The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority are available on the website of the company at
https://www.narmadaaelatlnes.com.

Significant and Material Order passed by the Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the
Company 's operations in future,

Proceedings under the Insolvency and Bankruptcy Code, 2016

No proceedings have been Initiated during the year or are pending against the Company as at March 31,2026, under the Insolvency and
Bankruptcy Code. 2016 as amended, before the National Company Law Tribunal or other Courts,

Change in nature of business of company

There is no change in the nature of business of your C ompany during the year under review,

Corporate Governance Report

The Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of the Annual Report. The Managing Director's declaration regarding compliance with the Company's Code of Business
Conduct and Ethics for Directors and Management Personnel forms part of the Corporate Governance Report. As required by the Listing
Regulations the certificate on Corporate Governance for the year ended 31* March, 2026 issued by Dr, Asim Kumar Chattopadhyay,
Company Secretary in Practice, is annexed to this Report.

Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, detailed review of
operation, performance and future outlook of the Company Is presented under Management Discussion and Analysis Report in a separate
section and forms part of the Annual Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 Is annexed to this Report
asAnnexure-lll.

Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, the Annual Return for FY 2024-25 is available on the website of the Company at
https://www.narmadaaelatlnes.com.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,

Disclosures pertaining to remuneration and other details In respect of directors and employees of the Company as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Report as Annexure - IV,

Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

All the employees in the Company are considered equal, There Is no discrimination between Individuals at any point on the basis of race,
colour, gender, religion, origin, sexual orientation or age. Every Individual is expected to treat his/her colleagues with respect and dignity,

The Company has in place a policy for prevention of sexual harassment at workplace, This policy of the Company is in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are covered under this policy, An Internal Complaints Committee Is in place to redress
the complaints received regarding sexual harassment. The following is the summary of the Complaints received and disposed of during fhe
financial year ended 31 * March, 2026:

a) No. of complaints received during the year: 0

b) No. of Complaints disposed of: 0

c) No. of Complaints pending: 0
Disclosure under the Maternity Benefit Act, 1961

Pursuant to the requirements under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company has complied with the provisions
of the Maternity Benefit Act, 1961 In accordance with its Internal policy, during the year under review.

Material changes and commitments affecting the tinancial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between
the end of fhe financial year of the Company to which the financial statements relate and the date of this report,

Appreciation

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/ advisors of fhe
Company for their sincere and dedicated services as well as their collective contribution to the Company's performance,

The Directors also thank the Central and the State Governments, statutory authorities, bankers, and business associates and all the
stakeholders for their continued Interest and valued support,

For and on behalf of the Board

S. Annamalai Ashok K. Kapur

Chairman Managing Director

Race: Jabalpur
Date; 25"May,2026

1

To determine remuneration based on the Company's size and financial position and trends and practices on remuneration
prevailing in peer companies and in the industry,

Ý To carry out evaluation of the performance of Directors, as well as key managerial and senior management personnel.

Ý To provide them rewards linked directly to their effort, performance, dedication and achievement relating to the Company's
operations,

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and to create
competitive advantage,