Directors Report of National Peroxide Ltd.

Mar 31, 2025

The Directors take pleasure in presenting their Fifth Annual Report on the business and operations of the Company and the
Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and the provisions of the
Companies Act, 2013 ("Act”).

The summarized financial highlights are depicted below:

Particulars	Financial Year Ended
	March 31, 2025 |	March 31, 2024
Total Income	29,136.11 |	33,814.95
Profit before tax and exceptional items	(207.66)	2,151.38
Exceptional Items	-	-
Profit / (loss) before tax after exceptional items	(207.66)	2,151.38
Tax Expense	16.98	472.35
Net Profit / (loss) after Tax	(224.64)	1,679.03
Dividend paid on Equity Shares	718.44**	1,005.73*

* Dividend of Rs. 17.50 (175%) per equity shares of Rs. 10 each paid for the financial year 2022-23
** Dividend of Rs. 12.50 (125%) per equity shares of Rs. 10 each paid for the financial year 2023-24

2. DIVIDEND

Your Directors, after careful consideration of the
company''s financial performance, liquidity position,
and future capital requirements, decided not to declare
any dividend for the FY 2024-25.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made
to reserves.

4. COMPOSITE SCHEME OF
ARRANGEMENT

Pursuant to the Composite Scheme of Arrangement
between amongst National Peroxide Limited ("NPL”
or "Transferee Company” or "Demerged Company”)
and Naperol Investments Limited ("NIL” or "Transferor
Company”) and the Company and their respective
shareholders and creditors under Sections 230 to
232 and other applicable provisions of the Companies
Act, 2013 ("Act”) ("Scheme”), the Company had filed
application under Rule 19(7) read with Rule 19(2)(b)
of the Securities Contracts (Regulation) Rules, 1957
with BSE Ltd. for listing of 57,47,000 equity shares
of C 10/- each issued to shareholders of Transferor

Company, pursuant to the said Scheme for which in¬
principle approval was received on March 28, 2024.
The Company had also received Relaxation under Rule
19(2)(b) of the Securities Contracts (Regulation) Rules,
1957 from SEBI on May 31, 2024. Further the Company
has also received Final Listing and Trading Approval
from BSE Limited vide its Notice dated July 02, 2024.
The equity shares got listed and admitted to dealings
on the Exchange w.e.f., Thursday, July 04, 2024.

5. STATE OF COMPANY''S AFFAIRS

A. INCOME AND PROFITABILITY

As per the financial statements for the year ended
March 31, 2025, the total income for the year under
review was C 29,136.11 lakhs as against C 33,814.95
lakhs for the previous year.

The profit / (Loss) before tax was C (207.66) lakhs
and the profit / (loss) after tax was C (224.64) lakhs
for the year under review as against C 2151.38 lakhs
and C 1679.03 lakhs respectively, for the previous year.

Basic and diluted earnings per share was C (3.91)
and C 29.22, during the financial year 2024-25 and
2023-24 respectively.

B. FINANCIAL LIQUIDITY

Cash and Cash equivalent as on March 31, 2025
was C 1,292.70 Lakhs as against C 860.81 Lakhs for
the previous year. The Company''s working capital
management is based on a well-organised process
of continuous monitoring and controls on receivables,
inventories and other parameters.

C. AUDITORS REPORT

There are no qualification, reservation or adverse
remarks or disclaimer made by the Auditors in their
report on the Financial Statement of the Company for
the Financial Year ended on March 31, 2025.

6. CHANGE(S) IN THE NATURE OF
BUSINESS, IF ANY

During the Financial Year 2024-2025 there was no
change in the nature of business.

7. MATERIAL CHANGES AND
COMMITMENTS IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE
FINANCIAL YEAR AND BETWEEN THE
END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE
REPORT

There have been no material changes and
commitments, affecting the financial position of the
Company which have occurred between the end of the
financial year of the Company to which the financial
statements relate and the date of the report

Pursuant to the scheme becoming effective, the
same is accounted in accordance with Ind AS and
in accordance with applicable accounting principles
as prescribed under Companies (Indian Accounting
Standards) Rule, 2015 (Ind AS) as notified under
section 133 of the Companies Act, 2013 as amended
from time to time and with generally accepted
accounting principle.

8. PUBLIC DEPOSITS

During the year under review, your Company has neither
accepted nor renewed any deposits from public within

the meaning of Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits)
Rules, 2014.

9. DETAILS OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

As on March 31, 2025, there was no Subsidiary,
Associate or Joint Venture of the Company and
hence the reporting of highlights of performance of
Subsidiaries, Associates and Joint Venture companies
and their contribution to overall performance
of the Company pursuant to Rule 8(5)(iv) of the
Companies (Accounts) Rules, 2014 during the period
is not applicable. The provisions of Section 129(3)
of the Companies Act, 2013 read with Rule 5 of The
Companies (Accounts) Rules, 2014 pertaining to AOC-
1 and Section 136 pertaining to placing the financials
of the subsidiaries on the website of the Company are
not applicable.

10. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred as ''Listing Regulations''), the
Management Discussion and Analysis Report for the
year under review, is presented in a separate section,
forming part of the Annual Report.

11. CORPORATE GOVERNANCE

In terms of Regulation 34 of Listing Regulations, read
with Part C of Schedule V thereof, a report on Corporate
Governance along with a Certificate from a Practicing
Company Secretary, regarding compliance of the
conditions of Corporate Governance, is appended as
''Annexure l''.

12. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015 read with SEBI Circular No. SEBI/
HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021,
Business Responsibility and Sustainability Report
(''BRSR'') for the financial year 2024-25 is not applicable
to the Company.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014
and Schedule VII to the Act, your Company has
undertaken projects in accordance with the CSR
Policy. The details of the CSR projects, unspent CSR
amount and reason for the amount being unspent are
given in ''Annexure III''.

14. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing
Regulations, the Company has formulated a Dividend
Distribution Policy which endeavors dual objective
of appropriate reward to shareholders through
dividends and ploughing back earnings to support
sustained growth. The policy is available on the
website of the Company at https://www.naperol.com/
DisclosureUnderRegulation46-of-the-LODR

15. RELATED PARTY TRANSACTIONS

The framework for dealing with related party
transactions is given in the Corporate Governance
Report. There were no materially significant
transactions with related parties during the year
under review which were in conflict with the interest
of the Company. All the transactions entered into
by the Company with Related Parties during the
year under review were at arms-length basis and in
ordinary course of business. Suitable disclosures
required under the Accounting Standard (Ind AS
24) have been made in the notes to the Financial
Statement. As required under Regulation 23 of the
Listing Regulations, the Company has formulated a
policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions which
is available on the website of the Company, https://
naperol.com/DisclosureUnderRegulation46-of-the-
LODR In accordance with Ind AS-24, the Related Party
Transactions are disclosed in the Notes to Financial
Statements for the financial year 2024-25.

16. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing
Regulations, 2015, your Company has adopted Whistle

Blower Policy. The details of the same are provided in
the Corporate Governance Report.

17. RISK MANAGEMENT

During the year under review, there were no major risks
affecting the existence of the Company. The Company
has in place a mechanism to inform the Board about
the risk assessment and minimisation procedures and
undertakes periodical review of the same to ensure
that the risks are identified and controlled by means of
a properly defined framework.

The details of the Risk Management Committee and
policy are given in the Corporate Governance Report.

18. DETAILS OF BOARD MEETINGS

During the year, Four (4) Board Meetings were held. The
details of the meetings are provided in the Corporate
Governance Report.

19. BOARD COMMITTEES

The Board currently has five (5) committees viz.,
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders'' Relationship Committee
and Risk Management Committee. The Terms and
Reference of the said Committees were also approved
by the Board of Directors.

All the recommendations made by the Committees
were accepted by the Board.

A detailed update on the committees, its composition,
number of Committee meetings held and attendance
of the directors at each meeting is provided in the
Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Retirement by rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Dr. (Mrs.) Minnie Bodhanwala (DIN:
00422067), Non-Executive Director, retires by rotation
at the ensuing AGM and being eligible, offers herself
for re-appointment.

The Board is of the opinion that Dr. (Mrs.) Minnie
Bodhanwala possesses the requisite knowledge, skills,
expertise and experience to contribute to the growth
of the Company. The Nomination and Remuneration
Committee and the Board at their Meeting held on July
29, 2025, recommended the re-appointment of Dr.
(Mrs.) Minnie Bodhanwala for the consideration of the
Members of the Company at forthcoming AGM.

Brief Profile and other information of Dr. (Mrs.) Minnie
Bodhanwala as required under Regulation 36(3) of SEBI
Listing Regulations, 2015 and Secretarial Standard - 2
are given in the Notice of the 5^th AGM of the Company.
The above proposal for re-appointment forms part of
the Notice of the 5^th AGM.

Appointment / Re-appointment / Re¬
designation and Resignation

The Nomination and remuneration Committee and
Board of Directors of the Company at its meeting held
on Tuesday, i.e., 29^th July, 2025, recommended the
re-appointment of Mr. Rajiv Arora (DIN: 08730235) as
Whole time Director designated as "Chief Executive
Officer (CEO) & Director” of the Company subject
to approval by the members at the ensuing Annual
General Meeting proposed to be held on September 4,
2025, for a further period of 2 (Two) years with effect
from September 25, 2025 till September 24, 2027.

The necessary Special Resolution for re-appointment
of Mr. Rajiv Arora as Whole time Director designated
as "Chief Executive Officer (CEO) & Director” of the
Company has been incorporated in the notice of
the forthcoming 5^th Annual General Meeting of the
Company along with brief details about him.

Apart from the above, there was no Appointment / Re¬
appointment / Re-designation and Resignation Key
Managerial Personnel, during the year under review.

Key Managerial Personnel (''KMP''):

In terms of the provisions of Sections 2(51) and 203 of
the Companies Act, 2013 (''the Act''), the following are
the KMPs of the Company:

Mr. Rajiv Arora, Chief Executive Officer (CEO) & Director

Mr. Pravin Shetty, Chief Financial Officer

Mr. Amish Shah, Company Secretary &
Compliance Officer

21. DECLARATION BY INDEPENDENT
DIRECTORS:

Your Company has received the Declaration of
Independence from all the Independent Directors
stating that they meet the independence criteria as
prescribed under Section 149(6) of the Companies
Act, 2013, Rule 6 of The Companies (Appointment and
Qualification of Director) Rules, 2014 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the
Board there has been no change in the circumstances
which may affect the status of Independent Directors of
the Company, and the Board is satisfied of the integrity,
expertise, and experience (including proficiency in
terms of Section 150(1) of the Companies Act, 2013
and applicable rules thereunder) of all Independent
Directors on the Board.

In terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014 Independent Directors of the
Company have already undertaken requisites steps
towards the inclusion of their names in the databank
of Independent Directors maintained with the Indian
Institute of Corporate Affairs. Further, the Company''s
Independent Directors have affirmed that they have
followed the Code of conduct for

Independent Directors as outlined in Schedule IV to the
Companies Act, 2013.

22. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation
17 of Listing Regulations, the Board has carried
out an annual performance evaluation of its own
performance and that of its committee''s viz; Audit
Committee, Stakeholders Relationship Committee,
Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Risk Management
Committee and that of Individual Directors. The
manner in which evaluation has been carried out has
been explained in the Corporate Governance Report.

23. DIRECTORS'' RESPONSIBILITY
STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

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

2. They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as at the end of the financial year and
of the profit / (loss) of the Company for that period.

3. They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

4. They have prepared the Annual Accounts on a
''going concern'' basis.

5. They have laid down internal financial controls
to be followed by the Company and that such
internal controls are adequate and operate
effectively; and

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

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, Annual Return of the Company as at March 31,
2025 is uploaded on the website of the Company at
https://naperol.com/AnnualReturn

In terms of Rules 11 and 12 of the Companies
(Management and Administration) Rules, 2014, the
Annual Return shall be filed with the Registrar of
Companies, within prescribed timelines.

25. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Internal Audit plays a key role in providing an assurance
to the Board of Directors with respect to the Company
having adequate Internal Financial Control Systems.
The Internal Financial Control Systems provide, among
other things, reasonable assurance of recording the

transactions of its operations in all material respects
and of providing protection against significant
misuse or loss of Company''s assets. The details of
adequacy of Internal Financial Controls are given in the
Management Discussion and Analysis Report.

26. SHARE CAPITAL

The paid-up share capital of the Company
is C 5,74,70,000 (Rupees Five Crores Seventy-Four
Lakhs Seventy Thousand Only) consisting of 57,47,000
equity shares of C 10/- each.

27. PARTICULARS OF LOANS,
GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013, are given in the Notes to the
Financial Statements.

28. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There were no material Orders Passed by Regulators
or Court or Tribunals. However, SEBI had passed
a settlement order dated February 11, 2025 via
Settlement Order No. SO/AS/DP/2024-25/8172 in
connection with the violation of clause 5 of Para A of
Part II of Master Circular on Scheme of Arrangement
No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated
June 20, 2023 read with regulations 37(4) and 37(5)
of LODR Regulations. With the issuance of the above-
mentioned Settlement Order, the proceedings that
may be initiated by SEBI, have been disposed of.

The Company had made the payment of the settlement
amount towards the settlement of this matter; the
said payment was not significant and hence was not
material in nature.

One of the Directors of the Company being promoter of
the Bombay Burmah Trading Corporation Limited was
levied settlement amount by SEBI for non compliance
of SEBI (Substantial Acquisitions of Shares and
Takeovers) Regulations, 2011 by the said Company.

The Disclosure of the above were made to the
stock exchange.

Apart from the above, there has been no significant
and material orders passed by the regulators, courts
and tribunals impacting the going concern status and
the Company''s operations in future.

29. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY
CODE, 2016, DURING THE YEAR
ALONGWITH THEIR STATUS AS AT
THE END OF FINANCIAL YEAR

There are no applications made or any proceeding
pending during the year under review under the
Insolvency and Bankruptcy Code, 2016.

30. DIFFERENCE BETWEEN AMOUNT
OF VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS
ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of
one-time settlement with banks or financial institutions.

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

The details pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings are appended as Annexure IV.

32. AUDITORS AND AUDIT REPORTS

1. Statutory Auditors

M/s. Kalyaniwalla and Mistry LLP, Chartered
Accountants, (FRN 104607W/W100166) have been
appointed as the Statutory Auditors of the Company,
for the term of five (5) consecutive years, from the
conclusion of the 1^st Annual General Meeting (AGM)
held on August 25, 2021, upto the conclusion of the 6^th
Annual General Meeting to be held in the Financial Year
2025-26. The Statutory Auditors have confirmed that

they are not disqualified from continuing as Auditors
of the Company.

Pursuant to amendments in Section 139 of the Act,
the requirements to place the matter relating to such
appointment for ratification by Members at every AGM
has been done away with.

The Auditors'' Report for the financial year ended
March 31, 2025 does not contain any qualification,
reservation or adverse remark.

2. Internal Auditors:

M/s. PKF Sridhar and Santhanam, LLP have carried
out an Internal Audit of the Company for financial
year 2024-25. The Board of Directors at their Meeting
held on January 23, 2025, have re-appointed them as
Internal Auditors of the Company for the financial year
2025-26.

3. Cost Auditors

During the year under review, the cost records were
maintained pursuant to Section 148 of the Act, read
with Rule 14 of the Companies (Cost Records and
Audit) Amendment Rules, 2014 by the Company. The
Cost Audit report pertaining to chemical business is
addressed to the Board of Directors of the Company.

The Board of Directors at their meeting held on
May 6, 2025, appointed M/s. D. C. Dave & Co. Cost
Accountants (Firm Registration No. 000611), to audit
the cost records of the Company for the financial
year ending on March 31, 2026, on a remuneration
of C 5,00,000/- (Rupees Five Lakhs only) plus applicable
taxes and out-of-pocket expenses as incurred by them
for the purpose of Audit. The remuneration payable
to the Cost Auditor is required to be ratified by the
Shareholders at this AGM.

4. Secretarial Auditors

In terms of the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and pursuant to Regulation
24A of the SEBI (LODR) Regulations, 2015, the Board of
Directors, based on the recommendation of the Audit
Committee, has appointed M/s. Parikh & Associates,
Practicing Company Secretaries, as the Secretarial
Auditors of the Company for a term of five consecutive

financial years, commencing from FY 2025-26 to
FY 2029-30.

The remuneration payable to the Secretarial
Auditors shall be decided by the Board of Directors
in consultation with the Secretarial Auditors, plus
applicable taxes and reimbursement of out-of-pocket
expenses incurred by them in connection with the
Secretarial Audit.

5. Secretarial Audit Report

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
on Board and General Meetings.

There are no qualifications, reservations or adverse
remarks made in the Secretarial Auditors'' Report for
the financial year 2024-25.

The Report of the Secretarial Auditors for the financial
year 2024-2025 is appended as Annexure II''.

33. REPORTING OF FRAUDS

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies
Act, 2013.

34. PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE

The Company has constituted an Internal Complaints
Committee for providing a redressal mechanism
pertaining to sexual harassment of employees at
workplace. No complaints were received during the
year under review.

a) Number of complaints of sexual harassment
received in the year : Nil

b) Number of complaints disposed off during the
year : Nil

c) Number of complaints pending as on end of the
financial year : Nil

d) Number of complaints pending for more than
ninety days : Nil

35. STATEMENT ON MATERNITY BENEFIT
ACT, 1961

During the financial year under review the Company
has duly complied with the applicable provisions of
Maternity Benefit Act, 1961.

36. NOMINATION AND REMUNERATION
POLICY

The details of the Company''s Nomination and
Remuneration Policy for Directors, Key Managerial
Personnel and other employees are given in the
Corporate Governance Report and is disclosed on the
website of the Company (https://www.naperol.com)

37. PARTICULARS OF EMPLOYEES

The statement containing the details of the
Remuneration of Directors, KMPs and Employees
as required in terms of provisions of Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure V.

38. CHIEF EXECUTIVE OFFICER & CHIEF
FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations,
the Company has obtained Compliance Certificate
from the Chief Executive Officer and the Chief
Financial Officer.

39. ACKNOWLEDGEMENTS

Your Director''s would like to express their sincere
appreciation to the Customers, Vendors, Bankers,
Shareholders, Central and State Governments and
Regulatory Authorities for their continued co-operation
and support. Your Director''s also take this opportunity
to acknowledge the dedicated efforts made by
employees for their contribution to the achievements
of the Company.

On behalf of the Board of Directors
Ness N. Wadia

Date: July 29, 2025 Chairman

Place: Mumbai, (DIN: 00036049)

---

Mar 31, 2024

The Directors take pleasure in presenting their Fourth Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

(Rs. In Lakhs)
Particulars	Financial Year Ended
	March 31, 2024	March 31, 2023
Total Income	33,814.95	38,472.86
Profit before tax and exceptional items	2,151.38	4,054.97
Exceptional Items	-	1,295.16
Profit before tax after exceptional items	2,151.38	5,350.13
Tax Expense	472.35	1,399.97
Net Profit after Tax	1,679.03	3,950.16
Dividend paid on Equity Shares*	1,005.73	-
* '' 12.50 and '' 17.50 per Share for financial years FY 2023-24 and FY 2022-23, respectively.

2. DIVIDEND

Your Directors have recommended a dividend of '' 12.50 (125%) per equity share of '' 10.00 each for the financial year FY 2023-24, to be paid, if declared by the Members at the Annual General Meeting (AGM) to be held on Tuesday, August 27, 2024. The total dividend pay-out amounts to '' 718.38 Lakhs.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made to reserves.

4. COMPOSITE SCHEME OF ARRANGEMENT

The Composite Scheme of arrangement amongst National Peroxide Limited (''the Transferee Company or Demerged Company’) and Naperol Investments Limited (''the Transferor Company’) and NPL Chemicals Limited (''the Resulting Company’) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (''the Scheme’) was approved by the Hon’ble National Company Law Tribunal (NCLT) by an order passed on May 4, 2023. The Scheme, inter alia, provided for:

(a) the demerger, transfer and vesting of the Demerged Undertaking (as defined in the Composite Scheme) from the Transferee Company into the

Resulting Company on a going concern basis and the consequent issue of shares by the Resulting Company in the manner set out in the Scheme;

(b) the amalgamation of the Transferor Company with the Transferee Company in the manner set out in the Scheme; and

(c) the reduction of the share capital of the Resulting Company in the manner set out in the Scheme.

(d) The name of the Transferee Company namely National Peroxide Limited to be changed to Naperol Investments Limited in the manner set out in the Scheme.and

(e) The name of the Resulting Company namely NPL Chemicals Limited to be changed to National Peroxide Limited in the manner set out in the Scheme

The Scheme was approved by the Hon’ble National Company Law Tribunal, Mumbai Bench on May 04, 2023. The Scheme was made effective on September 11, 2023 upon receipt of all requisite approvals, with the Appointed Date of the Scheme being April 01,2022. Pursuant to the scheme the accounts of the Company were restated for the period of September, 2023 and December, 2023 respectively and name of the Company was changed from NPL Chemicals Limited to National Peroxide Limited with effect from January 31,2024.

Pursuant to the Scheme the Company had filed application under Rule 19(7) read with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 with BSE Ltd. for which in-principle approval was received on March 28, 2024. The Company had also received Relaxation under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 from SEBI on May 31,2024. Further the Company has also received Final Listing and Trading Approval from BSE Limited vide its Notice dated July 02, 2024. , The equity shares got listed and admitted to dealings on the Exchange w.e.f., Thursday, July 04, 2024.

5. STATE OF COMPANY''S AFFAIRSA. INCOME AND PROFITABILITY

As per the financial statements for the year ended March 31, 2024, the total income for the year under review was '' 33,814.95 Lakhs as against '' 38,472.86 Lakhs for the previous year.

The profit before tax was '' 2151.38 Lakhs and the profit after tax was '' 1679.03 Lakhs for the year under review as against '' 4054.97 Lakhs and Rs 3950.16 Lakhs respectively, for the previous year.

Basic and diluted earnings per share was '' 29.22 and 68.73, during the financial year FY 2023-24 and FY 2022-23 respectively.

B. FINANCIAL LIQUIDITY

Cash and Cash equivalent as on March 31, 2024 was '' 860.81 Lakhs as against '' 642.67 Lakhs for the previous year. The Company’s working capital management is based on a well-organised process of continuous monitoring and controls on receivables, inventories and other parameters.

C. AUDITORS REPORT

There are no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the Financial Statement of the Company for the Financial Year ended on March 31,2024.

6. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

During the Financial Year FY 2023-24 there was no change in the nature of business. However, pursuant to the Scheme becoming effective on September 11,2023, the investments and leasing business of the Company was transferred to Naperol Investments Limited

(Formerly known as National Peroxide Limited) and the chemical business of Naperol Investments Limited (Formerly National Peroxide Limited) was transferred and vested to our Company, with effect from the Appointed Date i.e. April 01,2022. The Company from then has continued with the Chemical business.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

Pursuant to the scheme becoming effective, the same is accounted in accordance with Ind AS and in accordance with applicable accounting principles as prescribed under Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) as notified under section 133 of the Companies Act, 2013 as amended from time to time and with generally accepted accounting principle.

8. PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31,2024 there was no Subsidiary, Associate or Joint Venture of the Company and hence the reporting of highlights of performance of Subsidiaries, Associates and Joint Venture companies and their contribution to overall performance of the Company pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 during the period is not applicable. The provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014 pertaining to AOC-1 and Section 136 pertaining to placing the financials of the subsidiaries on the website of the Company are not applicable.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ''Listing Regulations’), the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

11. CORPORATE GOVERNANCE

In terms of Regulation 34 of Listing Regulations, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, is appended as ''Annexure l’.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Circular No. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, Business Responsibility and Sustainability Report (''BRSR’) for the financial year 2023-24 is not applicable to the Company

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken projects in accordance with the CSR Policy. The details of the CSR projects, unspent CSR amount and reason for the amount being unspent are given in ''Annexure lll’.

14. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which endeavours dual objective of appropriate reward to shareholders through dividends and ploughing back earnings to support sustained growth. The policy is available on the website of the Company at https://www.naperol.com/ DisclosureUnderRegulation46-of-the-LODR

15. RELATED PARTY TRANSACTIONS

The framework for dealing with related party transactions is given in the Corporate Governance Report. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. All the related party transactions were in the ordinary course of business and on an arm’s length basis and therefore, disclosure in Form AOC-2 is not applicable to the Company. There were no material significant related party transactions entered into by the Company during the year that required shareholders’ approval under Regulation 23 of the Listing Regulations. The Related Party Transactions Policy as approved by the Board has been uploaded on the Company’s website. In accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes to Financial Statements for the financial year 2023-24.

16. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted Whistle Blower Policy. The details of the same are provided in the Corporate Governance Report.

17. RISK MANAGEMENT

During the year under review, there were no major risks affecting the existence of the Company. On effectiveness of the Scheme, the Company has adopted a well-defined risk assessment and management policy. The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework.

The details of the Risk Management Committee and policy are given in the Corporate Governance Report.

18. DETAILS OF BOARD MEETINGS

During the year, Eight (8) Board Meetings were held. The details of the meetings are provided in the Corporate Governance Report.

19. BOARD COMMITTEES

The Board in their meeting held on October 26, 2023 had constituted following committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Risk Management Committee. The Terms and Reference of the said Committees were also approved by the Board of Directors. Further, the Board had re-constituted Listing Committee effective November 30, 2023 since there was change in Key Managerial Personnel (KMPs).

All the recommendations made by the Committees were accepted by the Board.

A detailed update on the committees, its composition, number of Committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association

of the Company, Mr. Ness N. Wadia (DIN: 00036049), Chairman and Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meeting held on July 31, 2024, recommended the re-appointment of Mr. Ness N. Wadia for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Ness N. Wadia possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. The Board recommends re-appointment of Mr. Ness N. Wadia for the consideration of the Members of the Company at the forthcoming AGM.

Brief Profile and other information of Mr. Ness N. Wadia as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 is given in the Notice of the 4th AGM of the Company. The above proposal for re-appointment forms part of the Notice of the 4th AGM.

Re-designation and Appointment The Board of Directors on October 26, 2023, appointed following directors :
S. No.	Name of Director	DIN	Designation
1.	Mr. Ness N. Wadia	00036049	Chairman - Additional Non-Executive Non-Independent Director - liable to retire by rotation
2.	Dr. (Mrs.) Minnie Bodhanwala	00422067	Additional Non-Executive Non-Independent Director - liable to retire by rotation
3.	Mr. Viraf Mehta	00352598	Additional Non-Executive Independent Director, term of 5 years
4.	Ms. Parvathi Menon	02874749	Additional Non-Executive Independent Director, term of 5 years

Further Board had appointed Mr. Jaivir Singh (DIN: 01362930) as an Additional Director Non-Executive Independent Director on the Board of Directors of the Company with effect from November 20, 2023 for a period of five years.

Subsequently, the Members in the Annual General Meeting of the Company held on December 21, 2023, approved the appointment of Mr. Ness N. Wadia and Dr. Mrs. Minnie Bodhanwala Non-Executive Non-Independent Directors liable to retire by rotation and Mr. Viraf Mehta, Ms. Parvathi Menon and Mr. Jaivir Singh as Non-Executive Independent Directors of the Company for a period of 5 (five) years from the date of their appointment, not liable to retire by rotation..

The declarations have been given to the Company that Mr. Viraf Mehta, Ms. Parvathi Menon and Mr. Jaivir Singh meet the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and Listing Regulations.

Mr. Rajiv Arora (DIN - 08730235), was appointed by the Board of Directors as an Additional Director and as Whole time Director designated as "Chief Executive Officer (CEO) & Director" of the Company for a period of two years with effect from September 25, 2023. He was then appointed as a Director and his appointment as Whole-Time Director designated as the "Chief Executive Officer (CEO) & Director" of the Company for a period of two years with effect from September 25, 2023 not liable to retire by rotation was approved at the Extra-Ordinary General Meeting of the Members held on September 26, 2023.

Cessation of Directors

During the year under review, Mr. Rajesh Batra (DIN: 00020764), Mr. Jairaj Bham (DIN: 02806038) and Mr. Girish Advani (DIN: 05264838) ceased to be Directors of the Company with effect from October 26, 2023. The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr. Rajesh Batra, Mr. Jairaj Bham and Mr. Girish Advani during their tenure as Directors of the Company.

Key Managerial Personnel

Pursuant to the aforesaid Scheme of Arrangement coming into effect on September 11,2023, the services of Mr. Rajiv Arora, CEO, Mr. Pravin Shetty, Chief Financial Officer and CS Heena Shah, Company Secretary and Compliance Officer, of Naperol Investments Limited (erstwhile known as National Peroxide Limited) ("Demerged Company") were transferred to our Company with effect from September 25, 2023 and same was approved by the Board of Directors in their meeting held on same day.

Further Mr. Pravin Shetty has also been appointed as Chief Risk Officer of the Company with effect from September 25, 2023.

CS Heena Shah, Company Secretary and Compliance Officer of the Company tendered her resignation and was relieved from her duties with effect from close of business hours of November 30, 2023. The Board places on record its appreciation for CS Heena Shah for her contribution during her tenure as Company Secretary and Compliance Officer of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Amish Shah as

Company Secretary and Compliance Officer and Key Managerial Personnel of the Company with effect from December 01,2023.

21. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisites steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, the Company’s Independent Directors have affirmed that they have followed the Code of conduct for Independent Directors as outlined in Schedule IV to the Companies Act, 2013.

22. BOARD EVALUATION

The details of evaluation of Directors, Committees and Board as a whole are given in the Corporate Governance Report.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ''going concern’ basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

24. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return of the Company is uploaded on the website of the Company at www.naperol.com.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in the Management Discussion and Analysis Report.

26. SHARE CAPITAL

During the year under review, the authorised share capital of the Company was increased from '' 1,00,000/- (Rupees One Lakh only) divided into

10,000 (Ten Thousand) Equity Shares of '' 10/- each to '' 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 Equity Shares of '' 10/- each through Ordinary Resolution passed by the shareholders at the Extra-Ordinary General meeting held on May 19, 2023.

Pursuant to the Scheme and as per the resolution passed by the Listing Committee of the Company on September 27, 2023, 57,47,000 equity shares of '' 10/-each amounting to '' 5,74,70,000 (Rupees Five Crore

Seventy-Four Lakhs Seventy Thousand Only) were issued and allotted to the shareholders of National Peroxide Limited (now known as Naperol Investments Limited) who held shares on the record date viz; September 25, 2023, in the ratio of 1:1.

The paid up share capital of the Company increased from '' 1,00,000 (Rupees One Lakh only) to '' 5,74,70,000 (Rupees Five Crore Seventy Four Lakhs Seventy Thousand Only) being 57,47,000 equity shares of '' 10/- each.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to the Standalone Financial Statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Hon’ble National Company Law Tribunal has approved the Scheme vide its order dated May 4, 2023. SEBI/BSE has approved the Scheme on September 11, 2023.

Apart from the above, there has been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL YEAR

There are no applications made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

30. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF

During the year under review, there was no instance of one-time settlement with banks or financial institutions.

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

Upon the Scheme became effective, with effect from September 11, 2023, the chemical business was transferred by National Peroxide Limited (now known as Naperol Investments Limited) to the Company with effect from Appointed Date i.e. April 01, 2022. The details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings appended as Annexure lV.

32. AUDITORS AND AUDIT REPORTS31.1 Statutory Auditors

M/s. Kalyaniwalla and Mistry LLP Chartered Accountants, (FRN 104607W/W100166) have been appointed as the Statutory Auditors of the Company, for the term of five (5) consecutive years, from the conclusion of the 1st Annual General Meeting (AGM) held on August 25, 2021, upto the conclusion of the 6th Annual General Meeting to be held in the Financial Year 2025-26. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors’ Report for the financial year 2023-24.

31.2 Internal Auditors:

M/s. PKF Sridhar and Santhanam, LLP have carried out Internal Audit of the Company for financial year

2023- 24. The Board of Directors at their Meeting held on March 14, 2024 have re-appointed them as Internal Auditors of the Company for the financial year

2024- 25.

31.3 Cost Auditors

During the year under review, the cost records were maintained pursuant to Section 148 of the Act, read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014 by the Company. Pursuant to the effectiveness of the Scheme and transfer and vesting of chemical business undertaking to the Company effective from September 11, 2023 with effect from Appointed Date April 01, 2022, the Cost Audit report pertaining to chemical business is addressed to the Board of Directors of the Company.

The Board of Directors at their meeting held on July 31, 2024, 2024, appointed M/s. D. C. Dave & Co. Cost Accountants (Firm Registration No. 000611), to audit the cost records of the Company for the financial year ending on March 31, 2025, on a remuneration of '' 5,00,000/- (Rupees Five Lakhs Only) plus applicable taxes and out-of-pocket expenses as incurred by them for the purpose of Audit. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at this AGM.

There are no qualifications, reservations or adverse remarks made in the Cost Auditors’ Report for the financial year 2023-24.

31.4 Secretarial Auditors and Secretarial Audit Report

I n terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit. The Report of the Secretarial Auditors is appended as ''Annexure ll’.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors’ Report for the financial year 2023-24.

33. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. No complaints were received during the year under review.

35. NOMINATION AND REMUNERATION POLICY

The details of the Company’s Nomination and Remuneration Policy for Directors, Key Managerial

Personnel and other employees are given in the Corporate Governance Report and is disclosed on the website of the Company https://naperol.com

36. PARTICULARS OF EMPLOYEES

Upon the Scheme becoming effective, the demerged undertaking, i.e. chemical business along with its employees including Key Managerial Personnel, were transferred and vested to the Company with effect from the Appointed Date April 1, 2022. the statement containing the details of the Remuneration of Directors, KMPs and Employees as required in terms of provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure V

37. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Company has obtained Compliance Certificate

from the Chief Executive Officer and the Chief Financial Officer.

38. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees for their contribution to the achievements of the Company.