National Peroxide Ltd Directors Report

to the Members

Your Directors are pleased to present the 6th (Sixth) Annual Report on the business and operations of National Peroxide

Limited ("the Company" or "NPL) and the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2026, 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 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("the Act").

The summarized financial highlights are depicted below:

( in lakhs)

	Financial Year Ended
Particulars	March 31, 2026	March 31, 2025
Total Income	29,568.37	29,136.11
Profit before tax and exceptional items	806.71	(207.66)
Exceptional Items	58.15	-
Profit before tax after exceptional items	748.56	(207.66)
Tax Expense	166.14	16.98
Net Profit after Tax	582.42	(224.64)
Dividend paid on Equity Shares	-	718.44*

*Dividend of 12.50(125%) per equity share of 10 each paid for the financial year 2023-24.

The Board of Directors, at its meeting held on April 30,

2026, had approved the Audited Financial Statements of the Company for the financial year ended March 31, 2026. Subsequently, for the reasons stated in Note no. 48 the Financial Statements were revised and again approved by the Board of Directors at its meeting held on August 12, 2026.

2. DIVIDEND

Dividend Distribution Policy

The Dividend Distribution Policy as formulated and adopted by the Board in terms of Regulation 43A of the SEBI Listing Regulations is available on the Companys website and can be accessed at: https://naperol.com/ downloads/LODR/Dividend-Distribution-Policy.pdf

Declaration and Payment of Final Dividend

The Board is pleased to recommend a Final Dividend of 7.00/- per equity share of face value of 10/- each (70%) for FY 2025-26. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits of the year under review. The said dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (‘AGM) scheduled to be held on Tuesday, September 29, 2026. If approved, the dividend would result in a cash outflow of 402.29 lakhs.

The total dividend payout works out to 69.07% of the Companys net profit of the year.

The dividend once approved by the Shareholders will be paid after September 29, 2026.

Record Date

The record date fixed for determining the entitlement of Members for payment of dividend is Tuesday, September 22, 2026.

In accordance with the Finance Act, 2020, dividend income is taxable in the hands of Members and the

Company is required to deduct tax at source from the dividend to be paid to the Members as per rates prescribed under the Income Tax Act, 2025.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves for FY 2025-26.

4. STATE OF COMPANYS AFFAIRS

A. Income and Profitability

As per the revised financial statements for the year ended March 31, 2026, the total income for the year under review was 29,568.37 lakhs as against 29,136.11 lakhs for the previous year. The profit / (Loss) before tax after exceptional items was Rs. 748.56 lakhs and the profit / (loss) after tax was

582.42 lakhs for the year under review as against (207.66) lakhs and (224.64) lakhs respectively, for the previous year.

Basic and diluted earnings per share was 10.13 and (3.91), during FY 2025-26 and FY 2024-25 respectively.

B. Financial Liquidity

Cash and cash equivalents as on March 31, 2026, was 1,880.17 Lakhs as against 1,292.70 Lakhs for the previous year. The Companys working capital management is based on a well-organised process of continuous monitoring and controls on receivables, inventories and other parameters.

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

During FY 2025-26, there was no change in the nature of business.

6. 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 close of

FY 2025-26 and the date of this Report.

7. 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 Act read with

Companies (Acceptance of Deposits) Rules, 2014.

8. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiaries or associate companies and has not entered into any joint ventures during the period under review. Accordingly, the reporting of the highlights of performance of subsidiaries, associates, and joint venture companies and their contribution to the overall performance of the Company, as required under Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, is not applicable.

Consequently, the provisions of Section 129(3) of the

Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, relating to the preparation of AOC-1, as well as the provisions of Section 136 concerning the placement of financial statements of subsidiaries on the Companys website, are also not applicable.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations, the Management Discussion and

Analysis Report for the financial year under review forms part of this Annual Report and is presented in a separate section.

10. CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant to Regulation 34(3) of the SEBI Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate

Governance, is provided as ‘Annexure l and forming part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f ) of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated

May 10, 2021, the Business Responsibility and Sustainability Report (‘BRSR) for the financial year 2025-26 is not applicable to the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social

Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Act. The

Committee comprises three Directors, including one Independent Director.

The Companys CSR activities, projects, and programs are undertaken in compliance with the provisions of Section 135 of the Act, read with the rules made thereunder. A detailed CSR Report, containing particulars as prescribed under the Companies

(Corporate Social Responsibility Policy) Rules, 2014 is provided as ‘Annexure Il and forming part of this

Annual Report.

13. RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The

Policy on Materiality Related Party Transactions as formulated by the Audit Committee and approved by the Board is hosted on the Companys website and can be accessed at https://naperol.com/wp-content/ uploads/2026/05/Related-Party-Transactions-Policy. pdf

All contracts/arrangements/transactions entered by the Company with related parties were in compliance with the applicable provisions of the Act and SEBI

Listing Regulations for FY 2025-26. The approval of the Audit Committee is obtained for all related party transactions as specified in SEBI Listing Regulations. Pursuant to the said omnibus approval, details of related party transactions entered by the Company are also reviewed by the Audit Committee on a quarterly basis.

All the transactions entered by the Company with related parties during the year under review were at arms length basis and in ordinary course of business. Further, there was no material significant related party transactions entered by the Company during the year under review, that required shareholders approval. The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC 2 is appended to this report as ‘Annexure III.

In accordance with Ind AS-24, the related party transactions are disclosed in the Notes to Financial Statements for FY 2025-26 forming part of this Annual Report.

14. WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for

Employees and Directors in conformation with the provisions of Section 177(9) of the Act and Regulation

22 of SEBI Listing Regulations, to report genuine concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across the Company.

Details of the Whistle Blower Policy are provided in the Corporate Governance Report and are also available on the Companys website at https://naperol.com/ downloads/boardpolicies/Whistle_Blower_Policy.pdf

15. RISK MANAGEMENT

Your Company has a well-defined Risk 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.

16. DETAILS OF BOARD MEETINGS

During the financial year, five (5) Board Meetings were held. The details of the meetings are provided in the Corporate Governance Report and the same is forming part of this Annual Report.

17. BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the Act and SEBI Listing Regulations.

As on March 31, 2026, the Board currently has following five (5) Committees: i. Audit Committee, ii. Nomination and Remuneration Committee, iii. Corporate Social Responsibility Committee, iv. Stakeholders Relationship Committee and v. Risk Management Committee.

The Board, in its meeting held on July 29, 2025, had dissolved the Listing Committee pursuant to implementation of the Composite Scheme of Arrangements.

The Terms of Reference of the respective Committees are in line with the applicable provisions of the Act and SEBI Listing Regulations and were duly approved by the

Board of Directors.

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

The details of the Committees, its composition, its role, number of Committee meetings held and attendance at meetings are provided in the Corporate Governance Report.

18. 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), Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board is of the opinion that Mr. Ness N Wadia 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 August 12, 2026, recommended the re-appointment of Mr. Ness N Wadia for the consideration of the Members of the Company at ensuing AGM.

Brief Profile and other information of Mr. Ness N Wadia as required under Regulation 36(3) of SEBI Listing

Regulations and Secretarial Standard - 2 are given in the Notice of the 6th AGM of the Company. The above proposal for re-appointment forms part of the Notice of the 6th AGM.

Re-appointment of Director:

The Members of the Company in its 5th Annual General Meeting held on September 04, 2025, had approved the reappointment of Mr. Rajiv Arora (DIN: 08730235) as Whole Time Director designated as "Chief Executive Officer (CEO) & Director" of the Company for a further period of 2 (Two) years with effect from September 25, 2025 till September 24, 2027.

Changes in Key Managerial Personnel (‘KMP) of the Company:

During the year under review and thereafter, certain changes occurred in the Key Managerial Personnel

("KMP") of the Company, as detailed below: Mr. Pravin Shetty ceased to be the Chief Financial Officer of the Company with effect from the close of business hours on September 19, 2025, and Mr. Amish Shah ceased to be the Company Secretary and Compliance

Officer of the Company with effect from the close of business hours on December 12, 2025. The Board places on record its sincere appreciation for their valuable contributions and services rendered during their respective tenures with the Company.

Based on the recommendation of the Nomination and

Remuneration Committee and approval of the Audit

Committee, the Board of Directors appointed Mr. Amit Goriwale as Interim Chief Financial Officer, Interim

Chief Risk Officer and Key Managerial Personnel of the Company with effect from December 18, 2025.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Akshay Satasiya as Company Secretary

& Compliance Officer and Key Managerial Personnel of the Company with effect from March 9, 2026.

Mr. Amit Goriwale stepped down from the position of

Interim Chief Financial Officer, Interim Chief Risk Officer ("Interim CFO & CRO") and Key Managerial Personnel of the Company with effect from the close of business hours on May 31, 2026, consequent to the appointment of a Chief Financial Officer and Chief Risk Officer. The

Board places on record its sincere appreciation for his valuable contributions and services rendered during his tenure as Interim CFO & CRO of the Company.

Based on the recommendation of the Nomination and

Remuneration Committee and approval of the Audit

Committee, the Board of Directors appointed Mr. Chirag

Kothari as the Chief Financial Officer, Chief Risk Officer and Key Managerial Personnel of the Company with effect from June 1, 2026.

19. DECLARATION BY INDEPENDENT

DIRECTORS:

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the relevant rules, and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also confirmed continued compliance with the Code of

Conduct for Independent Directors set out in Schedule IV to the Act. Further, in accordance with Regulation

25(8) of the SEBI Listing Regulations, the Independent Directors have affirmed that they are not aware of any circumstance or situation existing or anticipated, that could affect their ability to exercise independent judgement or discharge their duties objectively and without external influence. The Directors have also confirmed that they are not debarred from holding the office of director by any order of SEBI or any other authority.

In the opinion of the Board, there has been no change in the circumstances that could affect the independence of the Independent Directors. The Board is satisfied with the integrity, expertise and experience of all the Independent Directors, including their proficiency as required under Section 150(1) of the Act and the applicable rules. Further, in accordance with Section

150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, the Independent Directors have included their names in the Independent Directors data bank and have complied with the requirement of passing the proficiency test, as applicable.

20. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its committees 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.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, 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 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.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section

92(3) of the Act for the financial year ended March 31, 2026, is available on the Companys website and can be accessed at https://naperol.com/service/annual-returns/ 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.

23. ADEQUACY OF INTERNAL FINANCIAL

CONTROLS

Internal Audit plays a key role in providing 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 Companys assets. The details of adequacy of

Internal Financial Controls are given in the Management

Discussion and Analysis Report.

24. SHARE CAPITAL

During the year under review, there has been no change in the authorised and paid-up share capital of the Company.

25. PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS

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

26. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future.

27. 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 was no application made or any proceeding pending during the year under review under the Insolvency and Bankruptcy Code, 2016.

28. 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.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the

Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure IV annexed to this

Annual Report.

30. AUDITORS AND AUDIT REPORTS a) Statutory Auditors

The Members of the Company at its 1 st Annual General Meeting (AGM) held on August 25, 2021, appointed M/s. Kalyaniwalla and Mistry LLP, Chartered

Accountants (Firm Registration No. 104607W/

W100166), as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of 1st AGM held on August 25, 2021, until the conclusion of 6th AGM to be held for the FY 2025-26.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014, based on the recommendation of the Audit Committee and the Board of the Directors, M/s. Kalyaniwalla and Mistry

LLP, are proposed to be re-appointed as Statutory Auditors of the Company for a second term of five years to hold office from the conclusion of the 6th AGM till the conclusion of the 11th AGM to be held in year 2031, subject to approval of Members in the ensuing

AGM. The necessary resolution for re-appointment of

Statutory Auditor forms part of the Notice convening the ensuing AGM.

In this regard, the Company has received consent from M/s. Kalyaniwalla and Mistry LLP for their reappointment along with a certificate confirming that they satisfy the criteria provided under Section 141 of the Act and the re-appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Revised Statutory Auditors Report on the Revised financial statements for FY 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have expressed an Unmodified Opinion with Emphasis of Matter paragraph drawing attention to the retrospective restatement of certain figures as at and for the year ended March

31, 2026.

b) Internal Auditors:

At the Board Meeting held on January 23, 2025,

M/s. PKF Sridhar & Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2025-26.

They have carried out an Internal Audit of the Company for FY 2025-26. The reports and findings of the Internal Auditors are quarterly reviewed by the Audit Committee.

c) Cost Auditors

Pursuant to Section 148(1) of the Act, the Company has, during the year under review, maintained such cost accounts and records as specified by the Central Government. The said cost accounts and records for FY 2025 26 are subject to audit by M/s. D. C. Dave &

Co., Cost Auditors of the Company.

The Board, at their meeting held on April 30, 2026, has re-appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration Number: 000611) as Cost Auditors of the Company for conducting cost audit for FY 2026-

27 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. A resolution seeking approval of the Shareholders to ratify the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing

Annual General Meeting.

The Cost accounts and records as required to be maintained under Section 148 (1) of the Act are duly made and maintained by the Company.

d) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Regulation 24A of the

SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 5th AGM held on September 04, 2025, approved the appointment of M/s. Parikh & Associates, Practicing Company Secretaries (FRN P1988MH009800), as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from April 1, 2025 until March 31, 2030.

The Members also approved the remuneration for FY 2025-26 payable to the Secretarial Auditors and authorised the Board of Directors to finalise the terms and conditions of the appointment, including remuneration of the Secretarial Auditors for the remaining period, based on the recommendation of the

Audit Committee.

There are no qualifications, reservations or adverse remarks made in the Secretarial Auditors Report for the FY 2025-26.

The Report of the Secretarial Auditors for the FY 2025-26 is appended as ‘Annexure V.

31. COMPLIANCE WITH THE SECRETARIAL

STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The

Institute of Company Secretaries of India, as mandated under Section 118 of the Act.

32. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of fraud committed in the

Company by its Officers or Employees to the Audit

Committee under Section 143(12) of the Act.

33. PREVENTION OF SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE

Pursuant to the Sexual Harassment of Women at

Workplace (Prohibition, Prevention and Redressal)

Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Further, the Company has set up an Internal Complaints

Committee for providing a redressal mechanism pertaining to sexual harassment of the employees at workplace.

The details of complaints received, disposed and pending, during FY 2025-26 are as follows:

• Number of complaints of sexual harassment NIL received in the year • Number of complaints disposed off during NIL the year • Number of complaints pending as on end NIL of the financial year • Number of complaints pending for more than NIL ninety days

34. STATEMENT ON MATERNITY BENEFIT

ACT, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

35. NOMINATION AND REMUNERATION

POLICY

The details of the Companys 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 at https://naperol.com/ downloads/LODR/Remuneration-Policy-Directors-KMPs-Employees.pdf

36. 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 VI.

37. CHIEF EXECUTIVE OFFICER & CHIEF

FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of SEBI 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. Directors 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
	of National Peroxide Limited
(Formerly known as NPL Chemicals Limited)
	Ness N. Wadia
Date: August 12, 2026	Chairman
Place: Mumbai,	(DIN: 00036049)