The Board of Directors are pleased to present their 33^rd Annual Report on the business and operations of N R Agarwal
Industries Limited ("the Company”) along with Audited Financial Statements, prepared in compliance with Ind AS
Accounting Standards, for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The summarized financial result for the year is as under :

(H in lakhs)

2. STATE OF COMPANY'S AFFAIR AND BUSINESS
OVERVIEW

New Project

Unit VI - Multilayer Board Plant Project

During the year under review, the Company has
undertaken a major expansion initiative through the
proposed setting up of a new Multilayer Board Plant
(unit VI).

The Company plans to establish a plant with an
estimated installed capacity of 1500 tonnes per day
(TPD), with a projected investment of approximately
H1,500 Crores, in line with its strategy to expand
capacity in the packaging board segment.

As part of the project, the Company has acquired a
4.3 meter deckle board paper machine (2013 make)
with a capacity of 1020 TPD, along with pulp stock
preparation equipment, and has initiated actions for
dismantling and relocation of the machinery to India.
The Company has also commenced land acquisition
at Dahej, Gujarat, with plans to acquire approximately
150 acres in multiple tranches.

The project is expected to be implemented over a
period of approximately three years, and the mode of
financing shall be a mix of internal accrual and debt.

Upon completion, the project is expected to enhance
the Company's manufacturing capacity, improve
operational efficiencies, and strengthen its position

in the industry. The Board continues to monitor the
progress of the project.

The detailed Company's state of Affairs and Business
Overview is given in detail in the Management
Discussion and Analysis Report, which forms part of
this Annual Report.

3. DIVIDEND

Based on the Company's Performance and in terms
of Dividend Distribution Policy of the Company,
the Directors of your Company has recommended
a Final Dividend of H2/- (Rupees Two) per equity
share having face value of H10/- (Rupees Ten) for
the financial year ended March 31, 2026 subject to
approval of the shareholders at the ensuing AGM.

The dividend pay out is in accordance with the
Company's Dividend Distribution Policy, which is
available on the Company's website athttps://www.
nrail.com/policies

4. TRANSFER TO RESERVES

There was no transfer made to the General Reserves.

5. SHARE CAPITAL

During the year under review, there were no changes
to the Company's share capital. The paid-up equity
share capital of the Company is H17,01,91,000 (Rupees
Seventeen Crore One Lakh Ninety One Thousand
Rupees Only). Throughout the year, the Company
did not issue any shares or convertible securities,
including sweat equity and stock option plans.

6. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given and
investments made or securities provided during the
year under review in accordance with Section 186
of the Companies Act, 2013 ("the Act'') are stated
in the Notes to Accounts which forms part of this
Annual Report.

7. PUBLIC DEPOSITS

The Company did not accept any public deposits
during the year under review, as outlined in Chapter
V of the Act and the corresponding Rule.

8. PARTICULARS OF CONTRACTS/
ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all related party
transactions were entered only after receiving prior
approval of the Audit Committee.

The policy on related party transactions as approved
by the Board of Directors is available on the website
of the Company athttps://www.nrail.com/policies.

As required under Section 134(3)(h) of the Act, details
of transactions entered with related parties under
section 188(1) of the Act are given in Form AOC-2,
provided as 'Annexure - A' to this Report.

9. SUBSIDIARIES/JOINT VENTURES/
ASSOCIATES

The Company does not have any Subsidiary/Joint
Venture/Associate Company.

10. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2026, the Company has 10 (Ten)
Directors comprising of 5 (five) Executive Directors
and 5 (five) Non Executive-Independent Directors.

Shri Raunak Agarwal (DIN: 02173330) was re¬
appointed as Whole Time Director of the Company
for a further period of 3 (three) years with effect from
August 01, 2025 to July 31, 2028 which was approved
by the members at the Annual General Meeting held
on September 24, 2025.

Shri Rohan Agarwal (DIN: 08583011) was re-appointed
as Whole Time Director of the Company for a further
period of 3 (three) years with effect from November
04, 2025 to November 03, 2028 which was approved
by the members at the Annual General Meeting held
on September 24, 2025.

Further, the Board of Directors in their meeting held
on May 12, 2026 approved re-designation of Shri
Raunak Agarwal and Shri Rohan Agarwal as Deputy
Managing Directors.

Smt. Reena Agarwal (DIN: 00178743) was re¬
appointed as Whole Time Director of the Company
for a further period of 3 (three) years with effect from
August 01, 2025 to July 31, 2028 which was approved
by the members at the Annual General Meeting held
on September 24, 2025.

Shri Neeraj Golas (DIN: 06566069) ceased as an
Independent Director of the Company from closure
of business hours on July 09, 2025 and the Board
places on record its appreciation for his contribution
towards the growth of the Company during his tenure.

Shri Mahendra Kumar Gupta (DIN: 10544135)
was appointed as an Independent Director of the
Company for a period of 5 years with effect from
September 24, 2025 on the approval of members in
the previous Annual General Meeting.

Shri P K Mundra (DIN: 10258728) Whole Time Director,
retires by rotation at the forthcoming Annual General
Meeting and, being eligible, offers himself for re¬
appointment in terms of the provisions of Section
152 of the Companies Act, 2013.

The Board of Directors of the Company has
proposed the re-appointment of Shri P K Mundra
(DIN: 10258728) as Whole Time Director of the
Company for a further period of 3 years with effect
from August 03, 2026 at the ensuing Annual General
Meeting. The necessary Special Resolution for re¬
appointment of Shri P K Mundra as Whole Time
Director of the Company has been incorporated in
the notice of the ensuing Annual General Meeting of
the Company along with brief details about him.

11. MEETING OF BOARD OF DIRECTORS

There were 4 (four) meetings of the Company's Board
of Directors during the financial year 2025-26. The
time gap between the meetings of Board was within
the period prescribed under the Act and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015) ("Listing Regulations”). The
dates of the Board meetings and the attendance of
the Directors at the meetings are provided in the
Corporate Governance Report, which forms a part of
this Annual Report.

12. BOARD COMMITTEES

As on March 31, 2026, the Company has 8 (Eight)
committees viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate

Social Responsibility Committee, Executive
Committee, Share Transfer Committee, Finance and
Strategy Committee.

The composition, terms of reference, attendance
of directors at the meetings of all the above
Committees has been disclosed in the Corporate
Governance Report.

There has been no instance where the Board has
not accepted any of the recommendations of the
Audit Committee.

13. DECLARATIONS FROM INDEPENDENT
DIRECTORS

The Company has received declarations from all
Independent Directors confirming that they meet
the criteria of independence as outlined in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. There have been no changes in the
circumstances affecting their status as Independent
Directors of the Company.

In the opinion of the Board, the Independent
Directors meet the conditions specified under the
Act and the Listing Regulations, and they remain
independent of management. This requirement
highlights how important independent directors are
for providing unbiased oversight.

14. STATEMENT REGARDING THE OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
The Board is of the opinion that the Independent
Directors appointed on the Board of the Company,
are persons of high integrity, reputation and possess
the requisite expertise and experience (including the
proficiency).

15. PERFORMANCE EVALUATION OF BOARD,
COMMITTEES AND INDIVIDUAL DIRECTOR

Pursuant to the provisions of the Act and Regulation
17(10) and other applicable provisions of the Listing

Regulations and in line with the Guidance Note
on Board Evaluation issued by SEBI, the Board of
Directors of the Company has adopted a structured
Board Evaluation Policy which lays down the manner
of evaluation of the Board as a whole, its Committees
and Individual Directors including Chairman.

The Board of Directors has carried out an annual
performance evaluation which covered the
performance of the Board, its Committees, and
Individual Directors, including the Chairman.

The evaluation of each Director was carried out by
the Board, excluding the Director being evaluated.
The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the
Independent Directors in their separate meeting.

16. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted a
Nomination and Remuneration Policy in accordance
with the provisions of the Act 2013 and the
Listing Regulations.

The policy has been designed with the following
basic objectives :

a) To set out a policy relating to remuneration of
Directors, Key Managerial Personnel, Senior
Management Personnel and other employees of
the Company

b) To formulate criteria for appointment of
Directors, Key Managerial Personnel and Senior
Management Personnel.

c) To formulate the criteria for determining
qualification, competencies, positive attributes
and independence for appointment of a director

The Nomination and Remuneration Policy of the
Company is available on the website of the Company
athttps://www.nrail.com/policies

17. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Annual report on CSR activities, which contains
details of expenditures incurred by the Company

and brief details on the CSR activities is provided in,
'Annexure - B' to this Report.

During the financial year 2025-26, the Company
has spent a total amount of H1,93,50,000 (Rupees
One Crore Ninety Three Lakh Fifty Thousand Only)
towards CSR initiatives.

The Corporate Social Responsibility Policy of the
Company is available on the website of the Company
athttps://www.nrail.com/policies

18. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is furnished in 'Annexure - C'

Further, the information pertaining to Rule 5(2) &
5(3) of the aforesaid Rules, pertaining to the names
and other particulars of employees is available for
inspection at the registered office of the Company
during business hours and the Annual Report is being
sent to the members excluding this. Any shareholder
interested in obtaining a copy of the same may write
to the Company Secretary and Compliance Officer
either at the Registered/Corporate Office address or
by email toinvestors@nrail.com.

19. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and
Section 92(3) of the Act, read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the draft Annual Return of the Company for the
financial year ended March 31, 2026 is available on
the website of the Company at ttps://www.nrail.com/
other-compliances.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy
and established the necessary Vigil Mechanism,
which is in line with the Regulation 22 of the Listing
Regulations and Section 177 of the Act for its
Directors and employees. Pursuant to the Policy,
the Whistle Blower can raise concerns relating to
Reportable Matters (as defined in the Policy) such as
unethical behavior, breach of Code of Conduct, etc.

21. RISK MANAGEMENT POLICY

The Company has in place a risk management
framework and policy that provides an all-inclusive
approach to safeguard the organisation from
various risks, both operational and strategic through
adequate and timely actions and to anticipate,
evaluate and mitigate the risks that could materially
impact the business objectives. The potential
risks are identified and mitigation measures are
implemented to address the same.

22. ADEQUACYOFINTERNALFINANCIAL CONTROL

The Company has designed and implemented a
process driven framework for Internal Financial
Controls ("IFC”) within the meaning of the explanation
to Section 134(5)(e) of the Act. For the year ended
March 31, 2026, the Board considers that the Company
has sound IFC commensurate with the nature and size
of its business operations and operating effectively
and there is no material weakness.

23. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by
the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and
its future operations.

24. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and
commitments, affecting the financial position of the
Company, which have occurred between the end of
the financial year of the Company and the date of
this Report.

25. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no
change in the nature of business.

26. AUDITORS

STATUTORY AUDITOR

M/s. GMJ & Co., Chartered Accountants, (Firm
Registration No. 103429W) have been appointed as
the Statutory Auditors of the Company for a second
term of five years at the Annual General Meeting
(“AGM”) of the Company held on September 29, 2022,
to hold office till the conclusion of the 34^th AGM of the

Company to be held in the year 2027. M/s. GMJ & Co.,
Chartered Accountants, have submitted a certificate
confirming that their appointment is in accordance
with Section 139 read with Section 141 of the Act.

The Auditors Report for the financial year ended
March 31, 2026 does not contain any qualification,
reservation or adverse remark.

During the year under review, there were no
instances of fraud reported by the auditors under
Section 143(12) of the Act to the Audit Committee or
the Board of Directors.

SECRETARIAL AUDITOR

The shareholders of the Company at 32^nd AGM have
appointed M/s. Parikh & Associates, Practicing
Company Secretaries [FRN: P1988MH009800] as the
Secretarial Auditor of the Company for the period of
five years commencing from Financial Year 2025-26
till Financial Year 2029-30.

The Secretarial Audit Report for the financial
year ended March 31, 2026 does not contain any
qualification, reservation or adverse remark. Further
the Secretarial Audit Report in Form MR-3 has been
attached as 'Annexure - D'.

INTERNAL AUDITOR

M/s. Deloitte Touche Tohmatsu India LLP, [FRN:
AAE-8458] were appointed as the Internal Auditors
of the Company for the FY 2025-26 in the Board
Meeting held on August 13, 2025 in accordance with
the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014.

Further, based on the recommendation of Audit
Committee, Board of Directors in their meeting held
on May 12, 2026 appointed M/S. Kothari Mehta & Co.
LLP, Chartered Accountants, (FRN:022150N) as the
Internal Auditor of the Company for the Financial Year
2026-27 pursuant to the provisions of Section 138 of
the Act read with Companies (Accounts) Rules, 2014

COST AUDITOR

Board of Directors of the Company at its meeting
held on May 28, 2025 have appointed M/s V. J. Talati
& Co., Cost Accountants, [FRN:R00213] appointed to
conduct Cost Audits for all the units of the Company
for the year ended March 31, 2026 in terms of
Section 148 of the Act read with Companies (Audit
and Auditors) Rules, 2014.

Cost Audit Report for the financial year 2024-25
was duly filed with Ministry of Corporate Affairs,
Government of India on August 28, 2025. The Cost
Audit of the Company for the financial year 2025-26
has been conducted by the said firm and the report
shall be filed with the Ministry of Corporate Affairs
within the prescribed timelines.

27. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual
harassment at workplace and is committed to
provide a safe and secure working environment
for all employees. To ensure this, the Company has
adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no cases were filed
under the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014,
is provided as 'Annexure - E' to this Report.

29. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS

During the period under review, the Company has
complied with all the relevant provisions of the
applicable mandatory Secretarial Standards i.e.
SS-1 and SS-2, relating to "Meetings of the Board
of Directors” and "General Meetings”, respectively

issued by the Institute of Company Secretaries of
India and approved by the Central Government under
Section 118 (10) of the Act.

30. OTHER DISCLOSURES

a) There was no application made or proceeding
pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

b) During the financial year under review, there has
been no incident of one time settlement for loan
taken from the banks of financial institutions.

31. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions
relating to the Maternity Benefit Act, 1961.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board
of Directors of the Company, to the best of their
knowledge and ability, confirm that for the financial
year ended March 31, 2026 :

a) in the preparation of the annual accounts for
the financial year ending March 31, 2026, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures ;

b) the directors 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
as at March 31, 2026 and of the profit and loss
of the company for the financial year ended
March 31, 2026;

c) the directors 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 annual accounts for the financial year ended
March 31, 2026 have been prepared on a "going
concern” basis;

e) the directors had laid down proper systems of
internal financial controls to be followed by the
Company and that such internal financial controls
are adequate and were operating effectively.

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

33. ACKNOWLEDGEMENT

Your Directors place on record their deep
appreciation of the employees at all levels for
their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees

have enabled the Company to remain an industry
leader. Your Directors also take this opportunity to
thank all the Shareholders, Clients, Dealers, Vendors,
Banks, Government and Regulatory Authorities
for their continued support and confidence in the
Company's Management.

On behalf of the Board of Directors
For N R Agarwal Industries Limited

R N Agarwal

Place : Mumbai Chairman and Managing Director

Date : May 12, 2026 DIN : 00176440