NTIC 10-K & 10-Q changes, risk factors and insider trading

NTIC’s operating results are especially dependent upon the economic health of the economies in the United States, Europe, India and China. Since a significant portion of NTIC’s ZERUST® rust and corrosion inhibiting products and services are sold to customers in the automotive industry, adverse economic conditions affecting the automotive industry or other events that may adversely affect the automotive industry may result in an adverse effect on NTIC’s net sales and its other operating results. In fiscal 2024, several events softened2025, demand remained soft within the automotive industryindustry, which indirectly adversely impacted NTIC, includingdue in part to a decrease in exports of automotive products resulting from tariffs between the UnitedU.S. Autoand Workersboth strike,Mexico and Canada. These tariffs have increased the price of vehicles and increased the risk of automotive plant closures,closure, awhich slowdownmay infurther theindirectly productionadversely ofimpact electricNTIC. vehicles,In the high price of vehicles,addition, high interest rates andcontinued anto overallimpact sluggishthe automotive market.industry and indirectly adversely impacted NTIC. Any weakness in the global economy, particularly the United States, Europe, India and China, and in the automotive industry have negatively impacted and may continue to negatively impact NTIC’s business, operating results, and financial condition.

Increases in inflation may have a negative impact on NTIC’s business. WhileIn the persistentEuropean inflationUnion, experiencedhigh energy prices adversely affected our joint venture sales in fiscal 2022 stabilized in fiscal 20232025 and fiscal 2024, relativelypersistent high levels of inflation in the United States continued to impact the overall demand for NTIC’s products, labor, and the margins NTIC and its joint ventures are able to realize on the sale of products, all of which have had and could continue to have a negative impact on NTIC’s business, financial position, results of operations and cash flows. SustainedIn prior years, sustained levels of high inflation caused the U.S. Federal Reserve and other central banks to increase interest rates. Although the U.S. Federal Reserve has recently lowered interest rates by 0.50 percentage points in September 2024,rates, it is not known whether additional action will be taken to further lower interest rates and if thisthese decrease, and any other decreases,decreases will have an impact on inflation. High rates of interest or similar increases to interest rates in the future could increase the cost of capital available to NTIC and depress economic growth and could also negatively impact our business.

During fiscal 2024,2025, a confluence of factors caused disruptions to international shipping, increasing costs and delaying shipments. AttacksGeopolitically, continued attacks on ships entering the Red Sea en route to the Suez Canal, an important waterway for vessels moving between Asia and the United States, by Houthi rebels in Yemen has forced ships to take longer routes.routes Inaround addition,Africa’s thesouthern sustainedcoast, droughtincreasing inshipping Panamatime reducedand capacitydelaying inshipments. the Panama Canal, further impacting the global supply chain. InA March 2024, a2024 cargo ship crashedcrash into the Francis Scott Key Bridge in the Port of Baltimore, the largest U.S. port by volume for deliveries of automotive vehicles and components, whichcaused leada to thetemporary suspension of activity in the Port of Baltimore, causing shipping vessels to be rerouted, causing congestion and delays in other ports.activities. While the Port of Baltimore opened to maritime traffic on June 10, 2024, the bridge is not expected to be rebuilt until late 2028 and further work to clear out wreckage and continue maintenance of the port may continue to cause delays in the Port of BaltimoreBaltimore. andIn otheraddition, in the first half of fiscal 2025, port strikes on the East Coast portsof wherethe activitiesUnited areStates, rerouted.a key port for European automakers, also contributed to shipping delays. These factors collectively decreased the availability of containers and increased shipping costs in fiscal 2024. Additionally, the change in global routes due to the Suez Canal, Panama Canal and Port of Baltimore disruptions has caused transit times to be extended by approximately two weeks, delaying certain NTIC shipments.2025. Increased shipping costs and delays adversely affected NTIC’s consolidated results of operations during fiscal 2024,2025, and we anticipate that these factors will continue to impact us during fiscal 2025.2026. Similar delays and elevated costs in the future could have a material adverse effect on NTIC’s consolidated results of operations. Furthermore, transportation delays, increased shipping containers rates, closures or disruptions of businesses and facilities or social, economic, political or labor instability in the affected areas may impact the operations of NTIC’s suppliers, which could in turn adversely affect NTIC, and its revenues and operating costs. Any of these disruptions may negatively impact NTIC’s business, operating results, and financial condition.

NTIC relies on suppliers for certain raw materials and components used in its products. For reasons of quality assurance, cost effectiveness, or availability, NTIC procures certain raw materials and components from sole or limited source suppliers. Among the limited source suppliers NTIC does business with are the manufacturers of plastic resins used in Natur-Tec® products. NTIC generally acquires these and other raw materials and components through purchase orders placed in the ordinary course of business, and as a result, NTIC does not have a significant inventory of these materials and components and does not have any guaranteed or contractual supply arrangements with many of these suppliers for these materials and components. Although NTIC may attempt to increase storage of raw materials to hedge against rising prices or potential shortages, it may not be able to do so on reasonable terms or at all. NTIC’s dependence on third-party suppliers involves several risks, including limited control over pricing, availability, quality, and delivery schedules, as well as manufacturing yields and costs. Suppliers of such raw materials and components may decide, or be required, for reasons beyond NTIC’s control, to cease supplying such raw materials and components to NTIC or to raise their prices.

Shortages of raw materials, quality control problems, production capacity constraints, or delays by suppliers could negatively affect NTIC’s ability to meet its production obligations and result in increased prices for affected parts, and NTIC may be forced to find new suppliers for certain raw materials. The rapid growth in demand for bioplastics products globally has increased the demand and the volatility of the price for plastic resins, and limited suppliers of such plastic resins may experience shortages caused by demand outpacing their production capabilities, which could result in NTIC’s inability to produce its Natur-Tec® products promptly or in the volumes demanded. Any such shortages, constraints, or delays may result in delays in shipments of products or components, which could adversely affect NTIC’s net sales and other operating results and its reputation. From time to time, materials and components used in NTIC’s products are subject to allocation because of shortages of these materials and components.

NTIC uses certain raw materials and components in its products, including in particular plastic resins, which are subject to price increases. In light of higher demand and freight issuescosts in fiscal 2024,2025, certain raw materials used in the manufacture of NTIC’s Natur-Tec® products were at times unavailable or were available only at higher costs, which adversely affected gross margins on NTIC’s Natur-Tec® products. If similar shortages of raw materials arise again in the future, the cost and/or production of NTIC’s products could be adversely affected. Additionally, the Russia-Ukraine war between Russia and Ukrainegeopolitical andtensions in the resultingMiddle sanctions by U.S. and European governmentsEast have resulted in and may continue to result in commodity price fluctuations, which have decreased our margins and the margins of our joint ventures and resulted in decreased joint venture profitability, which will likely continue duringthrough fiscal 2024.2026. Finally,In addition, changes to international trade agreementsagreements, couldincluding resultrecent in additionalU.S. tariffs, duties,continue orto other charges onaffect raw materials or components we import into the U.S. To reduce exposure to these and other tariffs, NTIC may be required to consider alternative sourcing or manufacturing, in-house production, or regionalized manufacturing, which may require significant ramp-up time and expense or which may not be available on feasible terms at all.

NTIC relies on others for its productionproduction, and any interruptions of these arrangements could disrupt NTIC’s ability to fill its customers’ orders.

There is significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs. Within recent years, for example, trade policy changes included the imposition of additional tariffs on imported products in an effort to address trade imbalances, specifically with China, the withdrawal of the U.S. from the Trans-Pacific Partnership, the renegotiation of the North American Free Trade Agreement, and sanctions on Russia. On April 2, 2025, the Trump administration implemented additional tariffs on 180 countries and territories, which range from 10% to 125%. Although these tariffs were subsequently paused in part for 90 days, and although some rates have been negotiated, it is uncertain whether and to what extent they will ultimately become effective. In response to some of these actions, certain countries imposed retaliatory actions against the United States, including reciprocal tariffs. On July 31, 2025, another executive order was issued amending previous executive orders, including adjusting the reciprocal tariffs. An oversupply of inexpensive goods from China has raised concerns of dumping, which may cause the further imposition of tariffs or other trade regulations by the U.S. NTIC andNTIC, its subsidiaries and joint ventures engage in sales outside of the United States and is, therefore, negatively impacted by such actions. TheDue incomingto Trumpthis administrationchanging haslandscape, announcedit intentionsis unknown to what extent tariffs will adversely affect NTIC’s operations. Tariffs may cause NTIC to increase tariffsprices, byface 10%decreased profit margins, and/or pause deliveries from countries subject to high tariffs. NTIC may also need to seek alternative sourcing or moremanufacturing, in-house production, or regionalized manufacturing, which may require significant ramp-up time and expense or which may not be available on imports,feasible includingterms aat 60%all. increaseThese onfactors goodsmay fromaffect China,production whicheconomics, couldcustomer leadpricing, and competitive positioning, particularly in markets where the Company competes with local producers not subject to correspondingcomparable punitivetariff actionsexposure. byThese theor countries with which the U.S. trades. Anyother changes or potential changes in trade policies in the United States and the potential corresponding actions by other countries in which NTIC does business could adversely and materially affect NTIC’s business, results of operations, and financial condition.

The global automotive industry is experiencing a period of significant technological change, including the development and use of electric vehicles, whichwhich, compared to non-electric vehicles, do not contain as many metal components that require NTIC’s ZERUST® products and solutions. During fiscal 2024,2025, the automobile sector represented approximately 40-45% of ZERUST® industrial net sales in North America and 55-60% of net sales of NTIC’s joint ventures. WhileAlthough there was athe slowdown in electric vehicle production continued in fiscal 2024,2025, NTIC continues to seek additional applications of its ZERUST® products and solutions related to electric vehicles and batteries, which will likely continue to have an increasing presence in the automotive market. However, increased demand for electric vehicles, which do not contain as many components requiring these products and solutions,vehicles will still adversely affect NTIC’s net sales and other operating results and business.

NTIC sells products and services directly, through its wholly-ownedwholly owned and majority-owned subsidiaries, and indirectly, via a network of joint ventures, independent distributors, manufacturer’s sales representatives, and agents in over 65 countries, including countries in North America, South America, Europe, Asia, and the Middle East. One of NTIC’s strategic objectives is the continued expansion of its international operations. The expansion of NTIC’s existing international operations and entry into additional international markets requires management attention and financial resources. For example, NTIC’s expansion of oil and gas activities in the Middle East has faced challenges due to operating a new business unit, coordinating with a new sales team, the ability to find resources and local support, and limited experience in this new space, requiring additional management and financial support. Whether and to what extent such issues persist cannot be predicted.

NTIC considers its joint venture in Germany (EXCOR) to be individually significant to NTIC’s consolidated assets and income and, therefore, provides certain additional information regarding EXCOR in the notes to NTIC’s consolidated financial statements and in certain sections of this report. Of the total equity in income from joint ventures of $4,223,296 during fiscal 2024, NTIC had equity in income from joint ventures of $2,299,274 attributable to EXCOR. Of the total fee income for services provided to joint ventures of $5,251,782 during fiscal 2024, fees of $828,932 were attributable to EXCOR. Accordingly, if sales of NTIC’s products and services by this joint venture were to significantly decline or if NTIC’s relationships with this joint venture were to significantly deteriorate such that the joint venture terminated or was not motivated to sell NTIC’s products and services, NTIC’s operating results likely would be adversely affected. While this is also true with respect to the other joint venture entities of which additional information is provided in NTIC’s consolidated financial statements and in certain other sections of this report, the significance is not as great as with EXCOR. EXCOR’s profitability has decreased over the past few years as compared to prior years, which has adversely affected NTIC’s financial results.

The ongoing warswar between Russia and Ukraine and Israelthe andconflicts Hamasin the Middle East may adversely affect NTIC’s business and results of operations.

Given the nature of NTIC’s business and its global operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks, such as the ongoingRussia-Ukraine wars between Russiawar and Ukraineongoing andconflicts Israelin andthe Hamas,Middle East, may adversely affect NTIC’s business and results of operations.

The ongoing warconflicts betweenin Israelthe andMiddle HamasEast, including the Israel-Hamas war, may adversely affect NTIC’s business and results of operations. On October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, which is ongoing as of the date of this filing. Hostilities have occasionally escalated, impacting surrounding countries in the Middle East. Although the length, impact and outcome of thisthese conflictconflicts between Israel and Hamas areremain highly unpredictable, it could lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions. It is not possible at this time to predict or determine the ultimate consequences of this conflict.

To the extent the ongoing warconflicts betweenin Israelthe andMiddle HamasEast, including the Israel-Hamas war, adversely affects NTIC’s business, it may also have the effect of heightening many other risks disclosed herein, any of which could materially and adversely affect NTIC’s business and results of operations. Such risks include, but are not limited to, adverse effects on the oil and gas industry, adverse effects on macroeconomic conditions, including inflation, demand for NTIC’s products and potential recessionary economic conditions; increased cyber security threats; adverse changes in trade policies, taxes, government regulations, and tariffs; NTIC’s ability to implement and execute its business strategy, particularly with regard to its joint ventures; disruptions in global supply chains; its exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.

The results of operations and future prospects of NTIC China may be adversely affected by, among other things, changes in China’s political, economic, and social conditions, escalating tensions between China and Taiwan, changes in the relationship between China and its western trade partners, changes in policies of the Chinese government, changes in laws and regulations or in the interpretation of existing laws and regulations, changes in foreign exchange regulations, measures that may be introduced to control inflation, such as interest rate increases, changes in the rates or methods of taxation, and increasing tensions between the United States and China. In addition, changes in demand could result from increased competition with local Chinese manufacturers who have cost advantages or who may be preferred suppliers for Chinese end users. In fiscal 2025, there was a continued reduction of export to the U.S. and Europe from China as the Chinese government focused on domestic consumption to maintain gross domestic product growth. Also, Chinese commercial laws, regulations, and interpretations applicable to non-Chinese owned market participants, such as NTIC China, are continually changing, and such changes may require NTIC China to change how it conducts its business. These laws, regulations, and interpretations could impose restrictions on NTIC’s and NTIC China’s ownership or operations or NTIC’s interests in China and could adversely affect NTIC’s business, results of operations, and financial condition.

Local regulations in China relatedrelating to the 2021 electric power shortage thathave beganbeen inongoing 2021and may adversely affect NTIC China’s operations or the operations of our suppliers with facilities in China. For example, these regulations could result in partial or complete factory shutdowns due to a lack of continuous supply of electrical power. Additionally, the price of electric power may be increased, and peak-demand periods during which prices are higher may be extended by local governments. Certain of our resin suppliers with facilities in China were adversely impacted by these regulations, which contributed to constrained supply. Although NTIC China’s operations have not been significantly impacted by regulations related to electric power shortages to date, updates to such regulations may in the future decrease or shut down production or increase product costs, which could adversely affect NTIC’s business, results of operations, and financial condition.

NTIC conducts business, or is contemplating expansion, in developing markets with economies that tend to be more volatile than those in the United States and Western Europe. The risk of doing business in developing markets such as China, Brazil, India, Russia, the United Arab Emirates, Mexico, and other economically volatile areas could adversely affect NTIC’s operations and earnings. Such risks include the financial instability among customers in these regions, political instability, fraud or corruption, and other non-economic factors, and irregular trade flows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developing countries can be vague, inconsistently administered, and retroactively applied. If NTIC is deemed not to be in compliance with applicable laws in developing countries where NTIC conducts business, its prospects and business in those countries could be harmed, which could then have a material adverse impact on NTIC’s operating results and financial position. NTIC’s failure to successfully manage economic, political, and other risks relating to doing business in developing countries and economically and politically volatile areas could adversely affect its business.

NTIC uses third-party manufacturers to produce the majority of its products. In addition, NTIC relies upon certain contractors for logistical services. Although NTIC’s arrangements with its contract manufacturers and contractors may contain provisions for warranty expense reimbursement, NTIC may remain responsible to its customers for warranty service in the event of product defects and could experience an unanticipated product defectdefects or warranty liability. In addition, product defects could harm NTIC’s reputation amongst its customers.

The commercial success of NTIC’s Natur-Tec® resin compounds and finished products depends on the continued expansion of the market for biodegradable plastics and widespread market acceptance of products manufactured with bio-based and biodegradable resins, which may result, in part, from government policies promoting sustainable practices at the federal, state or local level. For example, many U.S. states and municipalities have taken action or are considering laws to ban certain single-use plastics, often focusing efforts on single-use plastic bags and plastic straws. However, existingthe federalTrump rulesadministration andhas regulationsreversed favorablemany policies related to the market for biodegradable plasticsplastics, which may beadversely subjectaffect to change under the incoming Trump administration. Internationally, the government of India announced a phased ban on the manufacture and sale of single-use plastics beginning in July 2022. Similarly, in January 2021, China implemented a ban on single-use plastic utensils, bags and certain other single-use plastic items. Despite these efforts and other measures taken at the federal, state and local levels, including policies related to the collection of organics, it is currently difficult to assess or predict with any assurance the potential size, timing, and viability of market opportunitiesdemand for NTIC’s Natur-Tec® resin compounds and finished products. Additionally, whiledifferent legislationrequirements hasfor helpedwhat increasequalifies a product as “compostable” under various state and local laws may have variable impacts on demand for bioplastics,these a lack of enforcement and higher costs associated with bioplastics have adversely impacted the demand anticipated to stem from such legislation.products.

Seasonality of Installations: In the past, NTIC has experienced some seasonality with respect to the sale of its ZERUST® rust and corrosion inhibiting products into the oil and gas industry, with sales during parts of the second and third fiscal quarters being adversely affected by winter in the United States. However, in fiscal 2023 and fiscal 2024, this seasonality decreased somewhat as opportunities increased globally.

Fluctuations of Crude Oil Prices: The sale of NTIC’s ZERUST® rust and corrosion inhibiting products into the oil and gas industry, particularly in the United States, has historically been hampered by low/unstable global crude oil prices. TheDuring fiscal 2025, crude oil prices declined due to fears of recession, the Organization of the Petroleum Exporting Countries increasing output, and Saudi Arabia lowering prices to major customers in Asia. In January 2025, the U.S. Department of Energy forecasted a steady decline in the price of crudeoil, oilwith remainedan moderateaverage cost of $81 per barrel in 2024 and relativelyan stableexpected decline to $66 per barrel by 2026. Fluctuations continue to be expected in fiscal 2024, partiallypart due to decreasedthe inflationaryRussia-Ukraine pressureswar and amplethe globalongoing supplies.conflicts in the Middle East. NTIC believes low global crude oil prices constrain capital improvement budgets of its existing and prospective customers and may result in personnel turnover at its oil and gas customers or prospects. Additionally, NTIC believes the ongoing warsRussia-Ukraine between Russiawar and Ukraineongoing andconflicts Israelin andthe HamasMiddle East, including the Israel-Hamas war, may create uncertainty among its existing and prospective customers, which may cause them to halt oil and gas projects or elect to decrease capital improvement budgets, either of which could harm NTIC’s ability to sell its products into the oil and gas industry.

NTIC’s business, properties, and products are subject to a wide variety of international, federal, state, and local laws, rules, taxes, and regulations relating to the protection of the environment, natural resources, and worker health and safety and the use, management, storage, and disposal of hazardous substances, wastes, and other regulated materials. These laws, rules, and regulations may affect the way NTIC conducts its operations, and the failure to comply with these regulations could lead to fines and other penalties. In the future, new environmental laws, rules, and regulations with provisions similar to those of the Inflation Reduction Act of 2022, which includes measures to reduce emissions, may be enacted, which may adversely affect NTIC’s business. Further, because NTIC owns and operates real property, various environmental laws also may impose liability on NTIC for the costs of cleaning up and responding to hazardous substances that may have been released on NTIC’s property, including releases unknown to NTIC. These environmental laws and regulations also could require NTIC to pay for environmental remediation and response costs at third-party locations where NTIC disposed of or recycled hazardous substances. NTIC’s future costs of complying with the various environmental requirements, as they now exist or may be altered in the future, could adversely affect NTIC’s financial condition and operating results. NTIC is also subject to other international, federal, and state laws, rules, and regulations, the future non-compliance with which may harm NTIC’s business or may adversely affect the demand for some of its products. Changes in laws and regulations, including changes in accounting standards and taxation changes, including tax rate changes, new tax laws, including the changes to U.S. federal tax laws included in the Inflation Reduction Act of 2022, such as a 1% excise tax on stock repurchases, and revised tax law interpretations, also may adversely affect NTIC’s operating results. These laws, rules and regulations may be subject to change by the incoming Trump administration, which has announced intentions to alter environmental and other regulations, although it is not possible at this time to determine whether such actions will be taken and the impactimpacts they may have on NTIC.

Governmental regulation also may adversely affect the demand for some of NTIC’s products and its operating results. For example, the Pipeline and Hazardous Materials Safety Administration (PHMSA) added several new rules with specified deadlines in calendar year 2024.2024, with technical revisions made to go into effect in July 2025. As a result, pipeline owners and operators and several service contractors in the pipeline inspection sector were required to complete preliminary reporting requirements to meet these deadlines. These reporting requirementsrequirements, combined with the current political climate in the United States and competing priorities, significantly delayed pipeline casing protection work in the second and third quarters ofduring fiscal 20242025, pending completion of the compliance work, adversely impacting demand for certain products and NTIC’s operating results. WhileThe weimplementation anticipateof thathigh tariffs and actions taken by the impactDepartment of theseGovernment newEfficiency ruleshave also contributed to uncertainty and deadlinesare willexpected decreaseto incause fiscalfurther 2025,PHMSA resultingapproval inslowdowns auntil resurgencethese infactors clientstabilize, projects,although it is not possible to predict when this might be. Additionally, other regulations may be enacted, causing similar adverse impacts, which impacts or other events may prevent the anticipated resurgence in client projects from materializing.impacts.

The mix of pre-tax income or loss among the tax jurisdictions in which NTIC operates, which have varying tax rates, could impact NTIC’s effective tax rate. For example, NTIC’s effective tax rate was 67.5% for fiscal 2025, compared to 17.3% for fiscal 2024. NTIC is subject to income taxes as well as non-income based taxes in both the United States and various foreign jurisdictions. Judgment is required in determining the worldwide provision for income taxes, other tax liabilities, interest, and penalties. While management expects NTIC’s effective tax rate to normalize in future periods when additional profits are recognized in North American operations, no assurance can be provided that it will. Future events could change management’s assessment. NTIC operates within multiple taxing jurisdictions and is subject to tax audits in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. NTIC also has made assumptions about the realization of deferred tax assets. Changes in these assumptions or jurisdictional regulations could result in a valuation allowance for these assets. Final determination of tax audits or tax disputes may be different from what is currently reflected by NTIC’s income tax provisions and accruals.

As of November 19,20, 2024,2025, Inter Alia Holding Company, or Inter Alia, beneficially owned approximately 12.7% of NTIC’s outstanding common stock. Inter Alia is an entity partially owned by G. Patrick Lynch, NTIC’s President and Chief Executive Officer and director, as well as two other members of the Lynch family. Mr. Lynch shares voting and dispositive power of shares of NTIC’s common stock held by Inter Alia with the other owners. As a result of his share ownership through Inter Alia and his position as President and Chief Executive Officer and director of NTIC, Mr. Lynch may be able to influence the affairs and actions of NTIC, including matters requiring stockholder approval, such as the election of directors and approval of significant corporate transactions. The interests of Mr. Lynch and Inter Alia may differ from the interests of NTIC’s other stockholders. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of NTIC, which could deprive NTIC’s stockholders of an opportunity to receive a premium for their common stock as part of a sale or merger of NTIC, and may negatively affect the market price of NTIC’s common stock. Transactions that could be affected by this concentration of ownership include proxy contests, tender offers, mergers, or other purchases of common stock that could give stockholders the opportunity to realize a premium over the then-prevailing market price for shares of NTIC’s common stock.

In addition, public company stockholders are increasingly sensitive to the climate change impacts and mitigation efforts of companies, are increasingly seeking enhanced disclosure on the risks, challenges, governance implications, and financial impacts of climate change faced by companies and are demanding that companies take a proactive approach to addressing perceived environmental risks, including risks associated with climate change, relating to their operations. In an effort to increase climate change disclosure, on March 6, 2024, the SEC adopted climate disclosure rules that require new climate-related disclosure in SEC filings, as described below. Adverse publicity or climate-related litigation that may result from such enhanced disclosure or stockholder perception could have a negative impact on our business.

NTIC relies on its management information systems , including its recently implemented Enterprise Resource Planning (“ERP”) system, for inventory management, distribution, and other functions. If these information systems fail to adequately perform these functions or if NTIC experiences an interruption in their operation, NTIC’s business and operating results could be adversely affected.

The efficient operation of NTIC’s business is dependent on its management information systems.systems, including its recently implemented new ERP system. NTIC relies on its management information systems to effectively manage accounting and financial functions; manage order entry, order fulfillment, and inventory replenishment processes; and to maintain its research and development data. The failure of management information systems to perform as anticipated could disrupt NTIC’s business and product development and could result in decreased sales, causing NTIC’s business and operating results to suffer. In addition, NTIC’s management information systems are vulnerable to damage or interruption from natural or man-made disasters, including terrorist attacks, attacks by computer viruses or hackers, power loss to computer systems, Internet outages, and telecommunications or data network failure. Any such interruption could adversely affect NTIC’s business and operating results.

NTIC develops and markets proprietary, environmentally beneficial products and services in over 65 countries either directly or via a network of subsidiaries, joint ventures, independent distributors, and agents. NTIC’s primary business is corrosion prevention marketed mainly under the ZERUST® brand. NTIC has been selling its proprietary ZERUST® products and services to the automotive, electronics,general electrical,industrial, mechanical, military,mining, agricultural, and retail consumer markets for over 50 years and, more recently, has also expanded into the oil and gas industry. Additionally, NTIC markets and sells a portfolio of proprietary bio-based and certified compostable (fully biodegradable) polymer resin compounds and finished products under the Natur-Tec® brand. These sustainable packaging products are intended to reduce NTIC’s customers’ carbon footprint and provide environmentally sound waste disposal options.

NTIC’s ZERUST® rust and corrosion inhibiting products include plastic and paper packaging, liquids, coatings, rust removers, cleaners, and diffusers as well as engineered solutions designed specifically for the oilindustries andit gas industry.serves. NTIC also offers worldwide, on-site, technical consulting for rust and corrosion prevention issues. In North America, NTIC sells its ZERUST® corrosion prevention solutions through a network of independent distributors and agents supported by a direct sales force.

Internationally, NTIC sells its ZERUST® corrosion prevention solutions through its wholly-ownedwholly owned subsidiary in China, NTIC (Shanghai) Co., Ltd. (NTIC China), its wholly-ownedwholly owned subsidiary in India, HNTI Limited (Zerust India), its majority-owned joint venture holding company for NTIC’s joint venture investments in the Association of Southeast Asian Nations (ASEAN) region, NTI Asean LLC (NTI Asean), its majority-owned subsidiary in Brazil, Zerust Prevenção de Corrosão S.A (Zerust Brazil), and certain majority-owned and wholly-ownedwholly owned subsidiaries, and joint venture arrangements in North America, Europe, and Asia. NTIC also sells products directly to its European joint venture partners through its wholly-ownedwholly owned subsidiary in Germany, NTIC Europe GmbH (NTI Europe).

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. InNTIC fiscalbelieves 2024,that sales ofits ZERUST® corrosion prevention solutions towill largeminimize customersmaintenance indowntime theon critical oil and gas industry becameinfrastructure, moreextend consistent,the withlife theseof customerssuch beginninginfrastructure, and reduce the risk of environmental pollution due to re-orderleaks products.caused Salesby withincorrosion. theDuring U.S.fiscal also2025, stabilized,NTIC andmade keysignificant customerstrategic relationshipsinvestments havein been expanded. The sale ofits ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter.infrastructure.

With respect to NTIC’s Natur-Tec® business, NTIC markets its Natur-Tec® resin compounds and finished products in North America primarily through a network of regional and national distributors as well as independent agents. NTIC continues to see significant opportunities for finished bioplastic products and, therefore, continues to strengthen and expand its North American distribution network for finished Natur-Tec® bioplastic products. Internationally, NTIC sells its Natur-Tec® resin compounds and finished products both directly and through its wholly-ownedwholly owned subsidiary in China and majority-owned subsidiaries in India and Sri Lanka and through distributors and certain joint ventures.

Net Sales. NTIC derives net sales from the sale of its ZERUST® products and services and its Natur-Tec® products. NTIC sells its ZERUST® products and services and its Natur-Tec® products either directly, through its subsidiaries, or via a network of joint ventures, independent distributors, and agents. Net sales, excluding joint venturesventures, represents net sales by NTIC either directly to end users or to distributors worldwide, but not sales to NTIC’s joint ventures and not sales by NTIC’s joint ventures. NTIC recognizes revenue from the sale of its products primarily upon shipment of the products.

Research and Development Expenses. Research and development expenses include costs associated with the design, development, market analysis, lab testing, and field trials and enhancements of NTIC’s products and services. NTIC expenses all costs related to product research and development as incurred. Research and development expenses reflect the net amount after being reduced by reimbursements related to certain research and development contracts. With respect to such research and development contracts, NTIC accrues proceeds received under the contracts and offsets research and development expenses incurred in equal installments over the timelines associated with completion of the contracts’ specific objectives and milestones.

Net Sales. NTIC’s consolidated net sales increaseddecreased 6.5%1.0% to $84,234,474 during fiscal 2025 compared to $85,059,517 during fiscal 2024 compared to $79,902,952 during fiscal 2023.2024. This increasedecrease was primarily due to increaseddecreased sales and demand for ZERUST® and Natur-Tec® and, to a lesser extent, ZERUST® products.

During fiscal 2024,2025, 74.2% of NTIC’s consolidated net sales were derived from sales of ZERUST® products and services, which increaseddecreased 2.2%1.0% to $62,488,397 compared to $63,092,575 compared to $61,728,364 during fiscal 2023.2024. This increasedecrease was primarily adue resultto of increaseddecreased demand in North America for ZERUST® oil and gas products,products and was partially offset by a slight decrease inincreased demand for ZERUST® industrial products.

ZERUST® industrial net sales decreasedincreased 2.4% during fiscal 20242025 compared to fiscal 20232024 primarily due to decreasedincreased demand for North American ZERUST® industrial products. Overall, demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, construction, agriculture, and mining markets in particular.

ZERUST® oil and gas net sales increaseddecreased 18.3%20.7% during fiscal 20242025 compared to fiscal 20232024 primarily due to increaseddecreased demand. NTIC anticipates that its sales of ZERUST® products and services into the oil and gas industry will continue to remain subject to significant volatility from quarter to quarter as sales are recognized. Demand for oil and gas products around the world depends primarily on market acceptance and the reach of NTIC’s distribution network. Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters. For example, in November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, and construction company to provide advanced corrosion protection solutions for floating production storage and offloading units. The project under this agreement is expected to ramp during fiscal 2026 and run through calendar 2028 with an estimated total value of approximately R$70 million (US$13 million). This includes approximately R$40 million (US$7.4 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially positively affect NTIC’s future quarterly sales and other operating results.

During each of fiscal 2025 and fiscal 2024, 25.8% of NTIC’s consolidated net sales were derived from sales of Natur-Tec® products, compared to 22.7% during fiscal 2023.products. Sales of Natur-Tec® products increaseddecreased 20.9%1.0% to $21,746,077 during fiscal 2025 compared to $21,966,942 during fiscal 2024 comparedprimarily due to $18,174,588reduced pricing to major customers during fiscal 2023 due to increased global demand.2025. The market for biodegradable plastics is expanding worldwide, driven by increasing environmental awareness, regulatory support for sustainable materials, and growing demand for eco-friendly alternatives. As consumers and industries seek to reduce plastic waste, biodegradable plastics offer a viable solution, particularly in sectors like packaging, agriculture, and consumer goods. This trend is further supported by government policies promoting sustainable practices and by advances in biodegradable technology, which make these materials more accessible and cost-effective.

SellingCost Expenses.of NTIC’sGoods sellingSold. expensesCost of goods sold increased 7.3%2.5% in fiscal 20242025 compared to fiscal 20232024 primarily due to anslightly increasehigher inraw personnelmaterial expenseprices inand reduced pricing to major customers during fiscal 20242025 comparedfor toNatur-Tec® fiscalproducts. 2023.Cost Sellingof expensesgoods sold as a percentage of net sales increased to 19.3%62.4% forduring fiscal 20242025 compared to 19.1%60.3% induring fiscal 20232024 primarily due to increasedthe selling expenses, asfactors noted above, and partially offset by increased net sales.above.

General and AdministrativeSelling Expenses. NTIC’s general and administrativeselling expenses increased 7.7%8.6% in fiscal 20242025 compared to fiscal 20232024 primarily due to increased professionalpersonnel servicesexpense in fiscal 2025 as a result of an expansion in the ZERUST® oil and travelgas andsales personnel expenses during fiscal 2024 compared to fiscal 2023.team. As a percentage of net sales, general and administrativeselling expenses increased to 16.7%21.2% for fiscal 20242025 fromcompared 16.5%to for19.3% in fiscal 20232024 primarily due to increased generalselling expenses and administrative expenses, as noted above, and partially offset by increaseddecreased net sales.

InterestResearch Expense.and Development Expenses. NTIC’s interestresearch expenseand decreaseddevelopment toexpenses $340,129increased 4.9% in fiscal 20242025 compared to $461,805 in fiscal 20232024 primarily due to decreasedcontinued outstandinginvestment averagein borrowingsnew duringproduct fiscal 2024.development.

Net Income Attributable to NTIC. Net income attributable to NTIC increaseddecreased to $17,619, or $0.00 per diluted common share, for fiscal 2025 compared to $5,409,082, or $0.55 per diluted common share, for fiscal 2024 compared to $2,912,276, or $0.30 per diluted common share, for fiscal 2023.2024. This increasedecrease was a primarily due to theincreases increasein operating expenses, decreases in gross profit,margin partially offset by the decrease inand income from our joint venture operations and increasethe other expense incurred as a result of the Customs issue in certainChina operatingdiscussed expenses.above. This decrease in net income attributable to NTIC was partially offset by the one-time ERC payment received during fiscal 2025.

NTIC’s working capital, defined as current assets less current liabilities, was $20,438,722 as of August 31, 2025, including $7,250,523 in cash and cash equivalents, $9,329,021 outstanding under NTIC’s line of credit, $2,804,695 outstanding under NTIC China’s term loans and $522,545 outstanding under Natur-Tec India’s term loan, compared to $23,682,276 as of August 31, 2024, including $4,952,184 in cash and cash equivalents, $4,291,608 outstanding under NTIC’s line of credit and $2,820,835 outstanding under NTIC China’s term loans,loans. comparedReducing todebt $22,950,184through aspositive of August 31, 2023, including $5,406,173 inoperating cash and cash equivalents, $3,600,000 outstanding under NTIC’s line of creditflow and $2,757,176improving outstandingworking undercapital NTICefficiencies China’swill termbe loans.a strategic focus for fiscal 2026.

NTIC also expects to use some of its capital resources to acquire the remaining ownership interests of joint ventures not owned by NTIC as they become available or appropriate and for the formation of one or more new subsidiaries to assume the operations of a joint venture. Some of these joint venture transactionstransitions may materially impact NTIC’s results of operations for a particular reporting period.

Borrowings under the Credit Agreement bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The term “CB Floating Rate” means the greater of the Prime Rate in the United States or 2.50%. The term “Adjusted SOFR Rate” means the term secured overnight financing rate for either one, three or six months (depending on the interest period selected by NTIC) plus 0.10% per annum. With respect to any borrowings using an Adjusted SOFR Rate, there is an applicable margin of 2.15%2.35% applied per annum. There is no applicable margin with respect to borrowings using a CB Floating Rate. The weighted average interest rate was 6.61% for fiscal 2025.

To secure the Credit Agreement, the CompanyNTIC assigned to JPM a continuing security interest in all of its right, title and interestedinterest in collateral made up forof the assets of the Company.NTIC.

The Credit Agreement contains customary affirmative and negative covenants, including, among other matters, limitations on NTIC’s ability to incur additional debt, grant liens, engage in certain business operations and transactions, make certain investments, modify its organizational documents or form any new subsidiaries, subject to certain exceptions. Further, the Credit Agreement contains a negative covenant that restricts the ability of NTIC to redeem or repurchase its common stock or pay dividends if the result of which would cause an event of default under the Credit Agreement. The Credit Agreement also requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.25 to 1.00. The term “Fixed Charge Coverage Ratio” means the ratio, computed for the NTIC on a consolidated basis, of net income plus income tax expense, plus amortization expense, plus depreciation expense, plus interest expense, and plus dividends received from joint ventures, minus unfinanced capital expenditures and equity in income from joint ventures, all computed for the twelve month period then ending, to scheduled principal payments made, plus scheduled finance lease payments made, plus interest expense paid, plus income tax expense paid, and plus cash distributions and dividends paid, all computed for the same twelve month period then ending.

The Credit Agreement also contains customary events of default, including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, breach of any financial covenant and change of control. Upon the occurrence and during the continuance of any event of default, JPM may accelerate the payment of the obligations thereunder and exercise various other customary default remedies. As of August 31, 2024, NTIC was in compliance with all debt covenants under the Credit Agreement.

On each of April 10,22, 20232025 and May 30,29, 2023,2025, the Company’sNTIC’s wholly owned subsidiary in China, NTIC China, entered into a loan agreement with China Construction Bank Corporation. Each term loan provided NTIC China with a RMB 10,000,000 (USD $1.45$1.39 million). The term loans mature in April 20252026 and JuneMay 2025,2026, respectively, unless extended. BothIt is anticipated that each term loansloan havewill be extended for an additional one-year period. The term loan that matures in April 2026 has an annual interest rate of 3.25%2.75% with interest due monthly, and the term loan that matures in May 2026 has an annual interest rate of 2.96% with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC was in compliance with the covenants as of August 31, 2024.2025. The current outstanding balance as of August 31, 20242025 for both term loans is a total of USD $2,820,835.$2,804,695.

Net cash provided by operating activities during fiscal 2025 was $2,442,955, which resulted principally from NTIC’s net income, dividends received from joint ventures, depreciation and amortization expense, stock-based compensation and changes in working capital, deferred income tax, partially offset by equity in income from joint ventures and changes in working capital. Net cash provided by operating activities during fiscal 2024 was $5,883,193, which resulted principally from NTIC’s net income, dividends received from joint ventures, dividends receivable from joint venture, depreciation and amortization expense, stock-based compensation and changes in working capital, partially offset by equity in income from joint ventures, deferred income tax and an increase in trade receivables and inventories. Net cash provided by operating activities during fiscal 2023 was $5,541,219, which resulted principally from NTIC’s net income, dividends received from joint ventures, depreciation and amortization expense, stock-based compensation and a decrease in inventory, partially offset by deferred income tax and equity in income from joint ventures and an increase in accounts receivable and a decrease in accounts payable.

NTIC experienced ana increasedecrease in trade receivables and an increase in inventory as of August 31, 20242025 compared to August 31, 2023.2024. Trade receivables, excluding joint ventures,receivables as of August 31, 20242025 increaseddecreased $3,152,937$743,849 compared to August 31, 2023,2024, primarily related to atiming correlatingdifferences increase inof sales and timing differences.collections.

Outstanding trade receivables, excluding joint ventures balances,receivables increased by an average of 32 days to an average of 8380 days from balances outstanding from these customers as of August 31, 20242025 from an average of 8082 days as of August 31, 2023.2024.

Subsequent to the end of fiscal 2025, on October 15, 2025, NTIC’s Board of Directors declared a cash dividend of $0.01 per share of NTIC’s common stock, payable on November 12, 2025 to stockholders of record on October 29, 2025. The declaration of future dividends is not guaranteed and will be determined by NTIC’s Board of Directors in light of conditions then existing, including NTIC’s earnings, financial condition, cash requirements, restrictions in financing agreements, business conditions, and other factors.

NTIC spent $3,298,067$3,950,323 on capital expenditures during fiscal 2024,2025, which related primarily to facility improvements to the warehouse facility NTIC purchased during fiscal 2023 and the installation of a new Enterprise Resource Planning (ERP) software system and associated equipment. NTIC expects to spend an aggregate of approximately $1,600,000$3,000,000 to $2,100,000$4,500,000 on capital expenditures during fiscal 2025,2026, which it expects will relate primarily to construction of new buildings and warehouses in India and Brazil, as well as the purchase of new equipment and facility improvements.improvements in the United States.

Inflation in the United States and abroad historically has had minimal effect on NTIC and did not adversely affect NTIC’s gross margins during fiscal 2024.2025. NTIC believes there is some seasonality in its business. NTIC’s net sales in the second fiscal quarter wereare typically adversely affected by the long Chinese New Year, the North American holiday season, and overall less corrosion taking place at lower winter temperatures worldwide.

Although Item 1A. is inapplicable to NTIC as a smaller reporting company, NTIC hereby discloses the following newupdated risk factor:

One of NTIC’s strategic initiatives is to expand into and penetrate other markets for its ZERUST® corrosion prevention technologies. Consequently, for the past several years, NTIC has focused significant sales and marketing efforts on the oil and gas industry, as the infrastructure that supports that industry is typically constructed using metals that are highly susceptible to corrosion. NTIC believes that its ZERUST® corrosion prevention solutions will minimize maintenance downtime on critical oil and gas industry infrastructure, extend the life of such infrastructure, and reduce the risk of environmental pollution due to leaks caused by corrosion. During the sixnine months ended FebruaryMay 28,31, 2026, NTIC continued to make strategic investments in its ZERUST® oil and gas sales infrastructure specifically to support ZIS UAE.

NTIC markets and sells its ZERUST® rust and corrosion prevention solutions to customers in the oil and gas industry in a continuously increasing number of countries either directly, through its subsidiaries, or through its joint venture partners and other strategic partners. The sale of ZERUST® corrosion prevention solutions to customers in the oil and gas industry typically involves long sales cycles, often including multi-year trial periods with each customer and a slow integration process thereafter. In November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, and construction company to provide advanced corrosion protection solutions for floating production storage and offloading units. The project under this agreement is expected to ramp during fiscal 2026 and run through calendar 2028 with an estimated total value of approximately R$70 million (US$13.1 million). This includes approximately R$40 million (US$7.5 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially and positively affect NTIC’s future quarterly sales and other operating results.

Natur-Tec® bio-based and compostable plastics are manufactured using NTIC’s patented and/or proprietary technologies and are intended to replace conventional petroleum-based plastics. The Natur-Tec® biopolymer resin compound portfolio includes formulations that have been optimized for a variety of applications, including blown-film extrusion, coatings, injection molding, thermoforming, profile extrusion and engineered plastics. These resin compounds are certified to be fully biodegradable in a commercial composting environment and are currently being used to produce finished products, including can liners, shopping and grocery bags, lawn and leaf bags, branded apparel packaging bags and accessories, and various foodservice items, such as disposable cutlery, drinking straws, food-handling gloves, and coated paper products. In North America, NTIC markets its Natur-Tec® resin compounds and finished products primarily through a network of regional and national distributors as well as independent agents. NTIC continues to see significant opportunities for finished bioplastic products and, therefore, continues to strengthen and expand its North American distribution network for finished Natur-Tec® bioplastic products. In first quarter of fiscal 2026, weNTIC entered into a preferred supplier agreement with the nation’s leading specialized distributor for a foodservice and industrial packaging company, which weNTIC expectexpects to translate into higher Natur-Tec® sales growth in fiscal 2026 compared to fiscal 2025.

Highlights of NTIC’s financial results for the three and sixnine months ended FebruaryMay 28,31, 2026 include the following, with increases or decreases in each case as compared to the respective prior fiscal year period:

During the sixnine months ended FebruaryMay 28,31, 2026, NTIC incurred additional costs related to tariffs and expects such costs to continue throughout fiscal 2026. Management has implemented, and expects to continue to implement, proactive measures to mitigate inflationary and supply chain pressures resulting from tariffs through a combination of supplier diversification, regional sourcing initiatives, cost reduction programs, and manufacturing optimization. Management continues to monitor global trade developments and evaluate opportunities to further reduce its exposure to tariffs by localizing production and developing alternative sourcing options where practicable. With respect to NTIC China, a majority of its production and sales are for local consumption. Accordingly, management believes that NTIC China’s exposure to tariffs, including those imposed by the United States, is limited. However, given the complex and evolving nature of global trade policy, there can be no assurance that tariffs or other trade restrictions will not adversely affect NTIC’s net sales, gross margins, or operating results in future periods. Tariffs have had a particular impact on NTIC’s Natur-Tec® business, which relies on the global procurement of raw materials and finished goods. These factors may affect production economics, customer pricing, and competitive positioning, particularly in markets where NTIC competes with local producers not subject to comparable tariff exposure.

The following table sets forth NTIC’s results of operations for the three and sixnine months ended FebruaryMay 28,31, 2026 and February 28, 2025:2025.

Net Sales. NTIC’s consolidated net sales increased 15.3%12.6% and 12.1%12.3% to $21,996,785$24,215,662 and $45,305,666$69,521,265 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $19,072,066 and $40,410,459 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. These increases were primarily due to increased sales and demand for both ZERUSTZerust® and Natur-Tec® products during the current fiscal year periods.

The following table sets forth NTIC’s net sales by product segment for the three and sixnine months ended FebruaryMay 28,31, 2026 and February 28, 2025:

During the three and sixnine months ended FebruaryMay 28,31, 2026, 75.6% and 74.9% of NTIC’s consolidated net sales, respectively, were derived from sales of ZERUST® products and services,services. whichSales of ZERUST® products and services increased 17.9%15.4% and 14.7%15.0% to $16,633,456$18,145,611 and $33,949,652, respectively, compared to $14,112,017 and $29,587,820$52,095,200 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $15,728,637 and $45,316,457 during the three and nine months ended May 31, 2025, respectively. These increases were primarily due to increased demand for ZERUST® oil and gas products and ZERUST® industrial products during the current fiscal year periods.

The following table sets forth NTIC’s net sales of ZERUST® products for the three and sixnine months ended FebruaryMay 28,31, 2026 and February 28, 2025:

ZERUST® industrial net sales increased 11.2%10.3% and 8.9%9.4% during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the same prior fiscal year periods, primarily due to increased demand for North American ZERUST® and NTI China ZERUST® industrial products during the current fiscal year periods. Overall, demand for ZERUST® products and services depends heavily on the overall health of the markets in which NTIC sells its products, including the automotive, construction, agriculture, and mining marketsmarkets, in particular.

ZERUST® oil and gas net sales increased 72.1%72.3% and 65.2%67.3% during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the same prior fiscal year periods primarily due to increased demand, primarily in the Middle East and Brazil, during the current year periods.Brazil. However, the ongoing geopolitical conflict and related disruptions affecting energy markets and shipping routes in the Middle East may increase the volatility of future customer demand, project timing, and order patterns for NTIC’s oil and gas products and services. In addition, NTIC anticipates that its sales of ZERUST® products and services into the oil and gas industry will continue to remain subject to significant volatility from quarter to quarter as sales are recognized. Demand for oil and gas products around the world depends primarily on market acceptance and the reach of NTIC’s distribution network. Because of the typical size of individual orders and overall size of NTIC’s net sales derived from sales of oil and gas products, the timing of one or more orders can materially affect NTIC’s quarterly sales compared to prior fiscal year quarters. For example, in November 2025, Zerust Brazil secured a three-year offshore oil and gas production asset preservation contract with a leading global engineering, procurement, and construction company to provide advanced corrosion protection solutions for floating production storage and offloading units. The project under this agreement is expected to ramp during fiscal 2026 and run through calendar 2028 with an estimated total value of approximately R$70 million (US$13.1 million). This includes approximately R$40 million (US$7.5 million) in materials and approximately R$30 million (US$5.6 million) in engineering and field services. The amount and timing of revenue anticipated to be generated under this agreement may materially and positively affect NTIC’s future quarterly sales and other operating results.

During the three and sixnine months ended FebruaryMay 28,31, 2026, 24.4% and 25.1% of NTIC’s consolidated net sales, respectively,sales were derived from sales of Natur-Tec® products, compared to 26.0%26.9% and 26.8% during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. Sales of Natur-Tec® products increased 8.1%5.0% to $5,363,329$6,070,051 during the three months ended FebruaryMay 28,31, 2026 compared to $4,960,049$5,779,926 during the three months ended FebruaryMay 28,31, 2025. Sales of Natur-Tec® products increased 4.9%5.0% to $11,356,014$17,426,065 during the sixnine months ended FebruaryMay 28,31, 2026 compared to $10,822,639$16,602,565 during the sixnine months ended FebruaryMay 28,31, 2025. These increases were primarily due to timing differences in sales specifically to customers in North America. The market for biodegradable plastics is expanding worldwide, driven by increasing environmental awareness, regulatory support for sustainable materials, and growing demand for eco-friendly alternatives. As consumers and industries seek to reduce plastic waste, biodegradable plastics offer a viable solution, particularly in sectors like packaging, agriculture, and consumer goods. This trend is further supported by government policies promoting sustainable practices and by advances in biodegradable technology, which make these materials more accessible and cost-effective.

Cost of Goods Sold. Cost of goods sold increased 15.2%21.3% and 14.2%16.6% duringfor the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the three and sixnine months ended FebruaryMay 28,31, 2025 primarily due to the increase in sales and slightly higher raw material prices. Cost of goods sold as a percentage of net sales werewas 64.3%66.4% and 64.2%64.9% for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to 64.4%61.6% and 63.0%62.5% forduring each of the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. The slight decrease for the three-month comparison was primarily due to the increase in sales and the slight increase for the six-monththree- comparisonand nine-month comparisons was primarily due to slightly higher raw material prices and discounts on selling prices.

Equity in Income from Joint Ventures. NTIC’s equity in income from joint ventures increased 77.3%56.4% and 32.7%41.1% to $1,100,670$1,517,174 and $2,322,786$3,839,960 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $620,730$970,314 and $1,750,323$2,720,637 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively, primarily due to a modification of the fees for services due to tax planning in the sixnine months ended FebruaryMay 28,31, 2026 for two joint ventures which resulted in a decrease in fees for services and an increase in equity in income for both entities. NTIC’s equity in income from joint ventures fluctuates primarily based on net sales and profitability of the joint ventures during the respective periods. Additionally, of the total equity in income from joint ventures, NTIC had equity in income from joint ventures of $970,355$1,681,054 attributable to EXCOR during the sixnine months ended FebruaryMay 28,31, 2026, compared to $892,001$1,340,674 attributable to EXCOR during the sixnine months ended FebruaryMay 28,31, 2025. This increase was due to the modification of fees noted above. NTIC had equity in income from all other joint ventures of $1,352,431$2,158,906 during the sixnine months ended FebruaryMay 28,31, 2026, compared to $858,322$1,379,963 during the sixnine months ended FebruaryMay 28,31, 2025.

Fees for Services Provided to Joint Ventures. NTIC recognized fee income for services provided to joint ventures of $925,899$1,033,786 and $1,995,156$3,028,942 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $1,070,263$1,302,598 and $2,354,382$3,656,980 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively, representing decreases of 13.5%20.6% and 15.3%,17.2%, respectively, primarily due to a modification of the fees for services plans due to tax planning in fiscal 2026 for two joint ventures, which resulted in a decrease in fees for services and an increase in equity in income for both entities. Fee income for services provided to joint ventures is traditionally a function of the sales made by NTIC’s joint ventures; however, at various joint ventures, the fee income for services is a fixed amount that does not fluctuate with the change in sales experienced by certain joint ventures during the three and sixnine months ended FebruaryMay 28,31, 2026.2025, specifically EXCOR. Net sales at the joint ventures increased 18.6%15.1% and 10.0%11.8% to $23,483,578$26,707,572 and $48,015,009$74,722,581 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $19,799,875$23,211,613 and $43,636,885$66,848,498 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. These increases were primarily due to increases in demand for products at most joint ventures. Net sales of NTIC’s joint ventures are not included in NTIC’s product sales and are not included in NTIC’s consolidated financial statements. Of the total fee income for services provided to joint ventures, fees of $74,081 were attributable to EXCOR during the sixnine months ended FebruaryMay 28,31, 2026, as only one month of fees were recorded before the change in fees was made, compared to fees of $408,056$626,999 attributable to EXCOR during the sixnine months ended FebruaryMay 28,31, 2025.

Selling Expenses. NTIC’s selling expenses increased 12.0%1.2% and 7.2%5.1% forduring the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the same respective periods in fiscal 2025 primarily due to increased personnel expense and strategic investments in ZERUST® oil & gas marketing and sales efforts during the current fiscal year periods compared to the same prior fiscal year periods. Selling expenses as a percentage of net salessales, decreased to 21.4%19.2% and 20.1%19.8% for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, fromcompared 22.1%to 21.4% and 21.0%21.1% for the three and sixnine months ended FebruaryMay 28,31, 2025, respectively, primarily due to increased net sales, partially offset by increased selling expenses.

General and Administrative Expenses. NTIC’s general and administrative expenses increased 8.8%9.9% and 8.1%8.8% for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to the same respective periods in fiscal 2025 primarily due to increased professional services and travel and personnel expenses, which relate in part to increased information technology infrastructure, during the current fiscal year periods compared to the same prior fiscal year periods. As a percentage of net sales, general and administrative expenses decreased to 16.4%17.9% and 17.1%17.4% for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, from 17.4%18.3% and 17.8%17.9% for the same respective periods in fiscal 2025 primarily due to increased net sales, partially offset by increased general and administrative expenses.

Research and Development Expenses. NTIC’sNTIC's research and development expenses decreasedincreased 8.8% and 9.0%6.0% for the three and six months ended FebruaryMay 28,31, 2026, respectively,2026 compared to the same respectiveprior periodsfiscal year period and decreased 4.4% for the nine months ended May 31, 2026 compared to the same prior fiscal year period. The increase for the three-month comparison was primarily due to an increase in fiscalpersonnel 2025expenses and the decrease for the nine-month comparison was primarily due to the transition of expenses from research and development to selling expenses.

Interest Income. NTIC’sNTIC's interest income decreasedincreased to $65,568$64,089 and $102,810 duringfor the three andmonths sixended May 31, 2026 compared to $37,821 for the three months ended FebruaryMay 28,31, 2026,2025 respectively,and decreased to $166,899 for the nine months ended May 31, 2026 compared to $210,156$273,544 and $235,723 duringfor the three and sixnine months ended FebruaryMay 28,31, 2025,2025. respectively,The increase for the three-month comparison was primarily due to changes in invested cash balances and rates of return at various subsidiaries. The decrease for the nine-month comparison was primarily due to interest income recognized during the prior-yearprior periodsfiscal year period related to the payment of the employee retention credit (ERC), which did not repeat in the current fiscal year periods,period, as well as changes in invested cash balances and rates of return at various subsidiaries.

Interest Expense. NTIC’sNTIC's interest expense increased to $196,651$203,872 and $396,617$600,489 during the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $139,155$162,096 and $259,375$421,471 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively,respectively. These increases were primarily due to increased outstanding average borrowings during the current fiscal year periods.

Other Income. NTIC recognized $1,139,756 in other income during the three and sixnine months ended FebruaryMay 28,31, 2025 due to the receipt of the ERC payment. No other income was recognized during the current fiscal year periods. The ERC income was recognized upon receipt of a cash payment in accordance with applicable accounting guidance and was claimed under the suspension test criteria, as described in Note 1 to NTIC’s consolidated financial statements for the fiscal year ended August 31, 2025. The ERC payment was a one-time event and does not represent recurring operational revenue.

Income Before Income Tax Expense. NTIC had income before income tax expense of $251,691$375,547 and $1,022,599$1,398,146 for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $877,824$742,912 and $1,889,842$2,632,754 for the three and sixnine months ended FebruaryMay 28,31, 2025, respectively.

Income Tax Expense. Income tax expense was $75,490$392,802 and $340,519$733,321 for the three and sixnine months ended FebruaryMay 28,31, 2026, respectively, compared to $275,197$410,461 and $493,068$903,529 during the three and sixnine months ended FebruaryMay 28,31, 2025, respectively. Income tax expense was calculated based on management’s estimate of NTIC’s annual effective income tax rate.

NTIC considers the earnings of certain foreign joint ventures to be indefinitely invested outside the United States on the basis of estimates that NTIC’s future domestic cash generation will be sufficient to meet future domestic cash needs. As a result, U.S. income and foreign withholding taxes have not been recognized on the cumulative undistributed earnings of $28,803,395$29,415,417 and $27,667,432 as of FebruaryMay 28,31, 2026,2026 and August 31, 2025, respectively. To the extent undistributed earnings of NTIC’s joint ventures are distributed in the future, they are not expected to result in any material additional income tax liability after the application of foreign tax credits.

Net (Loss) Income Attributable to NTIC. Net loss attributable to NTIC was $35,323,$263,291, or $0.00$0.03 per diluted common share, for the three months ended FebruaryMay 28,31, 2026, compared to $121,775, or $0.01 per diluted common share, for the three months ended May 31, 2025. Net loss attributable to NTIC was $60,795, or $0.01 per diluted common share, for the nine months ended May 31, 2026, compared to net income attributable to NTIC of $434,319,$1,117,185, or $0.04$0.12 per diluted common share, for the threenine months ended FebruaryMay 28, 2025. Net income attributable to NTIC decreased to $202,496, or $0.02 per diluted common share, for the six months ended February 28, 2026, compared to $995,410, or $0.10 per diluted common share, for the six months ended February 28,31, 2025. These decreases in net income attributable to NTIC were primarily due to the decreases in other income, increases in operating expenses, and increases in interest expense, partially offset by the increases in gross profit and increases in joint venture operating income, in each case in the current fiscal year periods compared to the prior fiscal year periods.

Other Comprehensive Income – Foreign Currency Translations Adjustment. The changes in the foreign currency translations adjustment were due to the fluctuation of the U.S. dollar compared to the Euro and other foreign currencies during the three and sixnine months ended FebruaryMay 28,31, 2026 compared to the same respective periods in fiscal 2025.

Sources of Cash and Working Capital. NTIC’s working capital, defined as current assets less current liabilities, was $20,201,756$19,991,590 as of FebruaryMay 28,31, 2026, includingreflecting $6,469,750$7,275,981 in cash and cash equivalents, $11,282,291$11,763,555 outstanding under NTIC’s line of credit, and $2,915,919$3,014,086 outstanding under NTICthe China’scurrent portion of NTIC’s term loans, current, compared to $20,438,722 as of August 31, 2025, includingreflecting $7,250,523 in cash and cash equivalents, $9,329,021 outstanding under NTIC’s line of credit, and $2,860,256$2,820,835 of outstanding term loans,loan current.designated Reducingas current liabilities. NTIC’s working capital has decreased in the current fiscal year period as compared to prior fiscal year periods due in part to a reduction in distributions of earnings from its joint ventures, including in particular its EXCOR joint venture in Germany. Management intends to focus strategically on reducing NTIC’s debt through positive operating cash flowflows and improving working capital efficiencies isduring athe strategicremainder focus forof fiscal 2026.2026 and into fiscal 2027.

NTIC believes that a combination of its existing cash and cash equivalents, available for sale securities, forecasted cash flows from future operations, anticipated distributions of earnings,earnings from NTIC’s joint ventures, anticipated fees to NTIC for services provided to its joint ventures, and funds available through existing or anticipated financing arrangements will be adequate to fund its existing operations, investments in new or existing joint ventures or subsidiaries, capital expenditures, debt repayments, any cash dividends, and any stock repurchases for at least the next 12 months. During the remainder of fiscal 2026, NTIC expects to continue to invest through its use of working capital in Zerust India, NTIC China, NTI Europe, its joint ventures, research and development, marketing efforts, resources for the application of its corrosion prevention technology in the oil and gas industry, and its Natur-Tec® bio-plastics business, although the amounts of these various investments are not known at this time.

NTIC also expects tomay use some of its available capital resources to acquire the remaining ownership interests of joint ventures not owned by NTIC as they become available or appropriate and for the formation of one or more new subsidiaries to assume the operations of a joint venture. Some of these joint venture transitions may materially impact NTIC’s results of operations for a particular reporting period.

NTIC traditionally has used the cash generated from its operations, distributions of earnings from joint venturesventures, and fees for services provided to its joint ventures to fund NTIC’s new technology investments and capital contributions to new and existing subsidiaries and joint ventures. NTIC’s joint ventures traditionally have operated with little or no debt and have been self-financed with minimal initial capital investment and minimal additional capital investment from their respective owners. Therefore, NTIC believes there is limited exposure by NTIC’s joint ventures that could materially impact their respective operations and/or liquidity.

In order to take advantage of new product and market opportunities to expand its business and increase its revenues and assist with joint venture transitions, NTIC may decide to finance such opportunities by additional borrowings under its revolving line of credit or raising additional financing through the issuance of debt or equity securities.securities, in each case as available or determined appropriate by NTIC. There is no assurance that any financing transaction will be available on terms acceptable to NTIC or at all or that any financing transaction will not be dilutive to NTIC’s current stockholders.

Credit Agreement with JPMorgan Chase Bank, N.A. NTIC is party to a Credit Agreement (as amended, the Credit Agreement) with JPMorgan Chase Bank, N.A. (JPM), which provides NTIC with a senior secured revolving line of credit (the Credit Facility) of up to $12.0 million, which includes a $5.0 million sublimit for standby letters of credit. Borrowings of $11,282,291$11,763,555 and $9,329,021 were outstanding under the Credit Facility as of FebruaryMay 28,31, 2026 and August 31, 2025, respectively. NTIC was in compliance with all debt covenants as of February 28, 2026.

Borrowings under the Credit Agreement bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate. The term “"CB Floating Rate”" means the greater of the Prime Rate in the United States or 2.50%. The term “"Adjusted SOFR Rate”" means the term secured overnight financing rate for either one, three or six months (depending on the interest period selected by NTIC) plus 0.10% per annum. With respect to any borrowings using an Adjusted SOFR Rate, there is an applicable margin of 2.35% applied per annum. There is no applicable margin with respect to borrowings using a CB Floating Rate. In March 2026, NTIC elected to convert its outstanding borrowings under the Credit Facility from the CB Floating Rate to the Adjusted SOFR Rate. The weighted average interest rate was 6.04%6.20% and 6.76%6.65% for the sixnine months ended FebruaryMay 28,31, 2026 and 2025, respectively.

Other Credit Arrangements. On each of April 22,27, 20252026 and May 29,28, 2025,2026, NTIC’sNTIC's wholly owned subsidiary in China, NTIC China, enteredrenewed into aits loan agreement with China Construction Bank Corporation. Each term loan providedprovides NTIC China with a RMB 10,000,000 (USD $1.41$1.40 million). The term loans mature in April 20262027 and May 2026,2027, respectively, unlessand extended. Itit is anticipated that each term loan will be extended for an additional one-year period.period Theat maturity, although there can be no assurance that it will be able to do so. Each term loan thatbears maturesinterest at the one-year Loan Prime Rate (LPR) minus 75 basis points, fixed at the LPR in Aprileffect 2026on hasthe business day prior to the loan's effective date and held constant for the 12-month term, resulting in an annual interest rate of 2.75%3.25% withfor interesteach due monthly, and the term loan that matures in May 2026 has an annual interest rate of 2.96%loan, with interest due monthly. Both term loans are secured by an office building owned by NTIC China and the loan agreements contain certain financial and other covenants. NTIC China was in compliance with all covenants under the covenantsloan agreements as of FebruaryMay 28,31, 2026. The outstanding balance as of FebruaryMay 28,31, 2026 for both term loans was a total of USD $2,915,919.$2,955,083.

On August 30, 2025, NTIC’s majority owned subsidiary in India, Natur-Tec India, entered into a Foreign Currency Term Loan Agreement with IDFC FIRST Bank Limited (the Bank). The term loan provides Natur-Tec India with a facility of INR 500 lakhs (USD $600,000) to finance the purchase of land in Chennai, India. The loan was disbursed on August 30, 2025 for INR 461 lakhs (USD $522,545) and is repayable in 85 monthly installments to a US dollar account of USD $7,899 each beginning October 5, 2025 and continuing through September 5, 2032. Borrowings bear interest at a fixed rate of 6.45% per annum. The loan is secured by a lien over Natur-Tec India’s cash deposits with the Bank totaling INR 476 lakhs (USD $539,731), and the related land purchase, which was registered in November 2025. The outstanding balance as of FebruaryMay 28,31, 2026 was INR 439.4425.7 lakhs (USD $482,375$448,239), of which INR 55.156.0 lakhs (USD $60,536$59,003) was classified as current and INR 384.2369.6 lakhs (USD $421,839$389,236) as long-term. The term loan contains customary affirmative and negative covenants applicable to Natur-Tec India, including, among other matters, restrictions on incurring additional indebtedness, creating liens, or changing the nature of its business. Natur-Tec India was in compliance with all covenants under the term loan agreement as of FebruaryMay 28,31, 2026.

Uses of Cash and Cash Flow. Net cash used in operating activities during the sixnine months ended FebruaryMay 28,31, 2026 was $1,381,780,$758,572, which resulted principally from equity in income from joint ventures and changes in assets and liabilities, partially offset by NTIC’s net income, dividends received from joint ventures, depreciation and amortization expense,expense and stock-based compensation. Net cash provided by operating activities during the sixnine months ended FebruaryMay 28,31, 2025 was $3,198,741,$3,808,450, which resulted principally from changes in assets and liabilities and NTIC’s net income, trade receivables, dividends received from joint ventures, depreciation and amortization expense, and stock-based compensation, and was partially offset by equity in income from joint ventures.

NTIC experienced aan decreaseincrease in trade receivables and an increase in inventory as of FebruaryMay 28,31, 2026, compared to August 31, 2025. Trade receivables decreasedincreased by $409,239,$241,305, primarily due to the timing of sales and collections, while inventory increased by $981,547,$313,531, primarily due to the timing of purchases, production and sales.

Outstanding trade receivables decreased an average of 25 days to an average of 7471 days from balances outstanding from these customers as of FebruaryMay 28,31, 2026 from an average of 76 days as of August 31, 2025.

Outstanding receivables for services provided to joint ventures as of FebruaryMay 28,31, 2026 decreasedincreased $180,375$15,108 compared to August 31, 2025, and the average days to pay increased an average of 1424 days to an average of 8797 days from an average of 73 days as of August 31, 2025.

Net cash used in investing activities for the sixnine months ended FebruaryMay 28,31, 2026 was $1,043,667,$1,240,226, which was primarily the result of investments in intangibles and purchases of property and equipment.equipment and investments in intangibles. Net cash used in investing activities for the sixnine months ended FebruaryMay 28,31, 2025 was $2,580,757,$3,378,123, which was primarily the result of the investments in intangiblesintangible assets and purchases of property and equipment.

Net cash provided by financing activities for the sixnine months ended FebruaryMay 28,31, 2026 was $1,554,521,$1,951,460, primarily due to borrowings under the line of credit and proceeds from NTIC’s employee stock purchase plan, partially offset by repayments on the line of credit, dividends paid to shareholders and dividends paid to non-controlling interests. Net usedcash inprovided by financing activities for the sixnine months ended FebruaryMay 28,31, 2025 was $320,345,$1,459,221, which resulted from dividendsnet paid to shareholders and dividends received by non-controlling interests, partially offset by borrowingspayments under the line of credit and proceeds from NTIC’s employee stock purchase plan.plan, and was partially offset by dividends paid to shareholders and dividends received by non-controlling interest.

Share Repurchase Plan. On January 15, 2015, NTIC’s Board of Directors authorized the repurchase of up to $3,000,000 in shares of NTIC common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has no expiration date but may be terminated by NTIC’s Board of Directors at any time. As of FebruaryMay 28,31, 2026, up to $2,640,548 in shares of NTIC common stock remained available for repurchase under NTIC’s stock repurchase program. No repurchases occurred during the sixnine months ended FebruaryMay 28,31, 2026.

Cash Dividends. During the sixnine months ended FebruaryMay 28,31, 2026, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

During the sixnine months ended FebruaryMay 28,31, 2025, NTIC’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of NTIC’s common stock:

Capital Expenditures and Commitments. NTIC spent $1,006,298$1,052,761 on capital expenditures during the sixnine months ended FebruaryMay 28,31, 2026, which related primarily to investments in land at a planned new facility for Natur-Tec India in Chennai, India. NTIC expects to spend an aggregate of approximately $1,200,000$600,000 to $1,500,000$900,000 on capital expenditures during the remainder of fiscal 2026, which it expects will relate primarily to construction of new buildings and warehouses in India and Brazil, as well as the purchase of new equipment and facility improvements in the United States.

InflationAlthough inflation in the United States and abroad historically has had minimal effect on NTICNTIC, and did notit adversely affectaffected NTIC’s gross margins during the firstthree halfand nine months of fiscal 2026. NTIC believes there is some seasonality in its business. NTIC believes itsNTIC’s net sales in the second fiscal quarter wereare and may continue to betypically adversely affected by the long Chinese New Year, the North American holiday season and overall less corrosion taking place at lower winter temperatures worldwide.

Any outstanding advances under NTIC’s Credit Facility with JPM bear interest at a floating rate, at the option of NTIC, equal to either the CB Floating Rate or the Adjusted SOFR Rate, as defined above. In March 2026, NTIC elected to convert its outstanding borrowings under the Credit Facility from the CB Floating Rate to the Adjusted SOFR Rate. The weighted average interest rate was 6.20% and 6.65% for the nine months ended May 31, 2026 and 2025, respectively. Borrowings of $11,282,291$11,763,555 were outstanding under the Credit Facility as of FebruaryMay 28,31, 2026.

Both term loans undertaken by NTIC China with China Construction Bank Corporation have an annual interest rate of 3.25% with interest due monthly. The current outstanding balance as of FebruaryMay 28,31, 2026 for both term loans is a total of USD $2,915,919.$2,955,083.

The Foreign Currency Term Loan taken out with IDFC FIRST Bank Limited bears interest at a fixed rate of 6.45% per annum. The outstanding balance as of FebruaryMay 28,31, 2026 was INR 439.4 lakhs (USD $482,375).$448,239.