Notice of 33rd Annual General Meeting

N R AGARWAL INDUSTRIES LTD August 04, 2026 To, To, The General Manager, Asst. Vice President, BSE Limited, National Stock Exchange of India, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai – 400 051 BSE Scrip Code: 516082 NSE Symbol: NRAIL Sub: Notice of 33rd Annual General Meeting – FY 2025-26 Dear Sir/ Ma’am, The 33rd Annual General Meeting (“AGM”) of the Company is scheduled to be held on Wednesday, September 02, 2026 at 11.30 a.m. (IST) through Video Conferencing / Other Audio Visual means. This is in compliance with the General Circulars issued by the Ministry of Corporate Affairs dated April 8, 2020, April 13, 2020, May 5, 2020, and subsequent circulars issued in this regard, the latest being dated September 22, 2025. Pursuant to Regulation 30 and 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of AGM for the financial year 2025-26. The same is being sent only through electronic mode to the members whose email addresses are registered with the Company/its Registrar and Transfer Agent/Depositories. Further, a letter providing the web-link to access the Annual Report and the Notice of the AGM are being sent to those Members who have not registered their email address The Notice is also uploaded on the Company’s website at https://www.nrail.com/agm. This is for your information and records. Yours faithfully, For N R Agarwal Industries Limited Pooja Daftary Company Secretary & Compliance Officer ACS: A38024 Encl..: As stated above email: admin@nrail.com, website: www.nrail.com CIN: L22210MH1993PLC133365 REGD. OFF. : 502-A/501-B, FORTUNE TERRACES, 5TH FLOOR, OPP. CITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI – 400 053. TEL: +91 22 67317500, FAX: +91 22 26730227 Notice Notice is hereby given that the 33rd (Thirty Third) Annual Remuneration Committee and Audit Committee and General Meeting (AGM) of the members of N R AGARWAL as set out in the explanatory statement annexed to INDUSTRIES LIMITED (“the Company”) will be held on the Notice convening this Meeting with liberty to the Wednesday, September 02, 2026 at 11:30 a.m. (IST) Board of Directors to fix, alter and vary the terms through Video Conferencing (“VC”)/ Other Audio-Visual and conditions of the said re-appointment and/or Means (“OAVM”), to transact the following business : remuneration as it may deem fit subject to overall maximum managerial remuneration limit of 17% ORDINARY BUSINESS: of net profits computed in manner as laid down in Section 198 of Companies Act, 2013 as approved by 1. To receive, consider and adopt the audited financial the shareholders by way of Special Resolution dated statements of the Company for the financial year August 22, 2024; ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon. RESOLVED FURTHER THAT in absence or inadequacy H of the profits in any financial year, Shri P K Mundra, 2. To declare a dividend of 2/- (Rupees two only) Whole Time Director & CFO shall be entitled to per share on equity shares of the Company for the receive and be paid the remuneration as stated in the financial year ended March 31, 2026. explanatory statement as minimum remuneration; 3. To appoint a Director in place of Shri P K Mundra RESOLVED FURTHER THAT in the event of any (DIN: 10258728), who retires by rotation and being statutory amendment or relaxation by the Central eligible, offers himself for re-appointment. Government to the Act and Schedule V of the Act SPECIAL BUSINESS: the Board be and is hereby authorized to vary or increase the remuneration including the perquisites 4. Approval for the re-appointment and payment of within such prescribed limits or ceiling without any remuneration to Shri P K Mundra (DIN: 10258728) further reference to the members; as Whole time Director, designated as Executive Director & CFO RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds things and take all To consider and, if thought fit, to pass, the following such steps as may be necessary, proper or expedient resolution as a Special Resolution: to give effect to this resolution.” “RESOLVED THAT pursuant to the provisions of 5. Approval for increasing the borrowing powers under Sections 196, 197, 198 and 203 read with Schedule V Section 180(1)(c) of the Companies Act, 2013 up to and all other applicable provisions of the Companies J 5,000 Crores Act, 2013 and the rules made thereunder and relevant provisions of SEBI (Listing Obligations To consider and, if thought fit, to pass, the following and Disclosures Requirements) Regulations, 2015 resolution as a Special Resolution: (including any statutory modification (s) or re- “RESOLVED THAT in supersession of the earlier enactment (s) thereof for the time being in force) and resolution passed, the consent of the Members be subject to other consents required, if any, approval and is hereby accorded under the provisions of of the members of the Company be and is hereby Section 180(1)(c) of the Companies Act, 2013, to the accorded to the re-appointment and payment of Board of Directors to borrow from time to time such remuneration to Shri P K Mundra (DIN: 10258728) sum or sums of money as they may deem necessary as the Whole time Director, designated as Executive for the purpose of the business of the Company, Director & CFO of the Company for a further period notwithstanding that the monies to be borrowed of 3 (three) years with effect from August 03, 2026 to together with the monies already borrowed by the August 02, 2029 on the terms and conditions including Company (apart from cash credit arrangement, remuneration as approved by the Nomination and discounting of bills and other temporary loans Annual Report 2025-26 | 1 obtained from Company’s bankers in the ordinary be created in future by the Company or in such other course of business) and remaining outstanding at manner as may be agreed to between the concerned any point of time will exceed the aggregate of the parties and as may be thought expedient by the paid-up share capital of the Company and its free Board of Directors.” reserves, that is to say, reserves not set apart for 7. Ratification of Cost Auditor’s remuneration for the any specific purpose; provided that the total amount Financial Year 2025-2026 up to which monies may be borrowed by the Board of Directors and which shall remain outstanding at To consider and, if thought fit, to pass, the following any given point of time shall not exceed the sum of resolution as an Ordinary Resolution: 5,000 Crore/- (Rupees Five Thousand Crores only).” “RESOLVED THAT pursuant to the provisions of Section 6. Creation of Mortgage/Charge on the Company's 148(3) and other applicable provisions, if any, of the Undertakings and Assets to Secure Financial Companies Act, 2013 read with the Companies (Audit Assistance under Section 180(1)(a) of the Companies and Auditors) Rules, 2014 (including any statutory Act 2013 up to 5,000 Crore modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force), the remuneration To consider and, if thought fit, to pass, the following payable to M/s. V.J. Talati & Co., Cost Accountants, resolution as a Special Resolution: (Registration No. R00213) appointed by the Board of “RESOLVED THAT in supersession of the earlier Directors as Cost Auditors to conduct the audit of the resolution passed, consent of the Members be and cost records of the Company for the financial year is hereby accorded in terms of Section 180(1)(a) and ending March 31, 2026, amounting to 1,00,000/- other applicable provisions, if any, of the Companies (Rupees One Lakh only) per annum respectively Act, 2013, to mortgage and/ or charge and/ or and also the payment of GST as applicable and hypothecate, on such terms and conditions and at reimbursement of out-of-pocket expenses in [Showing first 8,000 characters — download PDF for full document]