DIRECTORS' REPORT

Your directors' have pleasure in presenting the 51^st Annual Report on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March 2026.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2026.

BUSINESS PERFORMANCE:

During the year under review, the Company has a Net Profit of Rs. 183.66 lakhs against a Net loss of Rs. (700.22) lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements.

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business for the financial year ended 31.03.2026.

SHARE CAPITAL:

There are no changes in the Authorized Share Capital and Paid-up Share Capital of the Company during the year ended 31st March, 2026.

Further, the Board of Directors had approved a proposal for raising funds through a preferential issue of equity shares during the Financial year 2026-27, subject to the requisite statutory and regulatory approvals. Subsequently, in view of the significant decline in the market price of the Company's equity shares and after considering the overall commercial interests of the Company and its stakeholders, the Board decided to withdraw the proposed preferential issue. Accordingly, no equity shares were issued pursuant to the said proposal.

DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year 2025-26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2025-26.

TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year.

DEPOSITS:

During the financial year 2025-26, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC 2, are appended as Annexure I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures) Requirements Regulations, the Management Discussion and Analysis Report is enclosed below.

a) Industry Structure and Developments

The Company is engaged in the manufacture and supply of industrial gases in both liquid and gaseous forms. As part of its ongoing business strategy to optimize operations and improve operational efficiency, the Company has undertaken a rationalization of certain manufacturing facilities while continuing to serve its customers through its remaining operational units and long-term supply arrangements.

The production activities at the Perundurai Unit were permanently discontinued with effect from 12^th May 2025. Further, the Liquid Manufacturing Plant and related machinery at the Pondicherry Unit were permanently closed with effect from 07^th April 2026.

However, the remaining operations at the Pondicherry Unit, including the Land and Building, Gas Filling Unit, and the newly established Nitrous Oxide Plant and Mathur Cylinder filling unit, will continue to operate and manufacture products as part of the Company's ongoing business activities.

b) Opportunities and Threats:

Company is engaged in the production of high-quality lifesaving products for many decades and have long term business tie-up with customers. The major challenge facing by the Company is the repeated Power tariff escalation and the steep hike in various overheads. Company is unable to raise the retail price of its products due to the severe competition aroused after the out-break of Covid-19 pandemic.

c) Segment wise performance:

Presently, the Company has one manufacturing segment engaged in the production of industrial gases in both liquid and gaseous forms at its plant situated in Puducherry.

The plant at the Puducherry Unit has been operating at full capacity, despite the permanent closure of the Liquid Production Unit. The Company's products are widely used in hospitals and various industrial sectors, and they continue to maintain a competitive position in the market.

d) Outlook:

The Company will continue to evaluate suitable business opportunities and focus on strengthening its operational and financial position. Management remains committed to exploring avenues for future growth while maintaining prudent financial and operational discipline. The Company will continue to monitor economic and regulatory developments and take appropriate measures to support its long-term objectives.

e) Risks and Concerns:

Since the products are facing severe competition from other manufacturers, Company is forced to compromise its retail price to retain its share in the market.

f) Internal Control System and their Adequacy:

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

g) Discussion on financial performance with respect to operational performance:

The financial performance of the Company during the year under review is in line with its operational performance. The Company continued to carry out its business operations efficiently, with a focus on operational effectiveness, cost optimization, and prudent financial management.

The operational results are adequately reflected in the financial statements. There were no material operational events during the year that had a significant adverse impact on the financial performance of the Company. The management remains committed to improving operational efficiency, enhancing productivity, and achieving sustainable growth while maintaining financial discipline.

h) Material Developments in Human Resources / Industrial Relations Front:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

i) Details of Significant changes:

There were no significant changes in the financial position or affairs of the Company during the financial year under review or after the close of the financial year up to the date of this Report.

j) Details of any change in Return on Net Worth

There was no material change in the net worth of the Company during the financial year under review. The net worth remained substantially stable and reflects the overall financial position of the Company.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

BOARD POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.nolgroup.com

• Code of conduct for Directors and Senior Management

• Board Diversity Policy

• Policy on determining materiality of events

• Policy on documents preservation and archival

• Terms of appointment of Independent Directors

• Policy on Related Party Transactions

• Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013

• Code Of Conduct for Insider Trading and Corporate Disclosure Practices

• Code Of Conduct for Board of Directors

• Whistle Blower Policy

• Policy on Material Subsidiaries

• Policy on Code of Conduct

• Familiarization Program for Independent Directors

• Corporate Social Responsibility Policy

• Risk Management Policy

• Succession Plan for appointment of Board and Senior Management

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.nolgroup.com

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive

attributes, and independence of a director. and is available in the company website www.nolgroup.com

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2026 is as follows:

Ý Shri Shanmugavadivel Siva Independent Director (Chairman)

Ý Smt Mona Milan Parekh Independent Director (Member)

Ý Smt Santa Saraf Director (Member)

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.nolgroup.com

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members

1. Smt. Mona Milan Parekh

2. Smt. Sarita Saraf

The Committee met once in the financial year 2025-26. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2025-26, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

SUBSIDIARY / TOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, except for the sale of land and building subsequent to the year-end, resulting in an exceptional profit. Further, there is no order passed by any regulator, court, or tribunal that has an impact on the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

AUDITORSStatutory Auditors

M/S. PSDY & Associates, Chartered Accountant, (Firm Registration Number: 010625S) was appointed as statutory auditor by shareholders of the company for a term of five years in the 47^th Annual General Meeting held on 30^th August 2022 and they continued to be the Auditors of the company till 52^{nd Annual} General Meeting to be held in the year 2027.

COMMENT ON STATUTORY AUDITOR'S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/S. PSDY & Associates, Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai (Peer Review No. 6608/2025), were appointed as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 50th Annual General Meeting and

continuing until the conclusion of the 55th Annual General Meeting.

The Secretarial Audit Report received from the Secretarial Auditors for the financial year under review is annexed to this Report as Annexure II.

Qualification in Secretarial Audit Report

There are no material qualifications in the Secretarial Report.

BOARD OF DIRECTORS' EXPLANATION OR COMMENTS:

There are no qualifications in the Audit Report & Secretarial Audit Report for the financial year 2025-26

Internal Auditors

Mr. R. Bala Subramanian, Chartered Accountant, is the Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements

Cost Auditor

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a

tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

Change in Board of Director:

• Mr. Rajesh Kumar Saraf (having DIN: 00007353) who retires from office by rotation and being eligible offers himself for reappointment.

• The Board took note sad demise of Mr. Gajanand Saraf (DIN: 00007320), [Whole-time Director], who passed away on 06.04.2026.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is having accumulated losses and not having profits more than Rs. 5 Crores or net worth more than Rs. 500 Crores or Turnover of more than Rs. 1000 Crores in the previous financial year and therefore Constituting of a CSR Committee and its Compliance in accordance with the provisions of Section 135 of the Act, does not arise.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards' functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made.

INDEPENDENT DIRECTOR'S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2026, which has been relied on by the Company and placed at the Board Meeting.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on Thursday, 12^th Day of February 2026, without the attendance of NonIndependent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.nolgroup.com

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2025-26, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company's website www.nolgroup.com.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

EXTRACT OF ANNUAL RETURN:

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.nolgroup.com.

DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all

applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Board's policy formulated by the Company and is available on the Company website www.nolgroup.com

DIRECTORS' RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and 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 at the end of the Financial Year and of the profit and loss of the Company for the year ended on that date.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

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

Improvements in operating efficiency.

B. TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: NIL

• Benefits derived

• Production improvement: NIL

• Cost Reduction: NIL

• Production development or Import substitution; NIL

• Import Technology; NIL

• Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 202526, a separate report of Corporate Governance is not disclosed in the Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

MATERNITY BENEFIT:

The provisions of the Maternity Benefit Act, 1961, were not applicable to the Company during the financial year under review.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID- 19 PANDEMIC:

Nil

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

There is no change in the remuneration of the KMP as compared to previous Financial Year 2025-26.

LISTING FEES :

The Company confirms that it has paid the annual listing fees for the year 2025-26 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from Thursday, 18th day of September 2025 to Wednesday, 24th day of September 2025 (both days inclusive).

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.