national peroxide ltd Auditors report

To the Members of National Peroxide Limited Report on the Audit of the Revised Financial Statements This Report supersedes our report dated May 23, 2023.

Opinion

We have audited the revised financial statements of National Peroxide Limited ("the Company"), which comprise the balance sheet as at March 31, 2023 and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cashflows for the year then ended, and notes to the revised financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "revised financial statements"), in which is incorporated the financial statements/financial information of Naperol Investments Limited ("Transferor Company") for the year ended on that date audited by another firm of Chartered Accountants (refer sub-paragraph 2 of the Other Matters paragraph below).

In our opinion and to the best of our information and according to the explanations given to us, and based on the report of the other auditor on separate financial statements/financial information for the Transferor Company of such referred to in sub-paragraph 2 of the Other Matters paragraph below, the aforesaid revised financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rule, 2015, as amended, ("Ind AS") and accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023 and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the revised financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the ICAI) together with the ethical requirements that are relevant to our audit of the revised financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditors in terms of their reports referred sub-paragraph 2 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our opinion on the revised financial statements.

Emphasis of Matter

We draw attention to Note 3 of the revised financial statements which describes the basis of preparation and the Composite Scheme of Arrangement (the "Scheme") between National Peroxide Limited ("Demerged Company"/ "Transferee Company"/ "The Company"), Naperol Investments Limited ("Transferor Company") and NPL Chemicals Limited ("Resulting Company"). As explained in details there in, these revised financial statements for the year ended March 31,2023 have been prepared pursuant to the Scheme for Demerger, transfer and vesting of Demerged undertaking (as defined in the Scheme) from the Demerged Company into the Resulting Company and Amalgamation of Transferor Company with the Transferee Company, from the Appointed date i.e. April 1, 2022, as approved by the National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its certified order dated May 25, 2023 (the "Order"). The Company has accounted for such Scheme in accordance with provisions of Indian Accounting Standard (Ind AS) specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and any amendments issued thereunder and in accordance with generally accepted accounting principles.

We issued a separate auditors report dated May 23, 2023 on the standalone financial statements to the members of the Company. The aforesaid Order having been approved by applicable regulatory authority subsequent to May 23, 2023, the Company has now prepared revised financial statements incorporating the impact for transfer of assets and liabilities related to Demerged undertaking to the Resulting Company and amalgamation of the Transferor Company from the Appointed date i.e. April 1, 2022. In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the standalone financial statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after May 23, 2023 (being the date of our earlier audit report on the earlier standalone financial statements). Our earlier audit report dated May 23, 2023 on the earlier standalone financial statements is superseded by this revised report on the revised financial statements.

Our opinion on the revised financial statements and our report on Other Legal and Regulatory Requirement below, is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the revised financial statements of the current period. These matters were addressed in the context of our audit of the revised financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Description of Key Audit Matter

Business Combination
Refer note no. 3 to the revised financial statements
Key Audit Matter	How the matter was addressed in our audit
Accounting for Composite Scheme of Arrangement:	Our Audit Procedures included:
As per the Composite Scheme of Arrangement ("the Scheme") between National Peroxide Limited ("Demerged/ Transferee Company"/ "The Company"), Naperol Investments Limited ("Transferor Company") and NPL Chemicals Limited ("Resulting Company") and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder.	• We obtained and read the key documents relating to the transfer of the Demerged Undertakings and amalgamation of the transferor company (Composite Scheme of Arrangement and approval granted by NCLT).
The Scheme, inter alia, provides for demerger, transfer and vesting of the Demerged Undertaking (as defined under the Scheme) from the Demerged Company into Resulting Company, on a going concern basis and amalgamation of Naperol Investments Limited into the Company from the appointed date April 1,2022.	• We have evaluated whether the method of accounting followed by the Company is in accordance with the Scheme approved by NCLT and in accordance with the relevant accounting guidelines.
The aforesaid Scheme filed with the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") was amended by the Board of Directors of the Company at their meeting held on September 20, 2022, which inter-alia amended (i) change in Appointed Date from October 1, 2020 to April 1, 2022 and (ii) to include provisions in relation to lease of land by the Demerged Company to the Company. Accordingly, the Appointed date is April 01,2022.	• We have verified underlying working used in accounting calculations related transfer of assets and liabilities of Demerged undertaking to Resulting Company and adjustment to the reserves as per the Scheme, including restatement of previous year (March 31, 2022) in the revised financial statement of the Company.
Subsequent to the year end, Mumbai Bench of the NCLT, through its certified order dated May 25, 2023 (the "Order"), has approved the Scheme and the Company has filed certified true copy of the Order with the Ministry of Corporate Affairs (the "MCA") on June 08, 2023.	• We assessed the adequacy and appropriateness of the disclosures in the revised financial statements, relating to the discontinued operations and the transfer of segment, as required by the accounting standards.
The Company received the final approval from the Bombay Stock Exchange (BSE) on September 11, 2023, thereby the Scheme becomes effective w.e.f. September 11,2023. Accordingly, the Company has given effect to the Scheme for the year ended March 31, 2023, from the appointed date April 1, 2022, by revising the earlier standalone financial statements approved by the Board of Directors on May 23, 2023.	• We assessed the accounting as per the Scheme for amalgamation of Transferor Company.
The Scheme has significant impact on the revised financial statements of the Company including revenue, profit, tax, reserves and comparative figures basis of which the same is considered as key audit matter for the year.	• We assessed the adequacy and appropriateness of the disclosures in the revised financial statements relating to the amalgamation of Transferor Company and the transfer of segment, as required by the accounting standards.

Information Other than the Revised Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the revised financial statements and our revised auditors report thereon. The annual report is expected to be made available to us after the date of this revised auditors report.

Our opinion on the revised financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the revised financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the revised financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the annual report as specified above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Revised Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these revised financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the revised financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the revised financial statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Revised Financial Statements

Our objectives are to obtain reasonable assurance about whether the revised financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a revised auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these revised financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the revised financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to revised financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

• Conclude on the appropriateness of the Managements use of the going concern basis of accounting in preparation of revised financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the revised financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our earlier auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the revised financial statements, including the disclosures, and whether the revised financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the revised financial statements that, individually or in aggregate, makes it probable that the economic decisions of the users of the revised financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the revised financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the revised financial statements of the current period and are therefore the key audit matters. We describe these matters in our revised auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

1. The comparative financial information of the Company as at and for the year ended for March 31, 2022 in these revised financial statements were audited by predecessor firm who had expressed an unmodified opinion on those standalone financial statements vide their report dated May 12, 2022, which has been furnished to us by management and has been relied upon by us for the purpose of our audit of the revised financial statements.

2. The revised financial statements of the Company as at and for the year ended on March 31, 2023 include the financial statements/ financial information of the Transferor Company consequent to its amalgamation into the Company with the Appointed date i.e. April 1, 2022 (referred to in Note 3C to the revised financial statements). We did not audit financial statements/ financial information of the Transferor Company as at and for the year ended March 31,2023, included in the revised financial statements/financial information of the Company, whose financial statements reflect total assets of Rs. 35,122.13 lakhs as at March 31,2023 and Rs. 37,366.93 lakhs as at April 1,2022, total revenues of Rs. 59.91 lakhs for the year ended March 31,2023, total comprehensive loss (comprising of profit and other comprehensive loss) of Rs. 2,246.27 lakhs for the year ended March 31,2023, and net cash outflows of Rs. 1.76 lakhs for the year ended March 31, 2023, respectively as considered in the revised financial statements. The said financial statements/ financial information of the Transferor Company has been audited by other auditor, whose report dated May 19, 2023 has been furnished to us by management, and our opinion in so far as it relates to the amounts and disclosures included in respect of the Transferor Company and our report in terms of sub- sections (3) and (11) of Section 143 of the Act, in so far as it relates to the Transferor Company, is based solely on the report of the other auditor.

Our opinion on the revised financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditor.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, according to the information and explanation given to us, and based on the report of the other auditor for the Transferor Company referred to in sub- paragraph 2 of the Other Matters paragraph above, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and from the report of the other auditor on the financial statements/ financial information for the Transferor Company as referred to in sub-paragraph 2 of the Other Matters paragraph above.

c) The balance sheet, the statement of profit and loss (including other comprehensive income), revised statement of changes in equity and the statement of cash flows the dealt with by this Report are in agreement with the books of account and the financial statements/ financial information of the Transferor Company audited by the other auditor referred to in sub-paragraph 2 of the Other Matters paragraph above.

d) In our opinion and based on the report of the other auditor on the financial statements/ financial information for the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph above, the aforesaid revised financial statements comply with the Ind AS prescribed under section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors and based on the report of the other auditor on the financial statements/ financial information for the Transferor Company as referred to in sub-paragraph 2 of the Other Matters paragraph above, none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to revised financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".

(B) With respect to the other matters to be included in the Revised Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the report of the other auditor on the financial statements/ financial information for the Transferor Company referred to in sub - paragraph 2 of the Other Matters paragraph above :

i. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its revised financial statements- Refer Note 45 to the revised financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31,2023.

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The respective managements of the Company and Transferor Company has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The respective managements of the Company and Transferor Company has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a) and (iv) (b) contain any material misstatement.

v. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended is not applicable.

(C) With respect to other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according given to us and based on the report of the other auditor for the Transferor Company referred to in sub- paragraph 2 of the Other Matters Paragraph above, the remuneration paid by the Company and Transferor Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

Annexure A to the Revised Independent Auditors Report

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements section of our Revised Independent Auditors Report to the members of the Company on the revised financial statements for the year ended March 31,2023:

This Report supersedes our report dated May 23, 2023.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditors Report) Order, 2020:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and Investment Property.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular program of physical verification of its Property, Plant and Equipment by which all Property, Plant and Equipment are verified in a phased manner over a period of three years. In accordance with this program, certain Property, Plant and Equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties disclosed in the revised financial statements are held in the name of the Company.

d) According to the information and explanations given to us and based on records of the Company examined by us, the Company has not revalued its Property, Plant and Equipment or Investment Property during the year.

e) According to the information and explanations given to us and based on records of the Company examined by us, no proceedings have been initiated or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company did not hold any Property, Plant and Equipment and Intangible assets during the year. Accordingly, reporting under clause 3(i) of the said Order is not applicable for the Transferor Company

ii) The Company does not have any physical inventories. Accordingly, the provisions stated in paragraph 3(ii) of the Order are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters Paragraph in the audit report, the Transferor Company did not hold any inventory during the year. Accordingly, reporting under clause 3 (ii) of the Order is not applicable for the Transferor Company

iii) According to the information and explanations given to us and based on records of the Company examined by us, the Company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties during the year except as given below.

a) The Company has provided unsecured advance in the nature of loan to a Company during the year, the details of which are given below:

Sr. No. Particulars	Loans
A. Aggregate amount granted / provided during the year:
- NPL Chemicals Limited	3.00
B. Balance outstanding as at balance sheet date in respect of above case:
- NPL Chemicals Limited	3.00

b) The terms and conditions of the grant of the above- mentioned advance in the nature of loan provided during the year is, in our opinion, prima facie, not prejudicial to the Companys interest.

c) In respect of advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

d) According to information and explanations given to us and based on the audit procedures performed, in respect of advances in the nature of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

e) None of the advances in the nature of loans granted by the Company have fallen due during the year.

f) The Company has granted advances in the nature of loans which are repayable on demand, the details of which are given below:

(Rs in lakhs)

Particulars	Related Parties
Aggregate of advances in nature of loans	3.00
- Repayable on demand
Percentage of advances in nature of loans to the total loans	100%

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act. Accordingly, reporting under clause 3(iii) of the Order is not applicable to the Transferor Company.

iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans to the parties covered under Section 185 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the loans and investments made. The Company has not provided any guarantees or securities to the parties covered under Section 186 of the Act.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 and 186. Accordingly, reporting under clause 3(iv) of the Order is not applicable to the Transferor Company.

v) According to the information and explanations given to us and based on the records of the Company examined by us, the Company has not accepted deposits or amounts which are deemed to be deposits during the year. Hence, the reporting under clause 3 (v) of the Order is not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not accepted any deposit from the public during the year covered under Section 73 to Section 76 of the Act, and any other relevant provisions of the Act, and the rules framed thereunder in respect of acceptance of deposits from the public. Further, the Transferor Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not passed any order on the Transferor Company in respect of the aforesaid deposits. Hence, the provision of clause (v) of paragraph 3 of the said Order is not applicable to the Transferor Company.

vi) According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company during the year. Hence, the provisions of paragraph 3(vi) of the Order are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the maintenance of cost records has not been prescribed by the Central Government of India under section 148(1) of the Act, in respect of the Transferor Companys business activities for the year. Accordingly, reporting under clause 3(vi) of the Order is not applicable to the Transferor Company.

vii) a) According to the information and explanations given to us and based on the audit procedures performed by us, in our opinion, amounts deducted /accrued in the books of account in respect of undisputed statutory dues including Goods and Services tax (GST), Provident fund, Employeess State Insurance, Income-Tax, Duty of Customs, Profession Tax, Cess and other statutory dues have regularly deposited by the Company with the appropriate authorities wherever applicable, and there are no such outstanding dues as at March 31, 2023, for a period of more than six months from the date they became payable.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph

2 of the Other Matters paragraph in the audit report, the Transferor Company is generally regular in depositing undisputed statutory dues, including dues pertaining to, income-tax, goods and service tax, duty of customs, cess and other statutory dues with the appropriate authorities, wherever applicable and there are no such outstanding dues as at March 31,2023, for a period of more than six months from the date they became payable. vii) b) According to the information and explanations given to us and the records of the Company examined by us, dues of income tax, sales tax and excise duty not deposited on account of dispute are as follows:

Name of the statute	Nature of dues	Amount (Rs in lakhs)	Period to which the Amount Relates	Forum where Dispute is pending
Income Tax Act, 1961	Income Tax	4.58	AY 2013-14	Assistant Commissioner of Income Tax, Mumbai
		101.59	AY 2015-16	Assistant Commissioner of Income Tax, Mumbai
		16.58	AY 2016-17	Assistant Commissioner of Income Tax, Mumbai
		1,079.47	AY 2018-19	Commissioner of Income Tax Appeals, Mumbai
		250.22	AY 2019-20	Assistant Director of Income Tax

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has no dues of income tax and goods and service tax as at March 31, 2023 which have not been deposited with appropriate authorities on account of any dispute.

viii) According to the information and explanations given to us and based on audit procedures performed by us, we have note come across any transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix) a) According to the information and explanations given to us and based on audit procedures performed by us, the Company does not have any loan or other borrowings and therefore, provisions of paragraph 3(ix)(a) of the Order are not applicable to the Company.

b) According to the information and explanations given to us, and based on the audit procedures performed by us, the Company has not been declared willful defaulter by any bank or financial institution or other lender.

c) According to the information and explanations given to us, the Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the Order is not applicable.

d) According to the information and explanations given to us and based on audit procedures performed by us, the Company has not raised any funds on short-term basis during the year and hence, reporting under clause (ix)(d) of the Order is not applicable.

e) The Company does not have any subsidiary, associates, or joint venture during the year and hence reporting under clause 3(ix)(e) of the Order is not applicable.

f) The Company does not have any subsidiary, associate or joint venture and hence reporting under clause 3(ix)(f) of the Order is not applicable.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not taken any loans from financial institutions, banks, or debenture holders and therefore, reporting under clause 3 (ix) of the Order is not applicable to the Transferor Company.

x) a) According to the information and explanations given to us and based on audit procedures performed by us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Transferor Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Transferor Company.

b) According to the information and explanations given to us and based on audit procedures performed by us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) during the year and Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Transferor Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly or optionally) and Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Transferor Company.

xi) a) Based upon the audit procedures performed by us for the purpose of reporting the true and fair view of the standalone financial statements and according to the information and explanations given by the Management, we report that no fraud by the Company or no fraud on the Company has been noticed or reported during the year.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the other auditor have neither come across any instance of material fraud by the Transferor Company or on the Transferor Company by its officers or employees, noticed or reported during the year, nor have they been informed of any such case by the Management of the Transferor Company.

b) In view of what is reported above in clause xi(a), the reporting under clause xi(b) of the Order is not applicable.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the other auditor have not come across with report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT- as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and up to the date of this report.

c) According to the information and explanations given to us and as represented to us by the Management, there are no whistleblower complaints received by the Company during the year.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the other auditor based on the information and explanations given to him by the Management of the Transferor Company and to the best of his knowledge and belief, no whistleblower complaints have been received by the Transferor Company during the year and accordingly, reporting required under clause 3(xi)(c) of the Order is not applicable to the Transferor Company.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting under provisions of paragraphs 3(xii) (a) to (c) of the Order is not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company is not a Nidhi company. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Transferor Company.

xiii) According to the information and explanations and records made available to us by the Company and audit procedures performed by us, all transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the revised financial statements, as required by the applicable accounting standards.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Companys all transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the revised financial statements as required by the applicable accounting standards.

xiv) a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of business.

b) We have considered the internal audit reports of the Company issued during the financial year for the period under audit.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, in terms of section 138 of the Act read with Rule 13 of the Companies (Accounts Rules) 2014, the Transferor Company is not required to have an internal auditor/internal audit system. Accordingly, reporting requirement under clause 3(xiv) (a) and (b) of the Order is not applicable to the Transferor Company.

xv) According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of Section 192 of the Act are not applicable to the Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, provisions of section 192 of the Companies Act, 2013 are not applicable to the Transferor Company.

xvi) a) According to the information and explanations given to us, the Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934 and hence reporting under clause 3(xvi)(a) of the Order is not applicable. Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company is registered under section 45-lA of the Reserve Bank of India Act, 1934.

b) The Company has not conducted any Non- Banking Financial or Housing Finance activities. Accordingly, reporting under provisions of paragraph 3(xvi)(b) of the Order is not applicable to the Transferor Company.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, The Transfer Company holds a valid certificate of registration (COR) from the Reserve Bank of India under the Reserve Bank of India Act, 1934.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under clause 3 (xvi)(c) of the Order is not applicable. Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the Transferor Company is not a Core Investment Company (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly, reporting under clause 3(xvi)(d) of the Order is not applicable to the Transferor Company.

d) According to the information and explanations given to us, the Group does not have more than one Core Investment Company (CIC). Hence, reporting under clause 3 (xvi)(d) of the Order is not applicable to the Company.

xvii) The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, The Transferor Company has not incurred cash losses during the financial year under report nor in the immediately preceding financial year.

xviii) There is no resignation of statutory auditor of the Company during the year and hence reporting under clause 3 (xviii) of the Order is not applicable.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, there has been no resignation of the statutory auditors of the Transferor Company during the year.

xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the revised financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the revised audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the other auditor on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and his knowledge of the Board of Directors and Management plans and based on his examination of the evidence supporting the assumptions, nothing has come to their attention, which causes them to believe that any material uncertainty exists as on the date of the audit report indicating that Transferor Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. They, however, state that this is not an assurance as to the future viability of the Transferor Company. They have further stated that their reporting is based on the facts up to the date of the audit report and they neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Transferor Company as and when they fall due.

xx) a) There are no unspent amounts towards Corporate

Social Responsibility (CSR) other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

b) There are no unspent amounts towards Corporate Social Responsibility (CSR) under section (5) of section 135 of the Act, pursuant to any ongoing projects requiring a transfer to special account in compliance with the provision of section 135(6) of the Act.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters paragraph in the audit report, the provision of section 135 of the Companies Act, 2013 are not applicable to the Company and accordingly, reporting under clause 3(xx) of the Order is not applicable to the Transferor Company.

xxi) The Company does not have any subsidiary, associate or joint venture and hence reporting under clause 3(xxi) of the Order is not applicable.

Based on the report of the other auditor on the Transferor Company referred to in sub-paragraph 2 of the Other Matters Paragraph in the audit report, the Transferor Company does not prepare consolidated financial statements and accordingly, reporting under clause 3(xxi) of the Order is not applicable to the Transferor Company.

Annexure B to the Revised Independent Auditors Report

Referred to in paragraph 2 (A) (f) under Report on Other Legal and Regulatory Requirements section of our Revised Independent Auditors Report to the members of the Company on the revised financial statements for the year ended March 31,2023.

Revised Report on the Internal Financial Controls with reference to Revised Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

This Report supersedes our report dated May 23, 2023.

We have audited the internal financial controls with reference to the revised financial statements of National Peroxide Limited ("the Company") as of March 31,2023 which includes the internal financial controls over financial reporting of Naperol Investments Limited (Transferor Company) for the year ended on that date audited by another firm of Chartered Accountants (Refer Other Matter Paragraph below) in conjunction with our audit of the revised financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to revised financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to revised financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to the revised financial statements, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to revised financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to revised financial statements and their operating effectiveness. Our audit of internal financial controls with reference to revised financial statements included obtaining an understanding of internal financial controls with reference to revised financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the revised financial statements, whether due to fraud or error.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor for the Transferor Company in terms of their report referred to in the Other Matter paragraph below is sufficient and appropriate to provide a basis for our revised audit opinion on the Companys internal financial controls system with reference to revised financial statements.

Meaning of Internal Financial Controls with reference to Revised Financial Statements

A Companys internal financial control with reference to revised financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of revised financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to revised financial statements includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of revised financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the revised financial statements.

Inherent Limitations of Internal Financial Controls with reference to Revised Financial Statements

Because of the inherent limitations of internal financial controls with reference to revised financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to revised financial statements to future periods are subject to the risk that the internal financial controls with reference to revised financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Emphasis of Matter

We draw attention to Note 3 of the revised financial statements which describes the basis of preparation and the composite scheme of arrangement (the "Scheme") between National Peroxide Limited ("Demerged/ Transferee Company/The Company"), Naperol Investments Limited ("Transferor Company") and NPL Chemicals Limited ("Resulting Company"). As explained in detail therein, these revised financial statements for the year ended March 31, 2023 have been prepared pursuant to the Scheme for Demerger, transfer and vesting of Demerged undertaking (as defined under the Scheme) from the Demerged Company into the Resulting Company and Amalgamation of Transferor Company with the Transferee Company, from the Appointed date i.e. April 1,2022, as approved by the National Company Law Tribunal (NCLT), Mumbai Bench, vide its certified order dated May 25, 2023 (the "Order"). The Company has accounted for such Scheme in accordance with provision of Indian Accounting Standard (Ind AS) specified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and any amendments issued thereunder and in accordance with generally accepted accounting principles.

We issued a separate auditors report dated May 23, 2023 on the standalone financial statements to the members of the Company. The aforesaid Order having been approved by applicable regulatory authority subsequent to May 23, 2023, the Company has now prepared revised financial statements incorporating the impact for transfer of assets and liabilities related to Demerged Undertaking to the Resulting Company and amalgamation of Transferor Company from the appointed date i.e. April 1, 2022. In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the standalone financial statements with respect to the adequacy and operating effectiveness of internal financial controls with reference to the revised financial statements therein are restricted solely to the aforesaid matter relating to the Scheme and no effect have been given for any other events, if any, occurring after May 23, 2023 (being the date of our earlier audit report on the earlier standalone financial statements). Our earlier audit report dated May 23, 2023, on the earlier standalone financial statements is superseded by this revised report on the revised financial statements.

Our opinion is not modified in respect of this matter.

Opinion

In our opinion, to the best of our information and according to the explanations given to us and based on the report of the other auditor on the adequacy and operating effectiveness with reference to revised financial statements of the Transferor Company, referred to in Other Matter paragraph below, the Company has, in all material respects, an adequate internal financial controls with reference to revised financial statements and such internal financial controls were operating effectively as at March 31,2023, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Other Matter:

We did not audit the adequacy and operating effectiveness of internal financial controls with reference to financial statements of the Transferor Company for the period April 1,2022 to March 31,2023. The adequacy and operating effectiveness of internal financial controls with reference to financial statements of the Transferor Company for the aforesaid period, has been audited by other auditor, whose report has been furnished to us and our opinion in so far as it relates to the adequacy and operating effectiveness of internal financial controls with reference to financial statements included in respect of the Transferor Company, and our report under Section 143(3)(i) of the Act in so far as it relates to the Transferor Company is based solely on the report of the other auditor.

Our opinion is not modified in respect of this matter.

For Kalyaniwalla & Mistry LLP

Chartered Accountants

Firm Registration No. 104607W/W100166

Sd/-

Jamshed K. Udwadia

Partner

Membership No.: 124658

UDIN: 23124658BGXLUO6427

Mumbai, October 20, 2023