Nath Bio-Genes India Ltd Directors Report

DIRECTORS REPORT

Dear Shareholders,

Your Board of Directors ("Board") are pleased to present the Thirty-Third Annual Report of Nath Bio-Genes (India) Limited ("Company") together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

This Boards Report highlights the Companys operational and financial performance during the year under review, significant business developments, corporate governance practices and the statutory disclosures required under the provisions of the Companies Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board places on record its sincere appreciation for the continued trust and support extended by the Companys shareholders, customers, bankers, business associates, suppliers, employees and all other stakeholders. Your Board looks forward to your continued confidence and support as the Company strives to create sustainable value for all its stakeholders.

1. CORPORATE OVERVIEW

About Nath Bio-Genes (India) Limited

Nath Bio-Genes (India) Limited is one of Indias leading seed companies engaged in the research, development, production, processing and marketing of high-quality hybrid and varietal seeds. With over three decades of experience in the Indian seed industry, the Company has built a strong reputation for delivering innovative, reliable and farmer-centric seed solutions across diverse agro-climatic regions of the country.

The Company offers a diversified portfolio of field crop and vegetable seeds, developed through continuous research and technological advancement to meet the evolving needs of Indian agriculture. By combining scientific innovation with a deep understanding of farming practices, Nath Bio-Genes strives to enhance crop productivity, improve farm profitability and contribute to sustainable agricultural development.

The Company is listed on BSE Limited and the National Stock Exchange of India Limited under BSE Scrip Code: 537291 and NSE Symbol: NATHBIOGEN, respectively. The equity shares of the Company are actively traded on both the Stock Exchanges.

Business at a Glance

Nath Bio-Genes operates an integrated business model encompassing research and development, hybrid seed breeding, seed production, processing, quality assurance, storage, marketing and distribution. The Companys extensive dealer and distributor network enables it to effectively serve farmers across multiple states in India.

The Companys focus on quality, innovation and customer satisfaction has enabled it to establish longstanding relationships with farmers, channel partners and other stakeholders.

Financial Highlights

(Rs in Lacs)

2. FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Sr. No PARTICULARS	31.03.2026 (Standalone)	31.03.2025 (Standalone)	31.03.2026 (Consolidated)	31.03.2025 (Consolidated)
1 Sales	43,159.79	36,230.81	44,510.15	36,490.82
2 Profit before Interest & Depreciation	6,034.63	5,702.12	6,024.87	5,434.40
3 Interest	1,330.69	964.61	1,598.84	1,048.38
4 Depreciation	394.79	379.05	396.42	381.61
5 Profit Before Tax & Exceptional items	4,309.15	4,358.46	4,628.61	4,004.42
6 Exceptional Items (Income)	600.74	54.03	600.74	54.03
7 Tax Provision (Net of Deferred Tax)	467.31	198.47	467.32	198.47
8 Profit After Tax	4,442.57	4,214.01	4,163.03	3,859.97
9 Other Comprehensive Income	7.82	-33.04	-175.77	-33.05
10 Profit available for Appropriation	4,450.39	4,180.97	3,987.26	3,826.93

3. PERFORMANCE OVERVIEW

Standalone Financial Performance

The Company delivered a satisfactory financial performance during the financial year ended March 31, 2026, supported by growth in revenue from operations and continued focus on operational efficiency.

On a standalone basis, Revenue from Operations increased to 43,159.79 lakh from 36,230.81 lakh in the previous financial year, registering a growth of 19.12%. The growth in revenue was primarily driven by improved business performance and higher sales across the Companys seed portfolio.

Profit Before Interest and Depreciation (PBID) stood at 5,245.05 lakh as against 5,702.13 lakh in the previous year. Finance Costs increased to 1,330.69 lakh from 964.61 lakh, primarily on account of higher borrowings and working capital requirements during the year. Depreciation and Amortization expenses amounted to 394.79 lakh, compared to 379.05 lakh in the previous financial year.

The Profit Before Tax (before Exceptional Items) stood at 4,358.45 lakh. During the year, the Company recognized Exceptional Income of 600.73 lakh representing the recovery of certain advances granted to farmers/growers in earlier years, for which provisions had been created as the amounts were considered doubtful of recovery. This recovery contributed positively to the Companys profitability during the year.

After providing for current and deferred tax of 467.31 lakh, the Profit After Tax increased to 4,442.57 lakh from 4,214.01 lakh in the previous financial year. After considering Other Comprehensive Income of 7.82 lakh, the Total Comprehensive Income for the year stood at 4,450.39 lakh, as against 4,180.97 lakh in the previous year.

Consolidated Financial Performance

On a consolidated basis, the Company recorded Revenue from Operations of 44,510.15 lakh for the financial year ended March 31, 2026, reflecting the contribution of the Companys consolidated business operations.

Profit Before Interest and Depreciation (PBID) stood at 4,671.19 lakh. Finance costs amounted to 1,598.84 lakh, while depreciation and amortisation expenses were 396.42 lakh during the year. The Company reported a Profit Before Tax of 4,029.61 lakh. After providing for current and deferred tax of 467.32 lakh, the Profit After Tax stood at 4,163.03 lakh.

After considering Other Comprehensive Loss of 175.77 lakh, the Total Comprehensive Income for the year amounted to 3,987.26 lakh.

The consolidated financial performance reflects the contribution of the Companys joint ventures business operations. During the year, the Group continued to focus on operational efficiency, prudent cost management, effective working capital management and strengthening its market presence. The Company remains committed to sustainable growth through innovation, product quality and customer-centric business practices while creating long-term value for all stakeholders.

4. OPERATIONAL OVERVIEW

During the financial year 2025-26, the Company continued to strengthen its operational capabilities across research, seed production, processing, quality assurance and marketing. The Companys operations remained focused on ensuring the timely availability of high-quality hybrid and varietal seeds to farmers across its key markets.

The Company continued to invest in research and development with the objective of developing superior hybrids and varieties suited to diverse agro-climatic conditions. Emphasis was also placed on maintaining stringent quality standards throughout the seed production and processing cycle to ensure genetic purity and product reliability.

Listing of Equity Shares

The equity shares of the Company are listed on the following Stock Exchanges:

Subsidiaries, Dividend, Deposits, Share Capital

The equity shares of the Company are listed under BSE Scrip Code: 537291 and NSE Symbol: NATHBIOGEN. The Company has paid the annual listing fees to both the Stock Exchanges for the financial year 2025-26.

Subsidiaries, Joint Ventures and Associate Companies

The Company has a Subsidiary, Nath Bio-Genes CA, incorporated and registered under the laws of the Republic of Uzbekistan, in which the Company holds a 90% equity stake. The Subsidiary has been established to strengthen the Companys international presence and expand its business opportunities in the seed industry.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 forms part of this Annual Report as Annexure [1].

The Consolidated Financial Statements of the Company have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS), incorporating the financial statements of the Joint Venture.

The Policy for determining material subsidiaries as approved may be accessed on the Companys Website in investor section. www.nathbiogenes.com

5. DIVIDEND

In view of the proposed growth plan, the Directors have recommended a dividend for the financial year 2025-26 of Rs. 2/- (i.e., 20%) per equity share of the nominal value of Rs. 10.00 per share fully paid up, subject to approval of shareholders in the upcoming Annual General Meeting of the Company.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy in terms of Regulation 43A of SEBI Listing Regulations which is also available at the website of the Company at www.nathbiogenes.com.

6. DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on March 31, 2026, and there were no deposits in respect of which any default occurred during the year under review.

7. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2026 was Rs. 190040000/- divided into 19004000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue, or preferential issue during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it initiated any stock option schemes.

Financial Statement, Transfer to Reserves, Ind AS, Consolidated Financial Statement, Secretarial Compliance, Auditors

8. FINANCIAL STATEMENT

Full version of the Annual Report 2025-26 containing complete Balance Sheet, Statement of Profit & Loss, other statements, and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). The full version of Annual Report 2025-26 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.nathbiogenes.com.

9. TRANSFER TO RESERVES

The entire profit earned during the FY26 available after appropriation was transferred to retained earnings.

10. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs, vide its notification dated 16th February 2015, notified the Companies (Indian Accounting Standards) Rules, 2015 under Section 133 of the Companies Act, 2013. Pursuant to the said notification, the Company has prepared its financial statements in compliance, in all material respects, with the applicable Indian Accounting Standards (Ind AS).

11. CONSOLIDATED FINANCIAL STATEMENT

In compliance with the provisions of Section 129(3) of the Companies Act, 2013 and Ind AS 110 - Consolidated Financial Statements, read with Ind AS 28 - Investments in Associates and Joint Ventures, the Board of Directors is pleased to present the consolidated financial statements of the Company together with those of Joint Venture Nath Bio-Genes (CA), Uzbekistan for the financial year ended March 31, 2026, which form part of this Annual Report.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2025-26 covering all applicable compliances under the Securities and Exchange Board of India (SEBI) Regulations and the Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report for the financial year 2025-26, issued by M/s. Neha P. Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the prescribed time. The Report is also available on the Companys website at www.nathbiogenes.com.

13. AUDITORS

STATUTORY AUDITORS AND AUDITORS REPORT

At the Annual General Meeting held on 30th June 2022, M/s. Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the said Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.

Auditors Report, Management Comments, Internal Auditors, Cost Auditors, Secretarial Audit

The Statutory Auditors Report on the standalone and consolidated financial statements for the financial year ended 31st March 2026 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the year under review.

The Notes to the Financial Statements referred to in the Statutory Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Management Comment of Auditors Report

Land Purchased for Research and Development

The Company had purchased land for its Research and Development ("R&D") activities from its sister concern, Agri-Tech (India) Limited. However, the said land has not yet been transferred and registered in the name of the Company. The transfer and registration process could not be completed as the entire R&D project has been submitted to the Government of Maharashtra for necessary approval. The Company is pursuing the matter and expects that the requisite approvals and consequential transfer formalities will be completed in due course.

Confirmation of Balances

Confirmation of balances in respect of certain creditors, debtors and other parties could not be obtained due to the large number of parties involved. However, the Company reconciles such balances periodically, and necessary adjustments, if any, are carried out based on the reconciliation process. The management is of the opinion that any differences arising from such reconciliation would not have a material adverse impact on the financial position of the Company.

Recovery of Advances from Grower

The Company continues to make efforts for the recovery of outstanding advances from Grower. During the financial year under review, the Company has successfully recovered advances amounting to approximately ?6 Crore. The Company will continue its efforts to recover the remaining outstanding advances in the forthcoming years.

INTERNAL AUDITORS

The Board of Directors of the Company had appointed M/s K.P. Sahasrabudhe & Co., Chartered Accountants, as the Internal Auditors of the Company to conduct the internal audit for the financial year ended 31st March 2026. The Internal Audit Reports are periodically reviewed by the Audit Committee of the Company.

COST AUDITORS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records. Accordingly, the provisions relating to cost audit are not applicable to the Company.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has recommended Appointment of M/s. Neha P. Agrawal, Practicing Company Secretaries (C.P. No. 8048), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended 31st

Secretarial Audit, Internal Financial Control, Directors Responsibility Statement

March 2026. For the period of 5 years subject to Shareholders approval, which further approved by the Shareholders in the Annual General Meeting held on 22nd August 2025.

The Secretarial Audit Report in Form MR-3 issued by M/s. Neha P. Agrawal, Practicing Company Secretaries, is annexed to this Boards Report as Annexure VI and forms part of this Annual Report.

Additionally, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year 2025-26, issued by the M/s. Neha P. Agrawal, Practicing Company Secretaries, was duly submitted to BSE Limited and the National Stock Exchange of India Limited within the prescribed timelines.

The Report confirms compliance with the applicable provisions of the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars and Guidelines issued thereunder, as applicable. The Annual Secretarial Compliance Report is available on the website of the Company at www.nathbiogenes.com

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has established appropriate policies and procedures to ensure the effectiveness of its internal financial control framework. The Internal Auditors are an integral part of the internal control system and periodically review the adequacy and of the internal financial controls. The Internal Audit Reports are placed before and reviewed by the Audit Committee of the Board, which monitors the implementation of the recommendations and the effectiveness of the internal control systems. Further, in terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s K.P. Sahasrabudhe & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b) It has in the selection of the accounting policies, consulted the Statutory Auditors, and has applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the company as of 31st March 2026 and of the profits of the company for that period.

c) It has 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, to the best of its knowledge and ability.

Directors Responsibility Statement (Contd.), Directors & KMP

There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records.

d) It has prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

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.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

Director Retires by rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Jeevanlata Kagliwal (DIN: 02057459), Director of the Company, retires by rotation at the ensuing 33rd Annual General Meeting and, being eligible, has offered herself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, has approved and recommended her re-appointment to the Members for approval at the ensuing 33rd Annual General Meeting.

Key Managerial Personnel

Ms. Shipra Atul Agrawal has appointed as Additional Director (Independent) on 29th May 2025 and further she had resigned from the position of Additional Director (Independent) due to personal reasons and preoccupation.

Ms. Payal Dilipkumar Jain has appointed as Additional Director (Independent) on 11th July 2025 and further she has been regularized as Independent Director in the Annual general meeting of the Company held on 22nd August 2025.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sr. No. Name of the Key Managerial Personnel	Designation
1) Mr. Satish Kagliwal	Managing Director
2) Mr. Amol Gupta	Chief Financial Officer
3) Mr. Dhiraj Rathi	Company Secretary

17. STATEMENT REGARDING THE OPINION OF THE BOARD WITH RESPECT TO THE INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY OF THE INDEPENDENT DIRECTORS

In the opinion of the Board, Mr. Madhukar Dhonidraj Deshpande, Mr. Hitesh Rajnikant Purohit, Mr. Vadla Nagabhushanam and Ms. Payal Dilipkumar Jain, Independent Directors of the Company, possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors.

Independent Directors, Familiarization, Remuneration Policy

The Board is satisfied that all the Independent Directors meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the Management. The Board further believes that their diverse knowledge, professional expertise and rich experience in their respective fields significantly contribute to the effective functioning of the Board and its Committees, thereby strengthening the Companys governance framework and decision-making process.

18. DECLARATION OF INDEPENDENT DIRECTOR

The Independent Directors have submitted declarations of independence pursuant to Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act.

19. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR

Pursuant to the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV of the Companies Act, 2013, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects, and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Companys business and to contribute effectively to the Board and its Committees.

The familiarization sessions are conducted through presentations, briefings, and interactions with senior management from time to time, as required.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Nomination and Remuneration Committee ("NRC"), adopted a Nomination and Remuneration Policy.

The Policy lays down the criteria for determining qualifications, positive attributes, independence of a director, and the criteria for appointment, re-appointment, removal, and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel. The Policy also provides for a framework for performance evaluation of the Board, its committees, and individual Directors.

The objective of the Policy is to ensure that the Company has an appropriate mix of Executive, Non-Executive and Independent Directors with the requisite qualifications, experience, expertise, integrity, and diversity to effectively discharge their duties and responsibilities.

The Nomination and Remuneration Policy are available on the Companys website at www.nathbiogenes.com.

Board Meetings, Performance Evaluation

21. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, four (4) meetings of the Board of Directors were held. The details of the meetings are as under:

Sr. No.	Date of Board Meeting
1.	29th April, 2025
2.	11th July, 2025
3.	13th November, 2025
4.	31st January, 2026

Meetings held as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has carried out an annual evaluation of its own performance, that of its committees, and of the individual Directors. The evaluation criteria are broadly based on the Guidance Note on Board Evaluation issued by SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, quality of information provided to the Board, and overall functioning of the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee Members on the basis of criteria such as the composition of the Committees, effectiveness of Committee meetings, and discharge of their responsibilities.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of the Executive and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of criteria such as their contribution to the Board and Committee meetings, preparedness on the matters to be discussed, meaningful and constructive participation, and overall contribution to the decision-making process.

At the Board meeting that followed the meetings of the Independent Directors and the NRC, the performance of the Board, its committees, and the individual Directors was also discussed. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The overall outcome of the Board evaluation process was positive, and the Directors expressed satisfaction with the performance and effectiveness of the Board, its committees, and the individual Directors.

Credit Rating, MD&A, Corporate Governance, Employees

For further details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

23. CREDIT RATING

During the financial year under review, the Company received credit ratings from India Ratings and Research Private Limited (India Ratings), a Fitch Group company, as follows:

Long-Term Rating: IND BBB+/Stable

The above credit ratings reflect the Companys sound financial position, prudent financial management, and its ability to meet its financial obligations in a timely manner.

24. CHANGES IN NATURE OF BUSINESS

The Company continues to be engaged in the business of research, development, production, processing and marketing of hybrid and varietal seeds for field crops and vegetables, catering to the agricultural needs of farmers across India and international markets.

During the financial year under review, there was no change in the nature of the business of the Company.

25. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year 2025-26 is presented in a separate section and forms an integral part of this Annual Report.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of corporate governance and has adopted sound governance practices that promote transparency, accountability, ethical conduct and long-term value creation for all stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, together with the requisite disclosures, forms an integral part of this Annual Report.

A certificate from the M/s Neha P Agrawal, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to and forms part of the Corporate Governance Report.

27. PARTICULARS OF EMPLOYEE

The disclosures pertaining to remuneration and other particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure [II] to this Report and form an integral part of the Annual Report.

The statement containing the particulars of employees in terms of Rule 5(2) and Rule 5(3) of the aforesaid Rules forms part of this Annual Report. In accordance with the provisions of Section 136 of the Companies

Employees, Related Parties, CSR, Human Resources

2013, the Annual Report is being sent to the Members excluding the said statement. Any Member interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

The total number of employees of the Company as on 31st March 2026 was 452. Other details are provided separately in Annexure-II.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to Board for approval. The particulars of contracts or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC-2 and is set out as Annexure-II and forms part of this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and foreign exchange outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure IV to this Report and form an integral part of this Annual Report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans granted, guarantees given, securities provided and investments made by the Company, as covered under Section 186 of the Companies Act, 2013, are disclosed in the Standalone Financial Statements, which forms an integral part of this Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

32. HUMAN RESOURCE MANAGEMENT

Human resources continue to be one of the Companys most valuable assets and a key driver of its sustained growth and success. During the financial year under review, significant contributions were made across key functions, including Research & Development, Supply Chain, Production, Marketing and other business operations, through the collective efforts and commitment of the Companys employees.

Human Resources (Contd.), Dividend Policy, Insider Trading

The Company remains committed to attracting, developing and retaining talented professionals by aligning individual goals with the Companys strategic objectives, thereby fostering a high-performance and collaborative work culture. Continuous emphasis is placed on enhancing employees skills, knowledge and capabilities through appropriate learning and development initiatives, enabling them to contribute effectively towards achieving the Companys business objectives.

As on March 31, 2026, the Company had a workforce of 452 employees, whose dedication, expertise and teamwork continue to drive operational excellence, innovation and sustainable value creation for all stakeholders.

33. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the board has approved and adopted the Dividend Distribution Policy and the same is available at Companies website and provided as Annexure-VII to the Annual Report.

34. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (the PIT Regulations) on prevention of insider trading, the Company has its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. The Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

35. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report.

36. RISK ASSESSMENT AND MANAGEMENT

The Company is exposed to various business risks. These risks are driven by external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

37. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ["POSH ACT"]

The Company follows a zero-tolerance approach towards sexual harassment and is committed to providing a safe, secure, inclusive and respectful workplace for all its employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. The Policy aims to promote a work environment that upholds the dignity of every individual and provides protection against sexual harassment at the workplace.

During the financial year under review, the Company complied with the provisions relating to the constitution of the Internal Committee under the POSH Act and all applicable requirements under the Act and the Rules made thereunder.

The details of complaints received, disposed of and pending during the financial year, as required under the Companies Act, 2013, are provided below:

Particulars	Number
Number of complaints pending at the beginning of the financial year	0
Number of complaints received during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending at the end of the financial year	0

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a supportive and inclusive work environment for its employees and complies with the provisions of the Maternity Benefit Act, 1961, as amended, and other applicable labor laws.

Eligible women employees are provided maternity benefits in accordance with the provisions of the Maternity Benefit Act, 1961, including paid maternity leave, maternity-related benefits and other statutory entitlements, as applicable. The Company also extends such benefits in accordance with its internal Human Resources policies, wherever considered appropriate.

The Company is committed to safeguarding the health, well-being and dignity of women employees during pregnancy and motherhood and ensures that no eligible employee is disadvantaged on account of availing maternity benefits.

During the financial year under review, the Company complied with all applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

39. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

The Company remains committed to integrating Environmental, Social and Governance (ESG) principles into its business operations and long-term strategy. It continues to focus on responsible business practices by promoting environmental stewardship, employee well-being, ethical governance, regulatory compliance and sustainable value creation for all stakeholders.

During the financial year under review, the Company continued its efforts towards the efficient use of natural resources, responsible waste management, workplace health and safety, employee development and maintaining high standards of corporate governance. The Company remained compliant with the applicable environmental and other statutory requirements, and no material ESG-related non-compliance or penalty was reported during the year.

The Board believes that a strong ESG framework enhances the Companys resilience, supports sustainable growth and reinforces its commitment to responsible and ethical business practices.

The Company is committed to conducting its operations in an environmentally responsible manner and complies with all applicable environmental laws and regulations. It continues to promote the efficient use of natural resources, responsible waste management, pollution prevention and energy conservation across its operations.

During the financial year under review, the Company complied with the applicable environmental requirements, and no material environmental non-compliance or penalty was reported.

40. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors, employees and other stakeholders, wherever applicable, to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, leak or suspected leak of Unpublished Price Sensitive Information (UPSI), or any other misconduct, without fear of retaliation.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures fair, transparent and confidential investigation of all reported concerns. The mechanism also provides direct access to the Chairperson of the Audit Committee in appropriate cases.

The Company is committed to maintaining the highest standards of integrity, ethical conduct and corporate governance. During the financial year under review, no person was denied access to the Chairperson of the Audit Committee, and the Company affirms that the Vigil Mechanism functioned effectively. The Whistle Blower Policy is available on the website of the Company at www.nathbiogenes.com.

41. COMMITTEE OF THE BOARD

Currently the Board has Five Committees:

1. Audit Committee.
2. Stakeholders Relationship Committee,
3. Nomination & Remuneration committee.
4. Corporate Social Responsibility Committee
5. Risk Management Committee

A detailed note on the Board and its committees, composition, and compliances, as per the applicable provisions of the Act and Rules is provided under the Corporate Governance Report.

42. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company and can be accessed at Companies website i.e. www.nathbiogenes.com.

43. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI Circulars, the requirement to include a Business Responsibility and Sustainability Report (BRSR) in the Annual Report is applicable to the top 1,000 listed entities based on market capitalization.

As the Company does not fall within the top 1,000 listed entities by market capitalization as on the relevant date specified by SEBI, the provisions relating to submission of the Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company for the financial year 2025-26.

44. GREEN INITIATIVE

The Company continues to support green initiatives by promoting paperless communication and the use of electronic modes for dissemination of information to its shareholders, wherever permitted under applicable laws. Shareholders are encouraged to register and update their e-mail addresses with their Depository Participants or the Companys Registrar and Share Transfer Agent to facilitate timely electronic communication and contribute towards environmental conservation.

45. INSURANCE

The Company has in place adequate insurance coverage for its assets, properties and operations, commensurate with the nature and scale of its business. The insurance policies are reviewed periodically to ensure appropriate risk coverage and protection against unforeseen events.

46. INDUSTRIAL RELATION

The Company enjoyed cordial relations with its employees at all levels. Your directors accord their appreciation of the support and co-operation of all employees and count on them for the accelerated growth of the Company.

47. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made, nor were any proceedings pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016. Accordingly, no disclosure is required in this regard.

48. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which would impact the going concern status of the Company or its future operations.

49. ACKNOWLEDGEMENTS

The Directors place on records their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Companys growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors

29th July 2026 Registered Office: Nath House, Nath Road (Chhatrapati Sambhajinagar) Aurangabad-431005

Managing Director — Satish Kagliwal (DIN: 00119601) Director — Jeevanlata Kagliwal (DIN: 02057459)