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:

* 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)