The Board of Directors is delighted to present the 64th 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 financier year ended 31 st Morch. 2026.

Financial Hiahliahts lakhs)

Operating Performance

During me financial year 2024-26 tne revenue from operations increased by 3.9% from ? 181.79 crores in the previous year, to ? 188.92
crores. Profit after tax for the year was ? 17.21 crores vs. ? 15.33 crores in the previous year.

Earnings before interest taxes and depreciation and amortisation (EBITDA) stood at ? 26.23 crores (previous yecr ? 22.87 crores) higher
than the previous year by 14,69% and Earn mgs per share stood at ? 28.45 as compared to ? 25.34 In 2023-24.

ihe Consolidated results include proportionate share of profit of India Gelafine and Chemicals Limited (IGCL). which has become an
associate of f he company with effect from 05th December, 2024, in view of combined holding of Ihe equity shares by the company. and its
promoters pursuant to applicable provision of Companies Act. 2013 and -elated accounting standards Consequently, consolidated
financial performance for the fufi yeor :$ not comparable with the previous year, as the share acquisition occurred In December 2024 A
statement containing the salient tea lures of the financial statements of the Company's associate company In Form No. AOC-1 is provided
in the Annexure-Vof this report.

Dividends

Tne Board is pleased to recommend a dividend of ? 10.00 (i.e. •& of 100%) per Equity Share of Rs. 10 each of the company (previous year
? 10.00 per Equity Share I.e.! 00%) for the financial year enaed 31st March. 2025. The total outflow on occount of the proposed dividend will
be 604,96 lakhs (previous year ?6C4.96 lakhs).

Ihe said dividend on equity shares is subject to the approval of Ihe Shareholders at the ensuing Annua) General Meeting <'AGM”)
schedulea to be held on 22nd September. 2025.

Record Date

Tne Record date fixed for determining the entitlement of Members for payment of Dividend is Monday. 15th September. 2025.

According to the Finance Act. 2020. dividend Income will be taxable in the hands of Ihe Members w.e f. April 1.2020. and the Company is
required to deduct tax at source from the dividend paid to tt>e 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 2024-25 in the profit and loss account

Share Capital

The Paid-up Equity Share Capital of the Company as on 31s* March 2025 was Rs. 604 96 lacs comprising 60,49.587 equity shares of Rs. 10/-
oach. During the year under review, your company has neither issuoa any shares with dfrorcnfial voting rignts nor granted any stock
options or sweat equity shares. The Company has paid listing fees for the financial year 2024-25 to the Bombay Stock Exchange Ltd., where
Its equl Iy shares are listed.

Quality Initiatives

The Company i$ committed to the highest levels of quality for its products and customer services During me financial year 2024-25. the
Company retained its ISO certification foi Quality Management (ISO 9001:2015). EDQM Certification from European Directorate for the
Quality of Medicines and Healthcore, DNV Management System Certification for Food Safety Management System Standard (ISO
22000 2005). KOSHFR Certification ond Ha'al Assurance System Certification

Deposits from public

During tne year under review. the Company hos not occepted any deposits from public as def ired under C napter V of f he Companies

Act. 2013. No amount on account of princioal or interest on deposits from public was outstanding as on the date of the balance sheet.
Particulars of Loans. Guarantees and Investments

The Company has made an investment by acquiring 1 d. 14% stake i.e. 10.03.COO equity shores of M/s India Gelatine & Chemicals Limited,
wrth the unanimous approval of the Board of Directors, utilizing the surplus funds of the C ompany dated 05th December. 2024.

the Detects of Loans. Guarantees and Investments covered under the provisions of Section 166 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
pu'suonce of its normal course of business Under Section 135 of the Act, the Compony wos required to spend ?34.46 lakhs (2%) of the
average qualifying not profits of the last three financial years on CSR actlvlr.es In financial year 2024-25 During the year under review, the
Company has spent a total of *34.50 lakhs. Accordingly, tho Company has fuiflllod its CSR spending obligation for the financial year 2024-
25.

Ihe Annual Report on CSR containing Ihe composjlion ol 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 ore provided m Annexure I attached lo
this Report Since the average CSR obliged on for the preceding three financial years i.e. financial year, 2021-22.2022-23 and 2023-24 was
less than f 10 crores. the impact assessment report was not applicable for the year 2024-25. I tie CSR Policy may be occessed on ftie
Company’s website at the link https://www.normadagelatines.com.

Risk Management

Ihe Risk Management Comm ttee has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk
Manogement 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 concerrts/risks

The Audit Committee hos exercised addition ol oversight in Ihe 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 ore set out In the Corporate Governance Report

Vigil Mechanism / Whistle Blower Policy

Ihe Company has a Vigil mechanism / Whistle-blower Policy In place to encourage and facilitate employees to report concerns about
unethical behavior, actual/ suspected frauds and violation of Compony's Code of Conduct or Ethics. Ihe 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 no personnel had been denied access to
the Chairman of the Audit Commit*ee.

Ihe Committee affirms that one complomt has beer received under the Whistle-Blower Policy/ Vigil Mechanism, which has been resolved
during the year under review

information on Whistle-Blower Policy is available on the website of the Company at hirps://www.no'madageiatine$.com and in the
Corporate Governance Report.

Reporting of Frauds

there were no instances of fraud or suspected frouds 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 Ihereunder.

Subsidiaries. Joint Ventures and Associate Companies

On March 31,2025. the company hos no subsidiaries or joint venture companies within the meaning of Section 2(6) of the Companies Act.
2013 ('Act')

Dunng the yea? under review. Narmada Gelatines Limited acquired a 14.14% equity slake in India Gelatine and Chemicals Limited (IGCL).
Wh»ie this direct holding is below Ihe threshold prescribed under Section 2(6) of the Act for classifying an entity os 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 tne equity shorecopital or IGCL ond thereby exercises significant influence.

Nomination and Remuneration Policy

Ihe policy of the Company is to have an appropriate number of executive and independent d rectors on the board. The poicy of the
Company on directors' appointment and remuneration, etc. as required unde'Section 178 of the Companies Act, 2013. is available on the
website (www.narmadagelatines.com) and in the Corporate Governance Report. The remuneration paid to directors is as per the *erms
laid down In the Nomination & Remuneration Policy of the Compony, *

The Company has a Nomination and Remuneration Committee which makes recommendation to the Roa'd with regard to the
appointment of new Directors and Key Managerial Personnel. This policy on nomination and remune-ation of Directors, Key Managerial
Personnel and Senior Management has been formulated m terms of the provisions of the Companies Act. 2013 and the Listing Regulations
as amended from time to time.

The main objectives of the policy are:

• To lay down criteria ond 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.

• 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.

• To carry out evaluation of the performance of Directors, as we! os key managerial and senior management personnel.

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

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

Directors and Key Managerial Personnel

The Board of the Company Is comprised ot 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
anddevore adequate time to the meetings and preparation.

Re-appointment of Directors retiring by rotation

In terms of the provisions of the Companies Ac!. 2013, Mr. S. Annomalai (DIN: 0CCO1381) NorvExecullve (Non-independent) Director of the
Company, ret res at the ensu-ng AGM and being ebgible. seeks reappointment. As Mr. S. Annamaloi has attained the age of 78 (seventy-
eight) years a special resolution in accordance with Regulation 17(1 A) of me listing Regulations seeking the re-appointment of Mr S
Annamaloi forms par t ot the Notice convening the ensuing Annual General Meeting scheduled to be held on 22nd September, 2025.

In the opinion ol the Board. aH the directors, as wel as the directors re-appointed during the year possess the requisite qualifications,
experience and expense ond hold high standards of integrity.

In terms of requirement of Listing Regulations, the Beard has Identified core skills, expertise ond 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 theieto. Brief resume of
the Directors proposed to be reaopolnted. nature of the«r expertise In specific functional areas ond names of companies in which they hold
directorship and membership/ chairmanship of committees of the Board, os stipulated under Regulation 36 of the Listing Regulations are
given In the section on Corporate Governance In this Annual Report.

Pecuniary relationship or transactions with the Company

During me year under review, the non-executive directors of the Compony had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses incurred by them lor the purpose of attending meetings of the
Boara/Commilteeof 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 Ail Independent
Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Companies Act.
2013.

Ihe Company has also received from them declaration to compliance of Ru‘e 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 dota bonk of independent Directors.

With regard to proficiency ot the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the
institute, os notified unde' Sub-Section < 1) of Section 150 of the Act. the Board of Directors has token on record the declarations submitted
by independent Directors that they are exempt from appearing In the test except Mrs. Monlmegotol Thangamanl who had cleared the
online proficiencysetf-cssessment test.

None of the Directors of the Compony ore related inter-se except Mr. S Annamaloi and Mr. S Maheswaran In terms of Section 2(77) of the
Companies Act 2013. including Rules thereunder. The Compony has not Issued ony convertible Instruments hence , disclosure in this respect
is not applicable.

None of The Directors of the Company are d-squalifted 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 Comparues Act. 2013. Mr. Ashok K. Kapur. Managing Director. Mr. Arun Jaiswai. Chief
Financial Officer and Ms Mahlma Palkor. Company Secretary ore the Key Managerial Personne¹ of the Company as on 31st March. 2025.
Ms. Meenu Sharma, Company Secretary have resigned from the office with effect from 28th June, 2024. the Board places on record its
appreciation for her invaluable contribution to the Company during her tenure. Ms. Vtahlma Patkar (ACS No. 72544) nas been appointed
as Ihe Company Secretary and Compliance Officer of Ihe Company with effect from 07th August. 2024 Mi. Mahesh Verma. Chief
Financial Officer, has resigned from the office with etfect from 07lh January. 2025. The Board places on record its appreciation for his
InvaJuobte contribution to the company during his tenure. Mr Arun Jalswai has been appointed os the Chier Financial Officer of the
company with effect from 15th March. 2025

Board Evaluation

Ihe Nomination & Remuneration Committee and the Boo'd hove laid down the manner in which a formal annual evaluation of the
performance of the Board. Committees, Chairman and individual directors has to be mode. The Board of Directors has carried out on
annual evaluation of its own performance Board committees, and Individual directors pursuant to the provisions of the Act SEBI Usting
Regulations and the Guidance Note on 8oafo Evaluation issued by the Securities and Exchange Board of India

The Board evaluated its own performance. Board Committees os well os rhe Individual director’s performance offer seeking inputs from oil
the dlrectors/members and also on the basis of criteria such as the Board composition and structure, effectiveness of bootd processes.
Information and functioning, etc.

The independent directors at their separate meeting reviewed the performance of non-independent directors, the Board as a whale 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 os the contribution of the md vidual director to the Board and Committee meetings like preparedness on the Issues to be discussed,
mean.ngful and constructive contribution and inputs In meetlngs.etc

Performance evaluation of independent directors was done by the entire Bocrd. excluding the independent director be ng evaluated
the manner in which the evaluation was carnec 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 I aw

The Company has compiled wth Secretarial Standards issued by the institute of Company Secretaries of India an 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 unaer rewew. Six Board Meetings and four Audit Committee Meetings were convened end held, the details of
which are given in the Corporate Governance Report. The intervening gap between two Meet ngs was within the period prescribed under
the Companies Act. 2013.

A detailed note on the composition of the Board ard 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 ct least one meeting In a
financial year, without me attendance of Non-independent Directors and members of management During the financial year 2024-25.
the independent Directors met on 28th February. 2025.

Directors' Responsibility Statement

Pursuanl to me requirement or Section l34(5)ot the Act, the Board of Directors, to the best of Its knowledge andabliity. confirm that:
a m the preparation of the onnual financial stetements fo^r the year ended Mcrch 3 ’•. 2025. the applicable accounnng standards have

been followed along with proper explanation reiat «ng to material departures, if ony.

b. appropriate accounting policies have been selected and applied consistently and judgements dnd estimates made are
reasonable ond prudent so as to give a true and fair view of the state of affairs of me Company as at March 31,2025 and of the profit
of the Company for the year ended on that date.

c. proper and sutticienr care has been taken tor the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act. 20'3 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities:

d. the onnuai fincnclal statements have been prepared on a going concern besis.

e. proper Internal finoncial controls have been followed ond that such financial controls are adequate and are operating effectively;
and

f proper systems to ensure compliance with me provisions of ail apptccble 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 or arm's length basis and were In the ordinary course of
business. There ore no materially significant related parly transactions made by the Company with Promoters. Directors. Key Managerial
Personnel or other designated persons which may have a polentiot conflict with the interest of the Company at large.

Partlcutarsof contracts or arrangements with related parlies referred to in Section 188(1) of the Companies Act. 2013 tn Torm AOC-2 are set
out m the Notes to Flnancia Statements forming pari of the Annua! Report.

Statutory Auditors

The Statutory Auditors M/s Loona & Co. LLP. Chartered Accountants. Firm Registration No: 301051E. were oppomted by tne members ot the
Company In 61st Annual General Meeting, to hold office from the conclusion of 61 st Annual General meeting for a term of consecutive five
years till conclusion of 66m Annual General Meeting to be held In me year 2027 In terms of the applicable provisions of Section 139(1) of the
Act read with the Companies (Auait and Auditors) Rules. 2014

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 8< Co. LLP Chartered Accountants, Firm Registration No: 301051E would
continue to act as the Statutory Auditors of the Company for fr/e years up to 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 the financial year 2024-25. which forms parr of this Annuel Report The Notes on Financial Statements
referred to in the Auditors' Report tor the year 2024 25 are setr 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 ot cost records and requirement of cost audit as prescribed under the provisions of Section I48( 1) of the Companies Act.
2013 are not applicable tor the products manufactured by the Company.

Secretarial Auditor and their report

Dr Asim Kumar Chottopaanyay. Company Socrotary. was appointed as Secretarial Auditor of your Company tor tho financial year 2024 -25
pursuant to Section 204 of the Companies Act 2013 and the Companies (Appoinfmem and Remuneration of Mancgerlo! Personnel) Rules.
2014.

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

Ihere ore no qualifications, observations or adverse remarks of the Secretarial Auditors In the Report Issued by them for the financial year
2024-25 which call for any explanation from the Board of Dvectors.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to me applicable provisions of the Act. read with the IEPF Authority (Accounting. Audit. Transfer ana Refund) Rules. 2016 ('the
Rules') as amended, all unpaid or unclaimed dividends which were requited lo be transferred by Ihe Company to ihe 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 morotolEPF Authority within stipulated time.

Pursuant lo Ihe provisions of Section 124 of Ihe Companies Act. 2013, during Hie finoncia: year. Ihe declared dividends which remained
unpaid or unclaimed for a period ot 7 years have been transferred by the Company to the Investor Education and Protection Fund (IF.PF)
established by me Central Government, as detailed in the Corporate Governance Report.

Tho defails of unpaid / unclaimed dividend and me shares transferred to IlPT Authority are available on the website of tho company at
https://www.narmodagelatlnes.com.

Significant and Material Order passed by the Regulators

Ihere are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and me
Company's operations In future.

Corporate Governance Report

Ihe Report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015
forms part of the Annual Report. Ihe Managing Director's declaration regarding compliance with the Company's Code of Business
Conduct and Ethics for Directors and Management Personnel forms pah of the Corporate Governance Report. As required by the Listing
Regulations the certificate on Corporate Governance Tor the year ended 31st March 2025 Issued by Dr. Asim Kumar Chaftopadhyay.
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. data led review of
operation, performance and future ourfook of the Company Is presented under Management Discussion and Analyse Report in a separate
section and forms part of the Annual Report.

Energy Conservation. Technology Absorption and Foreign Exchange Earnings and Outgo

Ihe particulars reialmg to energy conservation, technology absorption, foreign exchange earnings and outgo, os required to be disclosed
undei Section I34(3)(m) of the Companies Act. 2013 read with Rule 8(3) of The Companies (Accounts) Rules. 2014 is annexed to this Report
as Annexure - ill.

Annual Return

As provided under Section 92(3) & 134(3)(a) of Ihe Act. the Annual Return for FV 2023-24 is avatfable on the website of the Company at
https://www.narmadagelafines.com.

Particulars of Employees

Nono of mo cmpioycos ot tho Company is in receipt of remuneration exceeding me limrts proscribed unaor Section 197(12) of the
Ccmpan.es Act, 2013 read wrth Rules 5(2) and 5(3) of Ihe Compan es (Appointment and Remuneration of Managerial Personnel) Rules.
2014.

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

Disclosure under the Sexual Harossment ol 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, sexuai orientation or age. Every individual =s expected to treat his/her colleagues with respect and dignity.

The Company has In place a policy for prevention of sexual harassment at workplace. Th«$ policy of the Company «s in line with the
requirements of me 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 receded regarding sexual harassment. The following is Ihe summary of the Complaints received and disposed of during the
financial year ended 31st March. 2025:

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

b) No. of Comploints disposed of: 0

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

Pursuant to the requirements under Rule 8(5)(xlii) of the Companies (Accounts) Rules. 2014, the Company has compiled with the provisions
of the Maternity Benefit Act. 1961 in accordance with itsinternal policy. during the year under review

Material changes and commitments affecting the financial position of the Company

[here have been no material changes and commitments alfecting the financial position ot the Company which have occurred between
the end of the financial year of the Company to which 1he financial statements relate and the date of this report.

Appreciation

The Directors wish to convey their deep appreciation to all tne employees, customers, vendors. Investors, and consultants/ advisors of the
Company for their sincere and dedicated services as well as their collective contrputlon to the Company‘s per formanoe.

The Directors also thank the Central and trie State Governments, statutory authorities, bankers, and business associates and an the
stakeholders tor their continued interest and valued support.

Foi and on behalf of the Board

S. Annamala! Ashok K. Kapur

Chairman Managing Director

Place Jabalpur
Date: 13^r August. 2025