To

The Members

Narmada Macplast Drip Irrigation Systems Limited

Ahmedabad

Your Directors have pleasure in presenting the 34th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2026.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:

The Company is engaged in business of drip irrigation system. During the year, your Company had a turnover of Rs. 373.69/- lakhs as compared to the total revenue of Rs. 1,280.58 lakhs recorded for the previous year and the net profit before tax for the current year is Rs. 60.58 lakhs as compared to the profit of Rs. 539.17/- lakhs as recorded in the previous year.

3. CHANGE IN NATURE OF BUSINESS:

During the year under report, there was no change in the nature of business of the Company. However, the Members of the Company, at the Extra-Ordinary General Meeting held 03.04.2026, approved the alteration of the Main Object Clause of the Memorandum of Association of the Company to enable the Company to undertake activities relating to the processing, extraction, refining, blending, packaging, marketing, import, export, trading and dealing in agricultural commodities, including edible and oil seeds, food grains and pulses, and spices and condiments, for consumption, processing/milling and cultivation purposes.

4. TRANSFER TO RESERVES:

The Board of Directors has carried profit of Rs. 167.50/- Lacs to reserve account.

5. DIVIDEND:

During the financial year 2025-26, the Board of Directors of the Company declared an interim dividend of 0.10 per equity share on 9th May, 2025, for the financial year ended 31st March, 2026. The Board of Directors has not recommended any additional final dividend for the financial year 2025-26.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(1) of the Companies Act, 2013, the unpaid amount of interim dividend so declared on 9th May, 2025 for the financial the year 2025-26 has been transferred to a separate Bank Account named "Unpaid Dividend Account" on 14th June, 2026 opened in Punjab National Bank, Branch: Ashram Road, Ahmedabad.

The shares in respect of which the dividend which will remain unclaimed for a period of 7 (seven) consecutive years or more are liable to be transferred to the demat account of IEPF Authority pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The amount shall be lying in the Unpaid Dividend Account for a period of seven years (7 Years) beginning from June, 2025 and after that the amount will be transferred to Investor Education and Protection Fund.

7. FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made thereunder.

8. SHARE CAPITAL

At the beginning of the financial year under review, the Authorized Share Capital of the Company was 5,00,00,000/- (Rupees Five Crores only), comprising 50,00,000 (Fifty Lakhs) Equity Shares of 10/- (Rupees Ten only) each, and the issued, subscribed and paid-up Equity Share Capital of the Company was 3,62,30,000/- (Rupees Three Crores Sixty-Two Lakhs Thirty Thousand only), comprising 36,23,000 (Thirty-Six Lakhs Twenty-Three Thousand) Equity Shares of 10/- each.

During the financial year 2025-26, the Company issued and allotted 36,23,000 (Thirty-Six Lakhs Twenty-Three Thousand) Bonus Equity Shares of 10/- each to the existing shareholders of the Company in the ratio of 1:1, to those shareholders whose names appeared in the Register of Members as on the Record Date, i.e., 10 October 2025.

Simultaneously, the face value of each Equity Share of the Company was sub-divided from 10/- (Rupees Ten only) each into 5 (Five) Equity Shares of 2/- (Rupees Two only) each.

Consequent to the issue and allotment of Bonus Equity Shares and sub-division of the Equity Shares, the issued, subscribed and paid-up Equity Share Capital of the Company stood increased to 7,24,60,000/- (Rupees Seven Crores Twenty-Four Lakhs Sixty Thousand only), comprising 3,62,30,000 (Three Crores Sixty-Two Lakhs Thirty Thousand) Equity Shares of 2/- each.

Further, subsequent to the sub-division of the Equity Shares, the Authorized Share Capital of the Company was stood to 10,00,00,000/- (Rupees Ten Crores only), comprising 5,00,00,000 (Five Crores) Equity Shares of 2/- each.

Thereafter, the Authorized Share Capital of the Company was further increased from 10,00,00,000/- (Rupees Ten Crores only) to 22,00,00,000/- (Rupees Twenty-Two Crores only), comprising 11,00,00,000 (Eleven Crores) Equity Shares of

2/- each.

Accordingly, the Authorized Share Capital of the Company stands at 22,00,00,000/-

(Rupees Twenty-Two Crores only), comprising 11,00,00,000 Equity Shares of 2/- each, while the issued, subscribed and paid-up Equity Share Capital stands at 7,24,60,000/- (Rupees Seven Crores Twenty-Four Lakhs Sixty Thousand only), comprising 3,62,30,000 Equity Shares of 2/- each.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There are no material changes and commitments occurred after the end of the financial year, which is affecting the financial position of the Company, other than mentioned in this Board Report and financial statements for the financial Year 2025-26.

10. BONUS ISSUE

To increase the liquidity of the Equity Shares of the Company, the Board of Directors at its meeting held on July 28, 2025 accorded its approval for issue of Bonus Shares in the ratio of 1:1 i.e., 1 (One) new fully paid-up Equity Shares of Rs. 10/- each for every 1 (One) existing fully paid-up Equity Share of Rs. 10/- each held by them.

The same was approved by the Members of the Company on 30th September, 2025 and pursuant to the same Bonus Shares were allotted on 13th October, 2025 to its holders of equity shares whose name appeared in the Register of Members as on Record Date (i.e. 10th October, 2025).

11. STOCK SPLIT

In order to make it more affordable for small investors and retail investors and also to broaden the small investors base, the Board of Directors of the Company, at its Meeting held on July 28, 2025 had recommended to sub-divide (split) the nominal/ face value of each Equity Share having a present value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each.

The Members' approval for sub-division of Equity Shares was duly accorded for Stock Split on 30th September, 2026,

And with effect from 18th October, 2026 the Equity Shares held in physical form, the old Share Certificate(s) of the face value of Rs. 10/- each stood automatically cancelled on the record date and new certificate(s) of the face value of Rs. 2/- each, fully paid up shall stand valid.

12. RIGHT ISSUE OF SHARES:

The Board of Directors in their Board Meeting held on 27th February 2026 had approved the Draft Letter of Offer for raising the funds through Rights Issue up to Rs.

50 Crore pursuant to the SEBI (ICDR) Regulations 2018 and the same is under process.

OUTSIDE THE LOCAL LIMITS OF THE CITY:

Although, the members of the Company have passed the requisite resolution for shifting of Registered office from Gandhinagar to Ahmedabad in EGM held on 03rd April, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

However, after working out relevant arrangements, deeds and things by the Board of Directors, it was not feasible to change/ shift the Registered Office of the Company and hence, not filed relevant form of shifting of registered office as of now.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year ended on 31st March, 2026, the performance and financial position of subsidiaries, associates and joint ventures as per rule 8(1) of the Companies (Accounts) Rules, 2014 is not applicable.

15. SUBSIDIARY, JOINT VENTYRE AND ASSOCIATE COMPANY:

The company does not have and subsidiary, holding or Associate Company. The Company has not come into Joint Venture with any other organization.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period of this report, there has been following changes in the top management of the Company:

1. Ms. Hemangi Akshaykumar Vasoya was appointed as the Compliance Officer of the Company as per Regulation 6 of SEBI (LODR) Regulations, 2015 w.e.f. 08th April, 2025.

2. Ms. Hemangi Akshaykumar Vasoya had resigned from the post of Company Secretary and Compliance officer of the Company on 09th February, 2026.

3. Ms. Vidhi Krupal Shah (M. No. A56388) was appointed as Company Secretary and Compliance Officer of the Company with effect from 13th February, 2026. However, she has tendered her resignation w.e.f. close of business hours on 02nd September, 2026.

4. Mr. Girish Laxmanbhai Baldha (DIN: 07906288) had resigned from the post of Independent Director with effect from 27th February, 2026.

5. Mr. Bhavin Patel (DIN: 06604431), has been appointed a Additional Non-executive Independent Director effect from 27th February, 2026. Further in the EGM held on 03rd April, 2026, the Members of the Company have appointed him as Non-executive Independent Director. Retirement by rotation and Re-appointment of Director:

Mr. Jiten Vaghasia (DIN - 02433557), Director of the Company is liable to retire by rotation at the ensuing AGM in compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013.

17. ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is exempted vide Ministry of Corporate Affairs Notification dated 05th March, 2022. The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended 31st March, 2026 is available on the website of the Company at https://www.narmadadrip.com

18. MEETINGS OF BOARD:

During the year, the Board of Directors met 16 (Sixteen) times during the financial year 2025-26, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

The Board held 16 (Sixteen) meetings during the period ended on 31st March, 2026 i.e., on 08.04.2025, 29.04.2025, 09.05.2025, 17.06.2025, 28.07.2025, 13.08.2025, 04.09.2025, 25.09.2025, 26.09.2025, 13.10.2025, 14.11.2025, 23.01.2026, 13.02.2026, 27.02.2026, 02.03.2026 and 10.03.2026.

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company

(Pursuant to Provisions of section 149(6) Of the Companies Act, 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a manager or a Nominee Director. (2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience. (3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate Company. (4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate Company. (5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial Year. (6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year, (7) Who neither himself, nor any of his relatives, (a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I/ he is proposed to be appointed. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of (i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR (ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm; (iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR (iv) Is a Chief Executive or director, by whatever name called, or any nonprofit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR (v) Who possesses such other qualifications as may be prescribed.

24. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 Clause(C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2025-26, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) The Directors have 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 profit and loss account of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

25. DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178(1)

In compliance with Section 178 (1) of the Companies Act, 2013 the Board of Directors do hereby declare that: a. The Company has proper constitution of the Board of Directors including

Independent Directors. b. The Company has constituted Nomination and Remuneration Committee,

Stakeholders Relationship Committee, Audit Committee as per requirements of provisions of the Companies Act 2013. c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties. d. Company pays managerial remuneration to its Managing/ Whole Time Director. e. The Independent Directors are not paid sitting fee for attending Board and other committee meetings held by the Board from time to time. f. The Company is not paying any commission on net profits to any directors.

26. AUDIT COMMITTEE

The Detail pertaining to composition of audit committee, its scope and attendance of members are included in the Corporate Governance Report, which forms part of this report.

M/s. Rajendra J. Shah & Co., Chartered Accountants (M. No. 137728W) were appointed for the period of five years that is from conclusion of 33rd Annual General meeting till the conclusion of 38th Annual general meeting to be held in the year 2029-30.

The Report given by the Statutory Auditors on the financial statement for the financial year ending on 31st March, 2026 of the Company is part of this Report. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self- explanatory, if any, and needs no further explanation.

28. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed M/s. Bharat Prajapati & Co., (Membership No. F9416, CP No. 10788) to conduct Secretarial Audit of the Company for Financial Year 2025-26. The Report of the Secretarial Audit Report is set out in an annexure as Annexure ‘III' to this report.

With regard to observations of the Secretarial Auditor for non-compliances of various provisions of the SEBI (LODR) Regulation, 2015 and Companies Act, 2013, it is stated that the Company is not having major operations and the management of the Company is striving hard to operative effectively and taking steps to make necessary compliances under the Companies Act, 2013 and Listing Regulation.

In connection, with the auditors' observation in the Secretarial Audit Report, the explanation/ clarifications of the Board of Directors are as under:

THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not fall under Maintenance and audit of cost records and accordingly maintenance cost records and audit provisions are not applicable to the Company.

30. PARTICULARS OF EMPLOYEES:

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an Annexure ‘V' to this report. On an average during the year total employees in the Company were four excluding Managing Director and Whole time Director of the Company.

The particulars of employees falling under the purview of Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are - NIL.

OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under sub- section (12) of Section 143 of the Act other than those which are reportable to the Central Government for the year ended March 31, 2023.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

33. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and the Listing Regulation, if any, during the year were on an arm's length price basis and in the ordinary course of business. Such transactions have been approved by the Audit Committee. The Board of Directors of the Company has formulated the Policy on Related Party Transactions.

During the Financial Year 2025-26, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors. In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large as per Annexure II.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company production unit is closed since more than three years; hence this clause is not applicable as mentioned in Annexure I.

35. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management Discussion and Analysis Report are annexed herewith and form part of this Report.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility activities are not applicable to the Company for the financial year 2025-26.

38. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the

Company's Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. During the year under review, no employee of the Company has been denied access to the Audit Committee.

39. BOARD COMMITTEE:

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and / or Listing Regulation viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. During the year under review, in compliance with the Listing Regulations.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the Committee are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Annexure VI the Annual Report.

40. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on 03rd June, 2025, interalia to discuss: i) Evaluation of Performance of Non-Independent Directors and the Board of Directors of the Company as a whole. ii) Evaluation of performance of the Chairman and/ or Managing Director of the Company, taking into views of Executive and Non-executive Directors. iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

41. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company's policy on Directors' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is set out in an annexure as ‘Annexure IV' to this report.

42. RISK MANAGEMENT POLICY:

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a Risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company.

43. IND AS

The financial statements have been prepared in accordance with Ind AS prescribed under the Companies Act, 2013 as amended from time to time and other relevant provisions of the Act.

44. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as on 31st March, 2026 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report.

45. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2025-26, no complaints were received by the Company related to sexual harassment.

The Board states that 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 along with the following details: -

(a) number of complaints of sexual harassment received in the year NIL (b) number of complaints disposed off during the year NIL

(c) number of cases pending for more than ninety days year -- NA

The company is in compliance with respect to the provisions relating to the Maternity Benefit Act, 1961.

46. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.