N G Industries Ltd Directors Report

OPERATIONS AND PROSPECTS:

N G Industries Ltd. operates an integrated healthcare facility comprising Doctor Clinics, Outpatient Services, a Diagnostic Laboratory, an Indoor Facility with wards and ICU, Surgical Infrastructure, Dialysis Services, Special Clinics including Infertility, Retail Pharmacies, Home Care Services and an Adult Vaccination Unit. Dialysis Services were commenced during the year under review, extending the Companys indoor and specialised-care capabilities to patients requiring chronic and critical renal care.

The healthcare sector in India continues to be shaped by rapid technology adoption, wider insurance coverage, digitisation of patient records and changing patient expectations. Locally, Kolkatas healthcare landscape has seen ownership changes among some of the larger hospital groups, altering the competitive dynamics the Company operates within.

During the year under review, the global economic environment was significantly influenced by the conflict between Iran and the United States, which escalated tensions in the Middle East, a region central to global energy supply. This uncertainty pushed up international crude oil prices, and the resultant pressure on Indias import bill contributed to a depreciation of the Indian Rupee against major currencies.

The combined effect of higher crude prices and a weaker Rupee fed through into a broader inflationary environment across the economy. Costs of transportation, fuel, and several categories of imported and import-linked goods rose in tandem, and this in turn placed

pressure on overall input costs for businesses across sectors. For the common citizen, this translated into a general increase in the cost of living, which, alongside stagnant wage growth in several segments, had the effect of reducing purchasing power, particularly for households at the lower and middle end of the income spectrum.

Reduced purchasing power among the masses typically has a dampening effect on discretionary spending, and healthcare — while largely a necessity-driven sector — is not entirely insulated from such pressures. The Company remains mindful of this environment while balancing the need to maintain quality of service against the imperative of keeping healthcare accessible and affordable.

Separately, West Bengal saw a change in its State Government following the Assembly elections during the year. Any resulting shifts in State health policy, insurance schemes, or regulatory approach are not yet clear at this stage, and the Company will engage with the new administration in the same constructive manner as it has with previous ones, adapting its operations as the policy direction becomes evident.

Sector trends we expect to shape the coming years include wider adoption of digital and Al- based diagnostic tools, continued expansion of cashless insurance networks, and a shift toward value-based and home-based care. The Company is positioning its systems and service mix to respond to these shifts as they take hold.

Operating performance for the year was muted, weighed down by input cost inflation and a competitive market, though the Company remained debt-free and continued its practice of consistent dividend payouts, interrupted only during the pandemic years. This financial discipline continues to underpin our ability to absorb external shocks without resort to borrowing.

Our approach to ethics and quality of care remains unchanged, and we record our appreciation of the clinical, administrative and support teams who deliver it. Going into FY 2026-27, priorities include strengthening our outpatient and diagnostic base, expanding preventive, digital-health and geriatric-care offerings, and deepening engagement with referring doctors and other stakeholders.

We consider the Companys performance for 2025-26 satisfactory given the operating environment described above, and expect a gradual return to stronger growth as conditions stabilise. We thank our shareholders, patients, employees and partners for their continued confidence in the Company.

There was no change in the nature of the business of the Company during the year, and there was no change in the composition of the Board of Directors.

DIVIDEND AND TRANSFER TO RESERVE:

The Board is pleased to recommend a dividend of ? 3.50 per Equity Share of f 10 each (i.e. 35%) for the year ended March 31, 2026. The said dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting

("AGM") scheduled to be held on Saturday, September 26, 2026. Dividend will be paid after it is approved at the forthcoming Annual General Meeting, Also, the Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

TRANSFER OF DIVIDEND AND CORRESPONDING EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends not encashed / claimed within seven years from the date of transfer to unpaid dividend account are to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period ⁴of seven years to the demat account of IEPF Authority. The Members whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority. In accordance with the said IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose shares were due to be transferred to the IEPF Authority and simultaneously published newspaper advertisements. List of such shareholders are also posted on the website fwww.ngind.com) of the Company.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, ? 33,541 of unpaid / unclaimed dividends and 552 shares were transferred during the financial year 2025-26 to the Investor Education and Protection Fund. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2025 on the Companys website at www.ngind.com and on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

SHARE CAPITAL:

There is no change in the capital structure of the Company.

DETAILS OF DEMAT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account.

DISCOUNT TO SHAREHOLDERS:

The Company has decided to offer a discount of 15% to all shareholders of the Company on ail the diagnostic services being offered by us. The shareholders availing the discount will be required to state their Folio number/DP ID and produce only identity documents.

AUDITORS AND AUDITORS REPORT:

(a) Statutory Auditors

M/s. M. R. Singhwi & Co., Chartered Accountants, (Firm Registration No. 312121E) were appointed as statutory auditors of the Company to hold the office from the conclusion of 28^th Annual General Meeting held on 24th September 2022 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the calendar year 2027.

Auditors Report

The report issued by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report. The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended March 31, 2026. 4

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

(b) Secretarial Auditor

In accordance with the provisions of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed entity along with certain other prescribed categories of companies, is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its Annual Report.

M/s S. Rath & Company, Practicing Company Secretaries, who was appointed as the Secretarial Auditors of the Company at the Annual General Meeting held on 27^th September, 2025 for a period of five consecutive years starting from the Financial Year 2025-26.. The Secretarial Audit Report, as issued by the Secretarial Auditors, is annexed herewith to this Report. The said report does not contain any qualifications, reservations, or adverse remarks.

DIRECTORS & KEY MANAGERIAL PERSONNEL :

Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Goenka (DIN; 00157319) will retire by rotation at the 32^nd Annual General Meeting ("AGM") and being eligible, has offered himself for reappointment. Based on. the performance evaluation and recommendation of NRC, the Board recommends his reappointment.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Mr. Rajesh Goenka, Chairman & Whole-time Director, Mr. Santosh Kumar Thakur, CFO and Ms. Bratati Bhattacharya, Company Secretary are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Mr. Dipak Kumar Shaw, resigned as Company Secretary of the Company with effect from 7^th June, 2025 and Mrs. Bratati Bhattacharya was appointed as Company Secretary of the Company with effect from 8^lh June, 2025.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES :

The Company does not have any Subsidiary / Joint venture or Associate Company within the meaning of the Companies Act, 2013.

WHISTLE BLOWER MECHANISM:

This has been discussed in detail in the Corporate Governance Report forming part of this Report.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY :

There was no transaction falling under the provision of Section 186 of the Companies Act, 2013 during the financial year under review.

MEETINGS OF BOARD:

Four Meetings of the Board of Directors were held during the year. For further details, please refer to the report on Corporate Governance given separately in the Annual Report.

DETAILS OF THE COMMITTEE OF DIRECTORS :

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship Committee of Directors, number of meetings held of each Committee during the financial year 2025-26 and meeting attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate Governance Report forming part of this Annual Report.

The Recommendations by the Audit Committee, as and when made, to the Board have

been accepted.

DIRECTOR REMUNERATION POLICY:

The Company has followed a Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and senior management personnel. The criteria for determining qualifications, positive attributes, independence of a Director, performance evaluation of Board, Committees and the Directors are laid down under the Nomination and Remuneration Policy of

the Company. The performance evaluation of the Board, its Committees and of Individual Directors was made by structured questionnaire and the Directors were satisfied with the evaluation process. Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company may be accessed on the Companys website. The recommendation made by the Nomination and Remuneration Committee were accepted by the Board.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

Internal Audit has been conducted throughout the organization, by qualified outside Internal Auditors. Findings of the Internal Audit Report are reviewed by the top management and by the Audit Committee of the Board and proper follow up action is ensured wherever required. The Statutory Auditors have evaluated the systems of internal controls of the Company and have reported that the same are adequate and commensurate with the size of the Company and nature of its business.

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

The Company has put in place, an Internal Complaints committee to redress complaints received regarding sexual harassment from any employee of the Company. The committee, composed of a majority of women employees is constituted for the purpose of ensuring compliance towards the provisions of the above Act. During the year 2025-26, no complaints were received by the said committee. The Companys Policy for Prevention, Prohibition and Redressal of Sexual Harassment may be accessed on the Companys Website.

LISTING WITH STOCK EXCHANGES :

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby declares that the Listing of its Shares at The Calcutta Stock Exchange Ltd. as well as at BSE Ltd were continued throughout the year and the Listing Fee due till date stands paid.

DEMATERIALISATION OF SHARES :

In order to facilitate dealing in shares in the electronic mode, your Company has entered into an arrangement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). With this, the Members have the option to trade their dematerialised shares in the Company through NSDL or CDSL. Securities and Exchange Board of India (SEBI) has made it mandatory for all investors to trade in the shares of the Company in dematerialised form. The Companys Shares have been allotted ISIN :INE825C01018.

The Company has not issued any sweat equity shares, bonus and employee stock option and not called for buyback of shares during the current financial year. Directors also confirm that there are no shares under suspense status.

COST AUDIT:

Cost Audit is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:

(i) The steps taken / impact on conservation of energy;

The operations of the Company, being healthcare, the Company is taking every necessary step to reduce the consumption of energy,

(ii) The steps taken by the Company for utilizing alternate source of energy;

Your Company is exploring the possibility of utilizing alternate sources of energy, which may be taken up for future Implementation when found to be credible and viable.

(iii) The capital investment on energy conservation equipment;

Though investments have been made in areas like change over to LED lights, Energy audits, load balancing, replacement with energy saving air conditioners etc., no specific budgets or heads of such are accounted for, in view of major energy specific projects being yet to be taken up.

B. TECHNOLOGY ABSORPTION

The nature of the Companys operations being healthcare, the required information in the prescribed manner is considered to be not applicable to the Company.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

RISK MANAGEMENT:

The provisions relating to composition of a Risk Management Committee are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. During the year under review, the Company has allocated a sum of f16.13 lakhs for CSR activities based on the average of the last three years profit before tax. This being the third year of applicability of the provision of CSR, the company endeavored to meet the budgeted expenditure by contributing in various eligible CSR activities within the Financial Year and with this objective initiated steps in right direction to identify suitable implementing agencies carrying on eligible CSR activities in local area around which it operates and to actively engage with this agencies for effective utilization of the said allocated fund of the Company. The Company spent through various Implementing agencies within the financial Year for effective utilization of the contribution to CSR in the manner and purpose for which the amount was allocated by the Board.

Further, in light of the amended Companies (Corporate Social Responsibility Policy) Rules, 2021 where the amount to be spent by a company under sub-section 5 of section 135 does not exceed Rs. 50 Lakhs, the requirement under sub-section 1 of section 135 for constitution of the Corporate Social Responsibility Committee shall not be applicable and in such cases the functions of such Committee shall be discharged by the Board of Directors; hence CSR Committee is not constituted by the Company.

The annual report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social

Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided in the Annexure forming part of this Report.

Your company is in compliance with the statutory requirement in this regard.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i: Ratio of remuneration of each Executive Director to median remuneration of the employees of the Company for the financial year 2025-26, percentage increase in remuneration of Directors, Chief-Financial Officer and Company Secretary during the financial year 2025-26:

ii: The percentage increase in the median remuneration of Employees for the financial year 2025-26 was 6.66.

iii: The Company has 64 permanent employees (excluding Whole-time Director) on the rolls of the Company as on 31st March, 2026.

iv It is hereby affirmed that the remuneration paid during the year, is as per the Remuneration Policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors state that:

• In the preparation of the annual accounts for the financial year ended on 31^st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• Such accounting policies have been selected and applied 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 31^s1 March, 2026 and of profit of the Company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on a going concern basis;

• internal financial controls have been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively and proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS

This section sets out the Companys view of the industry environment, the principal opportunities and risks it faces, and its outlook for the year ahdbd.

INDUSTRY STRUCTURE & DEVELOPMENTS

Growth in Indias healthcare sector continues to be driven by a combination of factors:

* Rising disposable incomes and a larger base of consumers willing to pay for quality care

* An ageing population with growing chronic-care needs

* Advances in diagnostic technology and Al-assisted tools

* Longer life expectancy, sustaining demand for preventive and long-term care

* Expanding public and private health insurance coverage

Union and State Government schemes continue to widen insured and subsidised healthcare access, with the stated long-term goal of near-universal coverage. Parallelly, Al-assisted diagnostics, minimally invasive procedures, cloud-based records and telehealth are becoming standard features of service delivery rather than differentiators, raising the baseline expectation patients and referring doctors have of providers such as the Company.

Two developments outside the sector itself had a bearing on the operating environment this year. The Iran-US conflict drove up crude oil prices and weakened the Rupee, adding to input cost pressure across the economy, including on imported diagnostic and medical consumables. Separately, West Bengals Assembly elections brought a change of State Government; the resulting policy direction on health insurance, regulation and public health programmes remains to be seen, and the Company will adapt as the picture becomes clearer

LINGERING EFFECTS OF THE PANDEMIC

The pandemics operational and financial effects on the Company have been covered in detail in earlier Annual Reports and in disclosures under "Information & Circulars for Shareholders" on our website, and are not repeated here. Its lasting effects are now largely confined to patient-interaction norms, infection-control protocols and staffing patterns that have become part of standard practice rather than an active area of disruption.

* Rising insurance penetration, both cashless and reimbursement-based, is widening the addressable patient base.

* Digital and Al-enabled diagnostics offer scope for more efficient service delivery and better clinical outcomes.

* Growing demand for outpatient, preventive, home-care and vaccination services plays to the Companys existing strengths.

* The newly-commenced Dialysis Services open access to the chronic renal-care segment, an area of steadily rising demand.

Risks & Concerns:

* A slowing economy, particularly in services and informal sectors, can reduce discretionary spending on elective and non-urgent care.

* Reputational exposure remains inherent to healthcare delivery, where isolated adverse outcomes can attract disproportionate public attention regardless of clinical merit.

* Retaining experienced clinical and support staff continues to be competitive, given sustained demand for skilled healthcare talent.

* Referral relationships with independent doctors require ongoing investment to sustain, as patient and practice patterns keep evolving.

* Rising crude oil prices and Rupee depreciation, linked to the Iran-US conflict, have added to costs on imported equipment, diagnostic reagents/consumables and logistics fuel.

* A change in the West Bengal State Government following the recent Assembly elections may bring shifts in health-sector regulation, insurance schemes or public health programmes; the specifics are not yet known.

* Healthcare remains a politically and socially sensitive sector, periodically subject to regulatory or tariff-related interventions that can affect service economics.

* Litigation and, occasionally, public unrest directed at healthcare institutions remain an operational risk industry-wide.

The Companys principal mitigants against these risks include:

* Ethical, transparent dealings with patients, with realistic communication on treatment outcomes

* Ongoing staff training, clinical protocol adherence and periodic external quality audits

* Continued investment in diagnostic technology and equipment upgrades

* Efforts to retain skilled professionals through a supportive workplace environment

* Tracking input cost trends and exploring alternate vendor and sourcing options where practical

* Updated security and compliance measures, and open engagement with regulators and the new State administration

OUTLOOK

The Companys outlook for the year ahead is best described as cautiously steady. Demand fundamentals for healthcare services remain intact, but near-term cost pressures from global and domestic developments are likely to persist for some time. Against this backdrop, the

Companys priorities are to consolidate its diagnostic and outpatient base, build on the newly- added dialysis service line, expand its digital patient interface, and maintain the debt-free, dividend-paying track record that has characterised its governance to date.

CORPORATE GOVERNANCE :

The Corporate Governance Report forms an integral part of this Report and has been set out as a separate annexure to this Report. The certificate from the Auditors of the company, certifying compliance of conditions of Corporate Governance stipulated in the Listing Agreement with the Stock Exchanges is also annexed to Report on Corporate governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. ⁴

Your Directors draw attention of the members to the notes of the financial statement which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN :

As provided under Section 92(3) & 134(3)(a) of the Act, the Annual Return for FY 2025-26 is uploaded on the website of the Company and can be accessed at www.ngind.com.

DEPOSITS:

The Company has not accepted any deposits from the public during the period under review and accordingly no amount was outstanding as on the date of the Balance Sheet.

SECRETARIAL STANDARDS:

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations,

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

ACKNOWLEDGEMENTS:

Your Directors acknowledge the co-operation and assistance received from the Shareholders, Doctors, Banks and various Government Agencies. Your Directors wish to place on record their sincere appreciation for the contribution made by the employees.