Nath Industries Ltd Directors Report

Dear Shareholders,

We have the pleasure in presenting the 43rd Annual Report of the Company and the audited statement of accounts for the year ended 31stMarch, 2025.

FINANCIAL PERFORMANCE

A summary of the financial results is given below:

(Rs. In Crores)

FINANCIAL RESULTS

Particulars	Year Ended
	31.03.2025	31.03.2024
Total Income	432.55	325.22
Profit before Interest & Depreciation	34.67	16.92
Interest & Depreciation	21.69	16.15
Profit before Tax	12.98	0.77
Provision for Taxes	3.24	0.28
Surplus for the year	9.74	0.49
Other Comprehensive Income	-1.46	1.57
Total comprehensive Income for the year	8.28	2.06
Earnings per Share (Rs.)	5.12	0.26

REVIEW OF OPERATIONS

The company is operating mainly two segments

1) Paper and

2) Industrial Chemicals.

We are glad to inform that the outcome of all the projects implemented in previous year have been very encouraging and it has given the desired results. The total income of the Company increased from Rs 325.22 Crores to Rs 432.55 Crores thereby witnessing an increase of total income by 33 %. The EBIDT increased from Rs 16.92 Crores to Rs 34.67 Crores and the net profit after tax increased from Rs 0.49 Crores to Rs 9.74 Crores. The EBDIT margin has improved to 8.02 % and we are hopeful that in coming years, EBDIT margin will improve to 1011% as achieved by the company in past.

Installation of co-generation power plant in Unit Rama Paper, 3.3 MW Turbine in Unit Nath Paper and 1 MW Solar power plant in Unit Nath Paper has substantially reduced Power and Fuel cost during the year. Power and Fuel cost incurred during the year came down from Rs 47.66 Crores to Rs 35.42 Crores despite the increase in turnover by 32.25 %. Ratio of Power and fuel cost to Sales has come down to 8.34% during the year from 14.85% recorded in previous year. The benefit of reduced Power and Fuel Cost is likely to remain continue in ensuing years.

PAPER DIVISION

The performance of paper division in second half was subdued because sluggish demand and increased import from China intensified the competition. It adversely resulted in price pressure and squeezing profit margins. As per the report of Indian Paper Manufacturers Association, only 550 out of 900 mills were operational during the year. However, because of the diversified and specialty paper portfolio of the company, wide network of dealers across the globe and exports to over 22 countries, the impact is not severe.

Unit Rama Paper has developed the new grade in absorbent kraft named Platinum which is used for high grade laminates. The product will be launched during the current year.

The new coating machine installed in Unit Nath Paper is established and the production of thermal paper is increased substantially. Unit Nath Paper is poised to achieve 4,500 MT during the year.

The Company has further proposed to install 2 MW solar power plant as a measure of green energy in Unit Nath Paper in coming year which will also reduce the dependency as well as power cost from the grid.

CERTIFICATIONS

The company aspires to be rated as following Six Sigma standards, and to achieve this target the company has entered into data driven approach to achieve near perfect quality and process. In order to support this mission, the company has been able to attain the ISO certifications, like ISO 9001:2015 which prompts to follow - Total Quality management System and ISO 14001:2015 for Environment Management System. On its continued journey to achieve Excellence in Conservation and Biodiversity, the Company retains its FSC COC certification to ensure its dedication to maintain Ecological integrity and protect biodiversity ecosystem. The products manufactured under its norms attained Global recognition and company is awarded the status of 2 Star Export house due to significant increase in Export.

As already informed last year, the excellence in quality of products has crowned your company to receive “Export Excellence Award”- Gold in Multi Products Category for three years consecutively for year 2018-2019, year 2019-2020 and year 2020-2021. More proudly the company placed itself in a Global leadership position in related segments.

PRODUCTS AND NEW PRODUCTS LAUNCH

Company has already niche range such as Absorbent Kraft, Bag Kraft. The addition of Padding Paper and Platinum grade of Absorbent Kraft replacing 100% virgin kraft will prove to be another mile stone, While MG White Tissue, Colour Tissue and Gift Wrap Tissue are well established and has Global acceptance along with One time Carbon Base Paper. This year the company will add new range of Sublimation Base Paper, Masking Paper to MG range of papers, which will add up the new classified markets and generate extra revenue. Additional revenue as profits and an edge over quality along with vital growth is assured for these products in the time to come. Last year your company had successful launched the kraft for square bottom paper bags Kraft named as Mac D to support states ban on Single use Plastic movement. The Mac D Kraft/ Shoppers Bags Kraft are now well accepted in the markets.

Innovation, valuations, and 24x7 R & D to develop new products is unstoppable work in Mills Laboratory. The come out with new elite products is slated only to fetch higher revenue and reputation to the company.

MARKETING STRATEGIES

Companys ideology and complete focus is on Eco and Environment friendly Papers with its commitments for sustainable Forestry and low on carbon footprints. The efforts made to safeguard this ideology are yielding effective benefits.

Self-reliance and product upgradation.

As our country is immerging as fastest growing Paper market in the world, it has capacity and access to better quality and competitively priced Raw material to produce quality products. The Government of India has also implemented a Quality Control Order (Q C O) for quality improvement under close supervision of Bureau of Standards. (BIS).

US Tariff imposition - Challenges and opportunities.

While US Imposition of duty tariff @ 26% poses challenges it also provides the opportunity for Indian Paper Industry to be more self-reliant and cost effective.

The Government incentive to domestic paper producers and restrictions on Imports will prove to be the boosters.

Action Plans.

Plans set to achieve business goals and objectives is all time large vision for Companys strategic approach to channelise its Marketing and promotion of products. Policy bound expanded and dedicated nationwide dealers network generates consistent and committed business volumes flawlessly. In Order to increase the sales, revenues and sustainable advantage of markets potential, we recently developed and introduced few more synergic products.to our existing range to Gift wrap grades of Tissue paper and Laminates grades of Kraft Paper. Consistency in products quality and prompt sales after service contribute a vital role in retaining the market share.

Companys Marketing strategies are mainly based on following three steps -

> Product: that meet customer /consumer needs.

> Price: On level playing field driven by affordable prices to balance cost and revenue.

> Promotion: Through strong and dedicated distribution network and other associate partners.

According to Grand View research-The global paper industry is expected to grow at 2.5% -3.5% (CAGR) 2025 to 2030. While India Paper Industry growth is predicted to 5.5% -6.5% CAGR by

Research and Markets during 2025-2030 and more particularly the Laminates Industrys growth in India during next five years is estimated to an excited rate of 10%-12% CAGR. More exciting and encouraging news is that market Pundits are forecasting the growth in Tissue export business at 12%-15% CAGR.

Increasing demand for Laminates and tissue paper and packaging is expected to increase due to the growth of e-commerce as well as the other B2B and B2 C platforms.

We are on leading position in domestic market and more focused on expanding export markets for our products like Absorbent Kraft, White Tissue and Colour Tissues and M G Kraft from South East Asian countries, Middle East to Africa, Europe and South America and encash the maximum potential of industrial and commercial growth in these regions.

Companys products Absorbent Kraft and Gift wrap Tissues and their components are strong enough to capture a phenomenal growth in Domestic and international demand.

CHEMICAL DIVISION

UNIT-NATH CHEMICAL

Revival in chemical sector in second half of the year benefited the chemical division very well. Expansion in manufacturing capacity from 280 TPD to 500 TPD and installation of 3.3 MW turbine resulted in achieving turnover of Rs 89.28 Crores and recorded profit before interest and tax Rs 15.24 Crores. Projection of normal monsoon is expected to drive further demand for agrochemical and fertilizers which in turn will create good demand for chemical division.

The enhanced capacity in Unit Nath Chemicals was fully utilized during the year. Installation of 3.3 MW turbine has met its power requirement. The quantity of surplus steam is significant and the negotiation are going on for supply of steam as green energy. Steam has become an integral product of the company apart from the Sulphur based chemicals manufactured by the division.

Various governments have banned Freon gas for air-conditioning because of environmental issues which has created demand for Sulphur Dioxide. As an established player in Sulphur Dioxide, unit Nath chemicals is in the process of finalizing enhancement of Sulphur Dioxide capacity from 60 MT to 90 MT.

DIVIDEND

In view of proposed growth plans and investment, the Board of Directors are of the opinion to conserve the profit and hence no dividend is recommended.

TRANSFER TO RESERVES

The entire retained earing as on 31st March 2025 of Rs 153.84 Crores has been retained as it is and no amount is transferred to any reserve.

SUBSIDARY COMPANY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31.03.2025, Company doesnt have any Subsidiary, Joint Venture and Associate Company.

PUBLIC DEPOSIT

The Company has not accepted any kind of public deposit falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year.

EXTRACT OF ANNUAL RETURN

Annual Return in form no MGT-9 of the Company for the year under review has already been published on the companys website www.nathindustries.com and it is also annexed to Board of Directors Report in Annexure-I.

CORPORATE GOVERNANCE

The Company reaffirms its commitment to the highest standards of Corporate Governance practices to comply with the applicable laws, rules and regulations and forms part of this report and given in Annexure- II.

NUMBER OF MEETINGS HELD DURING THE YEAR

Six Board meetings were held during the financial year 31st March 2025. The details of the Board meetings and Committee meetings held during the year is given in Para 2 of Annexure-II.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Because of non-applicability of the provisions of Section 135 of the Companies Act 2013, CSR liability for the year is NIL. No amount is unspent as on 31st March 2025.

In-spite of non-applicability, the Company is monitoring the education project implemented by the implementing agency.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors Report, is given in Annexure-IV.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr Abhaykumar Jain (DIN 02454426) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment Mr Abhaykumar Jain as a Director of the Company.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet criteria of independence as prescribed under section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31,2025 and of the Profit 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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts of the Company on a going concern basis;

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee including Managing Director and Whole Time Director of the Company has received remuneration exceeding the limit prescribed in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration fo Managerial Personnel) Rules. 2014.

Disclosure required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration fo Managerial Personnel) Rules.

2014 is made part of the Directors Report as Annexure-V.

EVALUATION OF BOARD

Nomination and Remuneration Committee of Directors specified the manner for effective evaluation of performance of the Board, its Committees and Individual Directors (including Independent Directors) in accordance with the provisions of the Act and the Listing Regulations.

Accordingly, the Board of Directors has made formal annual evaluation of its own performance and that of its Committees and Individual Directors (including Independent Directors) in accordance with the manner specified by the Nomination and Remuneration Committee of Directors.

The Board also carried out evaluation of the performance of individual Directors (including Independent Directors) on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its Committees, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

In a separate meeting of the Independent Directors of the Company, performance of NonIndependent Directors, Board as a whole and Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors of the Company. The Chairman of the Meeting of the Independent Directors apprised the Board about the evaluation carried out by them and that the Independent Directors were satisfied in this regard.

The manner in which the evaluation was carried out is mentioned in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The Company has robust Internal Control framework which has been instituted considering the nature, size and risks in the business. The Companys internal control environment ensures efficient conduct of operations, security of assets, prevention and detection of frauds/ errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company has appointed Internal Auditor who is responsible for providing assurance on compliance with operating systems, internal policies and legal requirements, as well as suggesting improvements to systems and processes. The Companys operating management closely monitors the internal control environment and ensures that the recommendations from audits are effectively implemented. The Audit Committee of the Board monitors performance of the Internal Audit Function, reviews key findings and provides strategic guidance.

No major irregularity has been observed and the Audit Committee is of the opinion that Internal Control System implemented by is in existence, followed and effective.

The information about the Internal Control System and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Vigil Mechanism/ Whistle Blower Policy for the Directors and Employees of the Company in accordance with the Provisions of Section 179 (9) and (10) of the Companies Act, 2013 to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behaviour, violation of the Companys Code of Conduct or Ethics Policy and any other event which would adversely affect the interests of the business of the Company. Whistle Blowers may send their concerns/complaints to the Chairman of Audit Committee in a sealed envelope marked confidential, for appropriate action.

The details of establishment of such mechanism has been also disclosed on the website of the Company www.nathindustries.com . It is affirmed that no personnel have been denied access to the Audit Committee.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Company is sensitive to women employees at workplace. As required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a formal policy to ensure safety of women and prevention of sexual harassment and has set up an Internal Complaints Committee (ICC) at its work place(s) to redress the complaints of women employees. During the financial year ended 31st March 2025, no complaint has been filed with ICC with allegation of sexual harassment. Further, there were no complaints pending as at the end of the financial year ended 31st March 2025.

RISK MANAGEMENT POLICY

Risk management is an integral component of good corporate governance and fundamental in achieving the Companys strategic and operational activities. It improves decision making, defines business opportunities and mitigates the material events that may impact shareholder value.

The Board of Directors have designed risk management policy for the company which consist of identification of elements of risks which may threaten the existence of the Company as per the provisions of Section 134(3) of the Companies Act, 2013. The detailed policy forms part of the Annual Report and it is given in Annexure IV.

STATUTORY INFORMATION

The Company is operating in Paper and Chemical business and is the member of BSE Platform. STATUTORY AUDITORS

The members, in the 41st Annual General Meeting held on 29th September, 2023, appointed M/s N R Agrawal & Co, Chartered Accountants, Mumbai (having Firm Registration No.100143W) as Statutory Auditors of the Company for a period of five years up to the conclusion of the 46th Annual General Meeting.

COST AUDITOR

The Board has appointed M/S RAJA DUTTA & CO, Cost Accountants (Firm Registration no. 101555, Membership no-30063, PAN no- AJDPD6775F) Daman for the financial year 2025-26. Company has maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITOR

The Secretarial Audit for the FY 2024-25 was carried out by Ms. Neha P. Agrawal. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report forms the part of this report and annexed in Annexure-VII.

AUDITORS REPORT

The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31st March 2025, no contracts or arrangements or transactions material in nature were entered into by the Company with the Related Parties. Transactions carried out with related party were carried out in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations).

As transactions with related parties were carried out at Arms length price, provision relating to filing of Form AOC-2 is not applicable.

The Corporate Governance Report contains relevant details on the nature of Related Party Transactions and the policy formulated by the Board on materials Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees or securities and investments in terms of the provisions of Section 186 of the Act are given in the notes to the financial statements.

INSURANCE

All the properties and the insurable interest of the Company including building, plants and machineries and stocks wherever necessary and to the extent required have been adequately insured.

RESEARCH & DEVELOPMENT

The Paper divisions of the company are engaged in the manufacturing of customised specialty papers as per the requirement of the customers. The markets nowadays are very dynamic and the requirement of customers keep changing from time to time. The same is achieved through Research and Development which is an integral part of the operations of the company. It helps in improving and developing the new products as well as the manufacturing processes. It involves researching the new markets for our products, customers needs and developing and improving the product to fit these needs within the permissible cost budgets by changing the raw material mix, improved production processes. Over the years, company has developed various new products as well as reached various new geographies.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R& D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

The Company recognizes that energy consumption is not only a key indicator of operational efficiency but also in mitigating effects of Global warming and climate change. Steps are being continually taken to conserve and reduce energy consumption. In this regard, various key initiatives taken by the Company are outlined below:

i. As mentioned earlier, installation of co-generation power plant, 3.3 MW turbine and 1 MW Solar power plant has reduced Power and Fuel by Rs 12.24 Crores.

ii. After successful implementation and achieving desirable results, company is planning to install additional 2 MW Solar Power Plant as a step towards green energy which is expected to generate 36,00,000 units p.a. which will in turn reduce the demand for power from grid.

iii. After enhancement of capacity of Sulphuric Acid plant, Unit Nath Chemical has surplus steam generation even after meeting its power and steam requirement. Negotiations are under way for export of surplus steam to potential customer which will fulfil their steam requirement thereby conserving the nature.

iv. By replacing the old cables and process parameter optimization, the electricity consumption per unit of Paper and Chemical has also reduced.

(B) Technology Absorption and Research Development

During the year, company has performed various research and development activities for development of paper grades. Platinum grade in Absorbent Kraft having ash content of 2% will be launched during the year. Even on raw-material part, variety of combinations of furnishes were tested and developed which has helped in controlling the cost without compromising the quality of the finished product.

Installation of pepsi pulp street has replaced the usage of hard wood pulp with paper cups which has also helped in conserving the nature and requirement for hardwood pulp.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency during the financial year 2024-25. The rupee equivalent of that amount has been given hereunder:

Particulars	Rs. In Crores
Total Earnings	45.80
Total Expenditure	98.57

ACKNOWLEDGEMENT

The Board of Directors sincerely thank Companys employees for their commitment, dedication, unconditional support and co-operation has which helped the company in achieving its targets.

The Board of Directors also acknowledges the unstinted support and co-operation received from its customers, suppliers, financial institutions, regulatory authorities and investors received during the year and look forward for the same in coming years too.

	For and on behalf of the Board,
	Akash Kagliwal
Place: Mumbai	Managing Director
Date: 12.08.2025	(DIN:01691724)