Your Directors have pleasure in presenting the 33^rd Annual Report of the Company with the
audited statements of accounts for the year ended 31^st March, 2025.

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 and earned other income in tune of Rs. 1,280.58/- lakhs as
compared to the total revenue of Rs. 203.50 lakhs recorded for the previous year and the
net profit before tax for the current year is Rs. 646.56 lakhs as compared to the profit of
Rs. 1.19/- 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.

4. TRANSFER TO RESERVES:

The Board of Directors has carried profit of Rs. 18,000/- to reserve account.

5. DIVIDEND:

During the financial year 2024-25, the Company has not declared any Dividend. In the
Financial Year 2025-26, the Company has declared the intrim dividend at the rate of Rs.

0.10 per equity share of the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND

There is no dividend declared in the previous year and hence no amount is required to 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

The Authorized Share Capital of the Company is Rs.5,00,00,000/- and paid-up share
capital of the Company is Rs. 3,62,30,000/-. Each share is of Rs. 10/-

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

There are no any material changes and commitments occurred after the end of the
financial year, which is affecting the financial position of the Company.

10. CHANGE IN RTA

The company has changed the from Purva Sharegistry (India) Pvt. Ltd to Accurate
Securities And Registry Pvt Ltd w.e.f. 04th December, 2024.

11. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no holding, subsidiaries, joint ventures or associate company of the Company.
During the financial year ended on 31^st March, 2025, 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

1. Mr. Rohilkumar Manishkumar Sadiwala (DIN: 10399147) had resigned from the post of
Additional Director with effect from May 30, 2024.

2. Mr. Kamlesh Dayalal Patel (DIN: 10399140) had resigned from the post of Additional
Director with effect from May 30, 2024.

3. Ms. Juhi Rajendrakumar Chaturvedi had resigned from the post of Company Secretary

and Compliance officer of the Company on 15^th September, 2024.

4. Ms. Swati Jain was appointed as Company Secretary and Compliance officer of the
Company w.e.f. 14^th November, 2024.

5. Ms. Swati Jain had resigned from the post of Company Secretary and Compliance
officer of the Company on 31^st March, 2025.

6. 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. 08^th April, 2025.

Retirement by rotation and Re-appointment of Director:

Ms. Daxaben Jitenkumar Vaghasia, 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 herself
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.

13. 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 05^th March, 2022. The Annual Return
as referred in Section 134(3)(a) of the Act for the financial year ended 31st March, 2025 is
available on the website of the Company at https://www.narmadadrip.com

14. 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.

15. MEETINGS OF BOARD

During the year, the Board of Directors met 10 (Ten) times during the financial year 2024¬
25, 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 10 (Ten) meetings during the period ended on 31^st March, 2025 i.e., on

30.05.2024, 07.08.2024, 17.08.2024, 04.09.2024, 02.10.2024, 12.10.2024, 14.11.2024,

04.12.2024, 13.01.2025 and 31.03.2025.

16. 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.

17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

18. DECLARATION BY INDEPENDENT DIRECTORS

(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 non¬
profit 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.

19. 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 2024-25, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31^st March
2024, 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.

20. 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.

21. 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.

22. STATUTORY AUDITORS

M/s. Dharit Mehta & Co, Chartered Accountants (M. No. 137728W) were appointed for
the period of five years that is from conclusion of 29^th Annual General meeting till the
conclusion of 34^th Annual general meeting to be held in financial year 2025-26.

During the year, M/s. Dharit Mehta & Co, Chartered Accountants (M. No. 137728W) has
resigned as Statutory Auditors of the Company w.e.f 10th September, 2024 and M/s.
Rajendra J. Shah & Co., were appointed as Statutory Auditors of the Company until the
conclusion of this 33rd Annual General Meeting.

At this 33^rd AGM the Board Members proposed the appointment of M/s. Rajendra J. Shah
& Co., Chartered Accountants (Firm Registration No. 0108369W) as Statutory Auditors of
the Company to hold office for a period of five years from the conclusion of this AGM till
the conclusion of the 38^th AGM to be held in the year 2029-2030.

The Report given by the Statutory Auditors on the financial statement for the financial

year ending on 31^st March, 2025 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.

23. 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., (ICSI Firm Registration Number:
S2012GJ176800, Peer Review No.: 2367/2022) to conduct Secretarial Audit of the
Company for Financial Year 2024-25. The Report of the Secretarial Audit Report is set out
in an annexure as Annexure 'I' to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the
Act, the Board at its meeting held on August 13, 2025, based on recommendation of the
Audit Committee, has approved the appointment of M/s. Bharat Prajapati & Co., (ICSI
Firm Registration Number: S2012GJ176800, Peer Review No.: 2367/2022), Practising
Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a
term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AGM.

With regard to observations of the Secretarial Auditor for non-compliances of various
provisions of the Companies Act, 2013 and Listing Regulations, 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:

24. DISCLOSURE WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY 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.

25. 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 'II' 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.

26. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) 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, 2025.

27. 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.

28. 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 2024-25, 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 III.

29. 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 IV.

30. 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.

31. 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.

32. 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 2024-25.

33. 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.

34. 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 V the Annual Report.

35. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on 03^rd
June, 2024, 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.

36. 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 VI' to this report.

37. 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.

38. 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.

39. SECRETARIAL STANDRAD OF ICSI

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly
followed by the Company.

40. SHARES

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

41. 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, 2025 and a declaration to that
effect, signed by the Managing Director, forms an integral part of this report.

42. 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 2024-25, 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.

43. 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.

By the order of the Board

For, For NARMADA MACPLAST DRIP

IRRIGATION SYSTEMS LIMITED

JITEN VRAJLAL VAGHASIA

Place: Ahmedabad WHOLE TIME DIRECTOR

Date: 04.09.2025 DIN: 02433557