Nath Industries Ltd Directors Report

Dear Shareholders,

We have the pleasure in presenting the 44^th Annual Report of the Company and the audited statement of accounts for the year ended 31^stMarch, 2026.

FINANCIAL PERFORMANCE

A summary of the financial results is given below:

FINANCIAL RESULTS

Particulars	Year Ended
	31.03.2026	31.03.2025
Total Income	494.87	427.47
Profit before Interest & Depreciation	29.21	34.67
Interest & Depreciation	19.87	21.69
Profit before Tax	9.34	12.98
Provision for Taxes	2.67	3.24
Surplus for the year	6.67	9.74
Other Comprehensive Income	-0.49	-1.46
Total comprehensive Income for the year	6.18	8.28
Earnings per Share (Rs.)	3.51	5.12

REVIEW OF OPERATIONS

The company is operating mainly two segments

1) Paper and

2) Industrial Chemicals.

With profound happiness, we inform that the company has achieved highest ever total income of Rs 495 Cr in FY 2025-26 despite extraordinary turbulence in the global economy viz Imposition of tariff by USA and outbreak of war between USA-Israel and Iran. The total income rose from Rs 427 Cr to Rs 495 Cr, an increase by 16%. However, EBIDT was reduced from Rs 34.67 Cr to Rs 29.21 Cr because of supply chain disruptions, elevated input prices, cancellation - postponement-renegotiation of export orders because of high tariffs and war. It resulted in pressure on profit margins in FY 2025-26.

The contribution of paper division and chemical division in total turnover of the company is now 60.43: 39.57 respectively. The imposition of tariffs, chocking of shipping lines and non-coverage of insurance on certain routes impacted export turnover of paper division adversely. The company could achieve export turnover of Rs 36.38 Cr in FY 2025-26.

The company made investment in energy saving projects in 2023-24 because of which it is able to restrict its energy cost at 8.77% as compared to 8.34% in previous year despite increase in the prices of fuels and it will continue to help in managing energy cost.

PAPER DIVISION

The operations of paper division were impacted majorly because of imposition of reciprocal and penal tariff upto 50% by USA on Indian products in Aug 2025 which was already facing sluggish demand. The tariff levied on India was significantly high as compared to competing nation Indonesia and China which gave them undue advantage over India. It led to cancellation, postponement and renegotiation and resulted in pressure on pricing and margins. Imposition of tariffs also disrupted shipping volumes, logistic demand resulted in increased freight rates thereby impacting export operations. With the slow- down in exports, the volumes had to be diverted in domestic market which are already flooded with competitive imports from China and Indonesia. Despite these sudden challenges, the paper division achieved turnover of Rs 296 Cr as compared to Rs 285 Cr in previous year because of its customise and specialty paper offerings.

The company has successfully launched premium grade in Absorbent Kraft named Platinum during the year which is used in high grade laminates. The acceptance of platinum grade in export market is encouraging and expect significant share of Platinum grade in exports in coming years.

CERTIFICATIONS

Certifications and awards glorify the Companys journey towards efficiency improvement and excellence in quality and service to achieve that reputation, beside it also defines companys commitment and responsibility to live up to those standards. Nath industries Ltd has been consistently moving on this path.

Companys determination to follow nearly perfect quality process efficiency and data driven approach has won numerous awards like ISO 9001; 2015 for Total Quality Management System and ISO 14001;2015 for Environment Management System alongside the Globally acknowledged FSC COC certification for responsible forestry conservation and biodiversity protection. For its export orientation, Company also obtained the prestigious status of Star Export House.

The excellent and outstanding efforts and achievements to enhance its share in overseas markets with its quality products have added few more feathers in the crown of your company like Export Excellence Award in Multi Products Category for three years consecutively for year 2018-2019, year 2019-2020 and year 2020-2021. This recognition places the company in position of proud Global leadership in related key paper segments.

PRODUCTS AND NEW PRODUCTS LAUNCH

The present core products range of Absorbent Kraft, Commercial Bag Kraft (CBK), MG White Tissue, Colour tissue and Gift Tissue is established and accepted Globally. Now the Quality credentials of newly added in kitty the Roti Wrap, Masking Paper, Premium range of Soft and Facial tissues and Gypsum Board are all set to be launched in markets to enrich the revenue inflow of the company. Good returns and an edge over quality of competitors will ensure the remarkable growth with assured benefits in this segment. Last year the company had successful launched the Brown kraft Paper with wet strength for food packing bags. The product is

becoming popular and acceptable with every passing day. Companys Shoppers Bags Kraft in related category is also now established in Domestic and Overseas markets, contributing considerably in Companys revenue Growth.

It is inevitable to mention other niche products produced by Company such as One Time Carbon Base Paper and print Barrier paper, Padding Paper are already moving well and accepted widely in related markets.

24x7uninterrupted R&D work to develop new products is all set to open new scopes and aspirations, to add up higher revenue and reputed space to the company in near future.

MARKETING STRATEGIES

Eco-friendly papers, sustainable forestry, and low carbon footprint is the basic ideology we follow as a company.

Self-reliance & Upgradation, leveraging Indias growing paper market, better raw material access, and competitive pricing helped the company in achieving its results. Govts BIS Quality Control Order (QCO) is further driving quality standards. Companys focus is set to achieve specific objectives and business goals by effective marketing strategies to channelise and increase its sales and revenues.

Consistency in quality and sales after service per excellence ensures good returns and contribute in retaining the market share.

Global Trade Dynamics prompt us to create opportunities to become more self-reliant and cost- competitive. Govt incentives and import restrictions are supporting domestic producers.

Distribution expanded, policy-driven nationwide dealer network ensuring consistent volumes. New synergic launches in Gift Wrap Tissue and Laminate-grade Kraft are strengthening our portfolio.

Companys main Strategy Pillars are =

Product: Aligned to customer/consumer needs Price: Competitive and sustainable.

Promotion: Strong distribution and associated channel partners CHEMICAL DIVISION UNIT-NATH CHEMICAL

The chemical division recorded turnover of Rs 194 Cr as compared to Rs 138 Cr recorded in previous year. The overall chemical industry faced multifold challenges in FY 2025-26 back to back. Imposition of tariff and penal tariff for importing Russian oil and thereafter the outbreak

of war disrupted the overall chemical industry in multiple ways. Increased tariff disrupted the export which in turn impacted the manufacturing in India. Chocking of shipping routes created shortage of chemical which led to abnormal volatility in the prices of chemical. Lack of availability coupled with abnormally increased prices impacted not just the chemical but overall industry. It took time to pass on the increase in price of raw materials as the increase was sudden and unanticipated.

To counter the impact of pricing volatility and raw material unavailability, various initiatives were taken by the Government viz suspending exports of key chemicals and prioritising the supplies to domestic industry, exemption of custom duty on key industrial petrochemicals and increase in subsidies which helped in stabilising the price as well as availability.

Every industry took time to absorb the abnormal price increase which also led to impact demand for some time. However gradually the market absorbed the prices hikes. The industries now have stabilized after facing the aftermath of the above events and company is hopeful that coming year will be good for chemical division.

DIVIDEND

In view of the Companys proposed growth plans and future investment requirements, the Board of Directors considers it prudent to retain the profits within the business and, accordingly, does not recommend any dividend for the year.

TRANSFER TO RESERVES

The entire retained earnings of Rs.6.67 Crore as on 31st March 2026 have been retained without any transfer to any specific reserve.

SUBSIDARY COMPANY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31.03.2026, Company doesnt have any Subsidiary, Joint Venture and Associate Company.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any public deposits falling within the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

Annual Return in Form No. MGT-9 of the Company for the year under review has been made available on the Companys website at www.nathindustries.com and is also annexed to the Boards Report as 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

Five Board meetings were held during the financial year 31^st March 2026. 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)

As per the Provisions of Sec 135 of the Companies Act, 2013 related to Corporate Social Responsibility (CSR), the amount of CSR required to be spent for the FY 2025-26 is Rs. 8.73 Lakhs which has already been spent by the Company. The initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-III which is part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is made in conformity with Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 and is attached to the Boards Report forming part of the Annual Report of the Company and 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, Ms Nupur Lodwal (DIN 10150318) Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer herself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends the re-appointment of Ms Nupur Lodwal as a Director of the Company.

Mr Hitesh Rajnikant Purohit (DIN 02340858) was appointed as an independent director of the Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Appointment Rules”) by the Board, effective

31.03.2022, to hold office up to 30.03.2027. The members at the AGM held on 30.09.2022 had approved the same. He is due for retirement from the first term as an independent director on

30.03.2027. The Nomination and Remuneration Committee (NRC), after taking into account the performance evaluation of Mr Hitesh Rajnikant Purohit during his first term and considering his knowledge, expertise, experience and substantial contribution and time commitment, has recommended to the Board his reappointment for a second term of 5 (five) years.

Based on the recommendation of the NRC, the Board, recommended the reappointment of Mr Hitesh Rajnikant Purohit as an independent director, for your approval for a second term of 5 (five) years effective 31.03.2027, to 30.03.2032 (both days inclusive).

Mr Madhukar Deshpande (DIN 07630081) was appointed as an independent director of the

Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Appointment Rules”) by the Board, effective

30.05.2022, to hold office up to 29.05.2027. The members at the AGM held on 30.09.2022 had approved the same. He is due for retirement from the first term as an independent director on

29.05.2027. The Nomination and Remuneration Committee (NRC), after taking into account the

performance evaluation of Mr Madhukar Deshpande during his first term and considering his knowledge, expertise, experience and substantial contribution and time commitment, has recommended to the Board his reappointment for a second term of 5 (five) years.

Based on the recommendation of the NRC, the Board, recommended the reappointment of Mr Madhukar Deshpande as an independent director, for your approval for a second term of 5 (five) years effective 30.05.2027, to 29.05.2032 (both days inclusive).

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, 2026, 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 31,2026 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

The information required pursuant to Section 197, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure - V. None of the employees including Managing Director and Whole Time Directors have received remuneration exceeding the limits set out in Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EVALUATION OF BOARD

As required, the Nomination and Remuneration Committee of Directors has established a structured framework for the effective evaluation of the performance of the Board, its

committees, and individual Directors (including Independent Directors) in compliance with the provisions of the Act and the Listing Regulations. The Board ensures the formation and monitoring of a robust evaluation process covering individual Directors, including the Chairman, the Board as a whole, and its various Committees.

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 performance of the Board was evaluated based on inputs from all Directors, considering criteria such as the adequacy of its composition and structure, the effectiveness of board processes, the availability of information, and overall functioning. Similarly, the Board assessed the performance of its committees after seeking inputs from Committee Members, evaluating factors such as the composition of Committees, adherence to their terms of reference, effectiveness of meetings, and the active participation of members.

The evaluation of individual Directors, including Independent Directors, was conducted based on criteria such as attendance, active participation, and contributions during Board and Committee meetings, as well as the exercise of their duties with due care, skill, and diligence. The manner in which evaluation was carried out is mentioned in the Corporate Governance Report.

INTERNAL CONTROL SYSTEM

The Company is committed to maintaining a robust and effective internal control framework across all offices, plants, and key functions. This ensures a structured system for business planning, goal review, risk evaluation and management, financial reporting, regulatory compliance, asset protection and fraud prevention. These controls are continuously refined to align with evolving business needs, regulatory changes, and industry best practices, ensuring transparency, accountability, and operational excellence.

The Internal Auditors of the Company conduct financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirm the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.

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 provisions of Section 177(9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for Directors and employees. The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to all the

employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. No concerns or irregularities have been reported by employees/directors till date.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower Policy is available on the Companys website www.nathindustries.com. None of the Companys 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

The has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has zero tolerance of sexual harassment at the workplace and is fully compliant with the prevailing laws on the prevention of sexual harassment of women at the workplace. The Internal Complaint Committee is set up by the Company to redress the complaints of women employees.

In FY 2025-26, no complaints were filed with the ICC nor any complaint is pending at the year end.

RISK MANAGEMENT POLICY

The Company recognises that operating in a dynamic business environment naturally involves certain unavoidable risks. It has established a comprehensive risk management framework to address these challenges. This proactive approach helps mitigate complacency, acknowledges inherent limitations, and employs targeted strategies to manage various risk categories.

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 41^st Annual General Meeting held on 29^th 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 upto 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 2026-27. 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 members, in the 43^rd Annual General Meeting held on 19^th September, 2025, appointed Neha P Agrawal, Practicing Company Secretaries (1304/2021), Aurangabad as Secretarial Auditors of the Company for a period of five years upto the conclusion of the 48th Annual General Meeting .

AUDITORS REPORT

The observations made by the Auditors in their Report on the Accounts and the Financial Statements, read together with the relevant Notes to Accounts, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Auditors have not reported any matter relating to fraud during the year under review. Accordingly, no details are required to be disclosed under the said section.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended 31st March 2026, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on arms length and were in compliance with the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations).

Since all transactions with Related Parties were entered into in the ordinary course of business and on an arms length basis, the provisions relating to disclosure of such transactions in Form AOC-2 under Section 134(3)(h) read with Section 188 of the Companies Act, 2013 are not applicable to the Company.

Details on the nature and materiality of related party transactions and policy framed by the Board is included in The Corporate Governance Report in Annexure-___

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees or securities provided and investments made in terms of the provisions of Section 186 of the Act and the purpose for which the loans/ guarantees/securities are proposed to be utilised are given in 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 Company always believed that continuous Research in the field of product development, cost reduction has helped the company in establishing itself as a leader in the field of Customized Speciality paper manufacturers, meeting the desired quality within permissible cost budgets.

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 efficient energy consumption is not only essential for improving operational efficiency but also plays an important role in mitigating the impact of global warming and climate change. Accordingly, the Company continues to undertake appropriate measures to conserve energy, improve energy efficiency and reduce overall energy consumption. In this regard, various key initiatives taken by the Company are outlined below:

i. Solar Power Plant at Paithan is generating around 18,00,000 units as a step towards green energy. In addition the company is further exploring putting up the solar energy in its Vapi plant.

ii. After enhancement of capacity of Sulphuric Acid plant, Unit Nath Chemical has surplus steam generation even after meeting its power and steam requirement which is being used in its unit Rama paper, thereby saving huge coal consumption. Further the negotiations are under way for export of surplus steam to potential customer which will fulfil their steam requirement thereby conserving the nature.

iii. The process of 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 2025-26. The rupee equivalent of that amount has been given hereunder:

Particulars	Rs. In Crores
Total Earnings	36.38
Total Expenditure	93.54

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to the employees of the Company for their continued commitment, dedication, support and cooperation, which have contributed significantly to the Companys performance and achievement of its objectives during the year under review.

The Board also acknowledges with gratitude the continued support, cooperation and confidence extended by the Companys customers, suppliers, financial institutions, regulatory authorities, investors and other stakeholders during the year under review. The Board looks forward to their continued support and association in the years ahead.

	For and on behalf of the Board,
	Akash Kagliwal
Place: Mumbai	Managing Director
Date: 31.08.2026	(DIN:01691724)