NOCIL Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present their Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

(Rs. In Crores)

Particulars	Financial Year Ended March 31, 2026	Financial Year Ended March 31, 2025
Revenue from Operations	1,302.97	1,392.69
Profit Before Interest,	138.74	173.15
Depreciation & Tax
Less: Interest	1.39	1.78
Less: Depreciation	53.54	52.26
Profit Before Tax	83.81	119.11
Less: Tax Expense	19.72	11.53
Net Profit After Tax	64.09	107.58
Earnings per share of face value of Rs. 10/- each-Basic	3.84	6.45
Earnings per share of face value of 10 /- each	3.83	6.43
-Diluted

Performance of the Company

During 2025-26, the Company achieved a consolidated growth of over 3%, despite a volatile Global Trade Environment. The initial six months saw a 5% de-growth relative to the previous year, primarily due to provisional U.S. tariff measures and intensified import pressures. By leveraging a judicious mix of pricing and volume strategies alongside the transition to GST 2.0, the Company achieved 11.65% growth in the second half of 2025-26. This aggressive market approach effectively reversed the contraction seen in the first half of the fiscal year.

Our performance outperformed the Global Rubber consumption trend, which remained largely flat, and closely tracked the 3.50% growth rate of the Indian Domestic Market. To counter aggressive pricing strategies from Global Competitors, the Company proactively recalibrated its pricing by approximately 9–10%. While revenue from operations adjusted to 1,303 Crores from 1,393 Crores in the previous year, this tactical pricing ensured volume protection and customer retention. Your Company continues to prioritise service excellence and product integrity, ensuring it remains the preferred partner for our Global Customers.

Domestic Market

In the Domestic Market, your Company recorded a net revenue of Rs. 863 Crores v/s Rs. 885 Crores for the previous year. On the domestic side, volumes maintained a healthy upward trend nearing double digit, supported by steady underlying demand largely improved on account of GST 2.0 roll-out and improved industry sentiment particularly from second half of the financial year 2025-26. Given the sharp price erosion in the market, your Company was forced to take a balanced approach in the form of a judicious mix of price and volume. On an overall basis, your Company achieved a growth of 9%, albeit a price drop of over 10%. Our efforts to continue to hold our deep engagement with customers and our supply reliability with an almost complete product range in the rubber chemicals portfolio continue to hold us in good stead in the domestic market. China being the largest manufacturer and market for Rubber Chemicals accounts for about 80% of Worlds Rubber Chemical production and consumes about 41% of the Rubber Chemicals, resulting in significant exportable surplus. The subdued demand in international markets, including China itself, has resulted in a surge in supply from China thereby exerting pressure on volume and price dynamics both in the Domestic and International Markets. India, being the second largest market for Rubber Chemicals and in the absence of any trade barriers, is exposed to continual aggressive dumping of finished goods, as well as its penultimate intermediates. There were other serious challenges on the pricing front as some of the Competitors offered prices at NIL import duty availing the Free Trade Agreement (FTA) benefit which in our view is questionable given the value addition noms of 35% being met or otherwise by the source country of supply or origin. This alone impacted the revenues by about 2% and the balance due to competitive pressures, part of which can be due to slowing demand in the domestic China market and other western markets. The soft input prices also contributed to the downward selling prices.

To counter the dumping strategy, your Company as mentioned in the previous years Annual report ( 2024-25) has filed anti-dumping petitions on 4 of its key products with the Government of India. We are pleased to share that the authorities having found merit in our submissions, have initiated detailed investigation. The Directorate General of Trade Remedies (DGTR) under the Ministry of Commerce has issued positive final findings in 2 of its products in March 2026 and we expect the outcome of the proceedings in respect of the other 2 products in the coming quarter. Post recommendations by the DGTR, the Central Government through the Ministry of Finance will decide on acceptance or rejection of the Petitions, within a statutory period of 90 days.

Exports

Globally the consumption of Natural Rubber and Synthetic Rubber in ongoing fiscal is largely in line with that of 2019 levels at 30 - 31 Mn tonnes. During the year, few unexpected challenges were experienced in the form of higher provisional USA trade tariffs and latex product pricing coming under serious pressure from Chinese competitors, resultantly, Exports showed a volume de-growth of 8%. The weak demand in the Western world also was another factor. On the revenue front, the Company recorded a turnover of Rs. 440 Crores as against Rs. 487 Crores thereby registering a decrease of 10% after adjusting for relatively lower price drop of 2%.

Global customers continue to value the strengths and capabilities of your Company. The capacities on hand, will enable your Company to leverage growth opportunities to fulfil its long-term vision of doubling its market share in the global space. We believe that the +1 strategy with a One-stop shop offering continue to be important differentiators for NOCIL when our Customers look for security of supply chain from a medium to long term perspective.

Operations

The production of all products was optimised in-line with demand and the evolving market environment. On the input front, we saw a price decrease in our major inputs quarter over quarter, which is reflected in the financial statements. Benzene linked raw materials exhibited a moderately soft trend for most part of the year largely due to the soft benzene prices. The decrease in input costs was not sufficient to offset the reduction in selling prices on a per unit basis. This resulted in contraction in overall margins of the Company.

Organisation-wide initiatives are underway to improve operational efficiencies, including cost control measures and enhancing production processes. As a result, the utility cost was kept under control and conversion cost on overall basis was reduced on a per unit basis. Most of the fixed costs were kept within acceptable range and your Company decided to optimise its power needs through a mix of grid power, co-generation through turbine, sourcing green power and a bit of Solar energy in its Dahej site. In the evolving Global Environment, your Company remained focused on strategic priorities to deliver sustainable growth. While the market environment continues to remain challenging, your Company is actively managing margin pressure through a judicious mix of price and volume strategies, operational efficiencies and various cost optimisation initiatives that will generate meaningful savings in the near term.

Projects

During March 2024, the Board of Directors of the Company approved expansion of TDQ production at Dahej Site at a cost of Rs. 250 Crores. We are happy to inform that the said Project has commenced trial production. On successful approvals, the project is expected to be capitalised a few months earlier than originally envisaged and that too at a lower cost of 10-12% than the sanctioned amount. During the year, the Board of Directors of the Company at its meeting held on 16th March 2026 has accorded approval for incurring Capital Expenditure of approximately INR 130 Cr towards capacity expansion (Rubber Chemicals in the speciality segment with its captive intermediate) at the Dahej Plant. The Project is scheduled to commence trial production around Q2 FY28. The funding for both these Projects will be largely through internal accruals and the balance through a long-term loan of 9 yrs not exceeding Rs. 100-110 Crores at competitive interest rates linked to moving Repo rates from time to time. In addition to the above, there are a few ongoing capital expenditures regarding environmental aspects as well as some de-bottlenecking initiatives amounting to Rs. 27 Crores which have been capitalised during the year.

We continue to work on improving our operational efficiencies with technology and infrastructure and at the same time prioritise eco-friendly practices from energy efficient production methods to waste reduction techniques.

The capital expenditure programme is in-line with your Companys overall objective of establishing NOCIL as a Strong, Reliable, and Sustainable Rubber Chemicals Partner to the Rubber Industry. Finance Rating

During the year under review, the Company has judiciously utilised its resources and consequently, generated cash profits for the whole year and thus was not required to utilise any fund based working capital facilities for most part of the year. The Company maintained its " debt free" status as at the end of the Financial Year.

The Credit Ratings Agencies CARE and CRISIL Limited have reaffirmed ratings as CARE AA (Double A) and CRISIL AA for long term Bank Facilities (Term loan as well as Fund Based facilities) and CARE A1+ (A One plus) and CRISIL A1+ rating for short term Non-Fund Bank facilities, respectively.

Insurance

The Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and as required under the various legislative enactments. There were no major incidents or accidents to warrant insurance claims during the year under review.

Dividend Policy

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended, the Board of Directors have duly approved and adopted a Dividend Distribution Policy attached as Annexure "G". The said Policy is also available on the Companys website, the weblink of which is as under: https://www.nocil.com/wp-content/uploads/2023/11/ Dividend-Distribution-Policy-2018.pdf

Dividend Pay-out

The Board of Directors at their meeting held on May 07, 2026, recommended a dividend of 1.50 /-per Equity share of the face value of Rs. 10/- each to be paid to those shareholders whose names appear in the Register of

Members of the Company or in the records of Depositories as beneficial owners of Equity Shares as on July 24, 2026 (Record date). This is subject to approval by the Shareholders at the forthcoming 64th Annual General Meeting convened on August 03, 2026. The cash outflow on account of dividend (if approved) will involve a sum of Rs. 25.05 Crores (previous year Rs. 33.40 Crores) which will be utilised from the Free Reserves prevailing as on the date of the 64th Annual General Meeting.

Dividend in case of non-KYC compliant Folios:

SEBI has, vide its Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 for Registrars to an Issue and Share Transfer Agents dated May 07, 2024 read with SEBI Circular No. SEBI/ HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024, mandated that with effect from April 01, 2024, dividends will be paid ONLY by electronic mode to the Members (including those holding physical shares) who have updated their Bank Account details. NO DEMAND DRAFTS /PAY ORDERS WOULD BE ISSUED BY THE COMPANY. Accordingly, Shareholders holding shares in demat form are once again requested to submit/update their Bank Account details and PAN with the respective Depository Participants (DPs) with whom they have maintained their demat accounts.

Shareholders holding shares in physical form are requested to submit written request in the prescribed Form ISR- 1 to update Bank account details as well as PAN(can be downloaded from the Companys website : www.nocil. com) to update Bank account details as well as PAN to the RTA of the Company, KFin Technologies Limited either by email to einward.ris@kfintech.com or by post to Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032. Members are requested to send the following documents in original to RTA : From ISR-1 duly filled in and signed by the holders stating their name, Folio No. complete address and details of the bank account in which dividend is to be received. The said Form is available on the website of the Company https://www.nocil.com/investors-download/ Mandatory Furnishing of PAN, KYC details and Nomination by holders of shares in physical form and on the website of the RTA at www.kfintech.com. i. Original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly. In case name of the holder is not available on the cheque, kindly submit the following documents:-a. Cancelled cheque in original. b. Bank attested legible copy of the first page of the Bank Passbook / Bank Statement bearing the names of the account holders, address, same bank account number and type as on the cheque leaf and the full address of the Bank branch. ii. Self-attested photocopy of the PAN Card of all the holders; and iii. Self-attested photocopy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

Transfer of Unpaid Dividend and corresponding Equity Shares to the Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF); established by the Government of India, after completion of seven (7) years from the date it became due for payment. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The total amount lying in the Unclaimed Dividend Account of the Company as on March 31,2026 in respect of the last seven years from FY 2018-19 to FY 2024-25 is Rs. 3.04 Crores.

Duringtheyearunderreview,allUnclaimed/UnpaidDividends up to F.Y. 2017-18 amounting to Rs. 0.49 Crores have been transferred to the Investor Education and Protection Fund (IEPF) Unclaimed / Un-encashed Dividend for the FY 2018-19 (paid on August 05,2019), are due for transfer to IEPF on September 05, 2026. The Company has intimated individually to concerned shareholders vide letter dated May 13, 2026 (via speed Post and emails) and published necessary notices in the newspapers intimating the shareholders about the impending transfer and the procedure for claiming the same. Public notices in the form of advertisements were published in the Economic Times and the Maharashtra Times on May 06, 2026.

As per the IEPF Rules, as amended, the due date for transfer of Equity Shares in respect of Dividends pertaining to the Financial Year 2017-18 was August 31, 2025. The Company had intimated individually to concerned shareholders and published necessary notices in the newspapers intimating the shareholders about the impending transfer and the procedure for claiming the same.

In compliance with the Amended Rules, during the year, the Company has transferred 1,19,383 Equity shares to the designated demat account opened by IEPF Authority with NSDL through Punjab National Bank, belonging to those shareholders holding shares both in dematerialised form as well as physical form, who had not encashed their Dividend for a period of 7 years or more beginning from the F. Y. 2017-18. The shares held in demat / physical mode were transferred during September 2025.

The Company has also uploaded the details of the Shareholders whose Shares were liable to be transferred to IEPF on its website viz., www.nocil.com.

"SAKSHAM NIVESHAK" campaign : A laudable proactive initiative by the Regulators in the interests of Investors

The Company extends its full support and pledges full cooperation for the benevolent SAKSHAM NIVESHAK - 100 days campaign launched by IEPFA & SEBI to help investor resolve their pending issues and claim unpaid/unclaimed dividends (before transfer to IEPF) on completion of 7 years. Pursuant to Ministry of Corporate affairs (MCA) communication dated July 18, 2025 NOCIL commenced a 100 Day campaign "Saksham Niveshak" from July 28, 2025 to November 06, 2025. During this campaign the Company reached out (by way of Letters and Emails) to all those shareholders who had not claimed their Dividends for any of the Financial Years from 2017-18 to 2023-24 or who had not been able to update their KYC requirements or who were facing any issues related to unclaimed dividends and shares thereon .

An overview of the initiatives by the Company in this regard is presented hereunder

Initiative	Steps taken by the Company
Core Committee formation	A core committee comprising of representatives from the RTA and Company Secretarys Dept for regular monitoring of the progress
Consistent /Regular follow up with Shareholders	Shareholders are regularly reminded to take steps to claim their unpaid dividends via letters (thru speed post; emails and public notices)
Progress reports	The progress reports filed with IEPFA clearly demonstrate the progress made towards resolution of the pending cases

Committed to providing the "Best-In-Class Investor Services":- ISO 9001:2015 certification

The Compliance Function of NOCIL bagged the prestigious ISO 9001:2015 certification for ROBUST INVESTOR SERVICING PROCESS from TUV SUD on May 26, 2025 (valid for three years and subject to surveillance audit every year). As per the surveillance audit conducted by the TUV SUD for FY 2025-26 the Company is in compliance with the ISO 9001:2015 STD :- ROBUST INVESTOR SERVICING .

Discontinuation of the need for Letter of Confirmation (LOC)":-A major investor friendly reform

On January 30, 2026, SEBI issued a circular (effective April 02, 2026) eliminating the need for a "Letter of Confirmation (LOC)" and mandating that securities be directly credited to investors demat accounts through depository-enabled workflows. This SEBI circular is a major investor-friendly reform.

For e.g - If a shareholder holds physical shares or need services like transmission or duplicate certificates, you will now see securities directly credited to your demat account without the LOC step. This reduces friction, speeds up processes, and enhances investor protection.

Fixed Deposits

Your Company does not accept Deposits from the Public, and hence there are no outstanding/unclaimed Deposits as of March 31, 2026.

Health, Safety and Environment (HSE)

HSE is a fundamental value of the Company, representing our unwavering commitment to excellence in manufacturing and all business activities, guiding us toward a Sustainable future.

Safety is paramount when dealing with Hazardous Chemicals and Processes. We encourage a high level of awareness of safety issues among our Employees, including Contract Employees, and strive for continuous improvement. Employees are trained in safe practices to be followed at the Workplace. High emphasis is placed on laid-down Policies, Systems, and Procedures. Reporting of ‘near miss incidents and their investigation and the unique practice of ‘Safety Attitude Encouragement (SAE) rounds by the Operations Team has helped build a very strong safety culture across the organisation over the years. With a view to improving the safety culture, measurable Key Performance Indicators (KPIs), Leading Indicators and Lagging Indicators are reviewed in the monthly Environment, Health, and Safety (EHS) Review Meeting which is chaired by the Managing Director of the Company.

We are one of the leading members of the Local and District Crisis Group and have earned a reputation amongst society around and Statutory Authorities for prompt support during Disaster Management events. The Company conducts scheduled mock drills for emergency scenarios with the active involvement of its staff and occasionally, in the presence of external stakeholders.

Process Safety Management is an essential part of Risk Assessment using HAZOP / HAZAN / PSSR / LOPA techniques. All Plant changes, modifications, new project implementation undergo risk assessment studies before implementation. By consistently applying these practices, we not only comply with Regulatory requirements but also strengthen our safety culture and drive continuous improvement in Risk Management across our operations. The protection of the Environment and Compliance with Pollution Control Regulations are of paramount importance to our Company. Through research, innovation, and responsible manufacturing practices, we strive to reduce greenhouse gas emissions, conserve water resources, and reduce energy consumption. We have a programme in place for waste management using the 3Rs Strategy (Reduce,

Reuse & Recycle) techniques. Novel Effluent Treatment techniques are employed at our state-of-the-art Dahej plant. A team of R&D scientists are exclusively focusing on Green Chemistry and Environmental Research.

Regular monitoring of the workplace is conducted to assess levels of Volatile Organic Compounds (VOCs), emissions from boilers and process stacks, noise and illumination levels, as well as ambient air quality. This comprehensive approach is implemented to ensure a safe and healthy working environment.

NOCIL is one of the only 91 companies in India that holds certification for ‘Responsible Care– the Global Chemical Industrys initiative, focused on Environmental, Health and Safety (EHS) improvements. The renewal of this certification underscores the companys commitment to Energy Conservation, Natural Resource Management, Pollution Prevention, and the Protection of Public Health and Safety. This not only reflects NOCILs operational integrity but also aligns with the Industry Best practices for Sustainable Chemical Manufacturing and Corporate Responsibility.

All manufacturing facilities are equipped with an Occupational Health Centre (OHC) that conducts regular and comprehensive medical evaluations for every category of employee. We prioritise the health and well-being of our workforce through targeted counselling sessions, both individually and in groups, designed to significantly enhance health awareness. Throughout the year, we have successfully implemented health awareness programmes on essential topics, such as lifestyle changes and heart health, empowering our employees to take charge of their wellness

Total Quality Management (TQM)

TQM serves as a foundational pillar of the Companys operational and strategic framework, driving excellence acrossallbusinessfunctions.Thestructuredimplementation of TQM has enabled the Company to build a sustainable competitive advantage by enhancing operational efficiency, optimising resource utilisation, and consistently delivering superior product quality. This disciplined approach has significantly strengthened customer trust, reinforced long-term business relationships, and contributed to improved profitability and market share growth.

TQM principles are holistically integrated across the entire value chain—from procurement and vendor development to manufacturing, quality assurance, logistics, and customer service—ensuring seamless alignment with quality objectives at every stage. The Company emphasizes a proactive approach to quality by focusing on prevention rather than detection, supported by standardised processes, real-time monitoring systems, and data-driven decision-making. Continuous evaluation and improvement of processes help minimise variability, reduce waste, and enhance overall productivity.

NOCIL has established robust organisational processes, well-defined business workflows, and comprehensive management systems that are aligned with global standards and industry best practices. These systems are regularly reviewed and upgraded to incorporate technological advancements, regulatory requirements, and evolving customer expectations. Cross-functional collaboration and integrated planning further ensure consistency, agility, and resilience in operations.

Customer satisfaction remains a central focus of NOCILs TQM philosophy. The Company actively engages with customers to understand their evolving needs and expectations, ensuring that products and services consistently meet or exceed defined quality standards. Feedback mechanisms, performance reviews, and continuous engagement enable the Company to respond swiftly and effectively to market demands, thereby strengthening its reputation as a reliable and quality-driven partner.

Sustainability and long-term value creation are integral to NOCILs TQM approach. By continuously improving processes, reducing defects, optimising energy and resource usage, and minimising environmental impact, the Company aligns its quality objectives with broader sustainability goals. This integrated approach not only enhances operational excellence but also supports responsible business practices and long-term stakeholder value.

Overall, the Companys unwavering commitment to TQM ensures consistent delivery of high-quality products and services, supports operational excellence, and strengthens its position as a trusted and preferred partner in the industry.

Through continuous enhancement of processes, systems, and organisational culture, NOCIL remains well-positioned to achieve sustainable growth and deliver long-term value to its stakeholders.

TQM Initiatives - ISCC Plus Certification for TDQ Plant

As part of its ongoing commitment to Total Quality Management and sustainable operations, NOCIL successfullyachievedISCCPlus(InternationalSustainability and Carbon Certification) for its TDQ Plant. This certification reflects the Companys adherence to globally recognised standards for sustainability, traceability, and responsible sourcing across the value chain. It reinforces NOCILs focus on environmentally responsible manufacturing practices, efficient resource utilisation, and reduction of carbon footprint.

The certification enhances the Companys credibility with global customers, particularly in markets where sustainability compliance is a key requirement and strengthens its positioning as a responsible and future-ready organisation. This initiative not only aligns with regulatory and customer expectations but also contributes to long-term value creation by integrating sustainability with operational excellence.

Strengthening Supply Chain Sustainability through ISO 20400 Validation

As part of its commitment to Total Quality Management and responsible business practices, NOCIL has undertaken ISO 20400 Sustainable Procurement validation, reinforcing its focus on ethical sourcing and supply chain sustainability. This initiative ensures that procurement processes are aligned with internationally recognised guidelines, integrating environmental, social, and governance (ESG) considerations into supplier selection and evaluation. The adoption of ISO 20400 principles enhances transparency, risk management, and long-term supplier relationships, while promoting responsible sourcing of materials. It also strengthens the Companys ability to meet evolving regulatory and customer expectations, positioning NOCIL as a trusted and sustainability-driven partner in the global market.

Ensuring Supply Reliability through Supplier Audits:

To ensure consistent availability and quality of raw materials, NOCILs TQM framework emphasizes a structured supplier evaluation and audit process. Regular supplier audits are conducted to assess compliance with quality standards, sustainability requirements, and operational capabilities. This proactive approach helps identify potential risks, strengthen supplier performance, and ensure alignment with the Companys expectations on quality, reliability, and ethical practices.

Through continuous engagement, performance monitoring, and capability development of suppliers, NOCIL builds resilient and dependable supply chains. These efforts support uninterrupted operations, minimise supply disruptions, and reinforce the Companys commitment to delivering consistent product quality to its customers.

Strengthening Governance through Internal Audit:

TQM has established a robust internal audit framework, aimed at continuously improving the effectiveness of internal controls, risk management practices, and governance processes. The internal audit function operates independently and adopts a structured, risk-based approach, with a strong focus on process standardisation, quality assurance, and continuous improvement across all business functions.

A comprehensive Annual Audit Plan is developed based on risk assessment and criticality of operations, covering key areas such as operations, finance, compliance, and strategic processes. In line with TQM philosophy, audits emphasize prevention, root cause analysis, and systemic improvements rather than mere detection of issues. This approach enables the identification of process inefficiencies, control gaps, and opportunities for optimisation.

Audit findings and recommendations are systematically reviewed, and corrective and preventive actions (CAPA) are implemented and monitored to ensure closure and sustained improvement. The integration of TQM practices promotes cross-functional collaboration, enhances process consistency, and strengthens overall operational excellence.

The internal audit function works closely with management to drive continuous improvement, ensure compliance with regulatory and internal standards, and foster a culture of quality, accountability, and transparency. Periodic reports are presented to the Audit Committee of the Board, providing independent assurance on the adequacy and effectiveness of internal control systems while supporting informed and strategic decision-making.

Global Certifications Quality, Safety, and Sustainability:

NOCIL continues to strengthen its commitment to quality, safety, sustainability, and operational excellence through adherence to globally recognised certifications and standards. The Company holds key certifications including ISO 9001 (Quality Management Systems), ISO 14001 (Environmental Management Systems), ISO 45001 (Occupational Health and Safety), IATF 16949 (Automotive Quality Management), and ISO 17025 (Testing and Calibration Laboratories), demonstrating robust systems and disciplined processes across all critical functions. These certifications ensure standardisation, traceability, risk mitigation, and continuous improvement across operations, enabling consistent delivery of high-quality products.

In addition, NOCIL is aligned with globally recognized frameworks such as Responsible Care, ISO 20400 for sustainable procurement, and ISCC Plus certification, reflecting its strong focus on environmental stewardship, responsible sourcing, and sustainable operations. The integration of these frameworks into business practices promotes efficient resource utilisation, reduced environmental impact, and enhanced supply chain transparency. It also supports proactive risk management, ethical business conduct, and alignment with evolving ESG expectations.

These certifications and initiatives collectively strengthen operational resilience, improve process efficiency, and foster a culture of continuous improvement and accountability across the organisation. They enhance stakeholder confidence, support compliance with international regulatory requirements, and enable NOCIL to effectively cater to the stringent quality and sustainability expectations of global customers, thereby driving long-term value creation and sustainable growth.

Quality Circle Implementation:

The Company has established a systematic framework for Quality Circle activities, including regular meetings, training on quality tools, and guidance from facilitators. Employees are encouraged to take ownership of improvement projects, fostering a culture of teamwork, innovation, and accountability.

Quality Circles at NOCIL focus on areas such as productivity improvement, cost reduction, safety enhancement, quality improvement, and waste elimination. The solutions implemented have led to measurable benefits in operational efficiency and process reliability.

The Management continuously supports these initiatives through reviews, recognition programmes, and knowledge sharing platforms, ensuring sustainability and replication of best practices across the organisation.

Overall, the Quality Circle programme has strengthened employee involvement, improved problem-solving capabilities, and contributed significantly to building a culture of continuous improvement within the Company.

Environmental, Social, and Governance (ESG) initiatives: Strategy and Performance:

In its pursuit of its Sustainability inititatives the Company is progressively embedding Environmental, Social, and Governance (ESG) principles into its core operations and strategic decision-making processes. This integrated approach enables the Company to leverage opportunities arising from improved environmental performance, stronger social engagement, and robust governance practices. The Companys ESG Charter provides a structured framework for the Board and Management to effectively oversee key material issues, including climate change, Human Rights protection, Diversity, Equity and Inclusion (DE&I), Occupational Health and Safety, and other critical ESG priorities. The Company remains mindful of the environmental impact of its operations and recognises the importance of social responsibility and sound governance in building a resilient and future-ready organisation.

With a strong focus on long-term value creation, the Company integrates Sustainability into its overall business strategy while upholding high standards of governance and ethical conduct. Its ESG approach places sustainability at the core, while also addressing broader social and governance aspects to drive responsible and inclusive growth.

Through the implementation of a robust ESG framework, the Company has defined clear environmental objectives aimed at reducing carbon emissions, optimising resource and sourcing practices, and minimising waste. On the social front, it continues to foster an inclusive workplace, enhance employee well-being, and contribute meaningfully to the communities it serves.

A strong Governance Structure, supported by Transparent and Ethical Business Practices, further enhances accountability, strengthens stakeholder trust, and ensures the safeguarding of data privacy.

BRSR Reporting and Assurance:

The Business Responsibility and Sustainability Report: (BRSR), mandated for Listed Entities, requires comprehensive disclosure of performance against the nine principles of the National Guidelines on Responsible Business Conduct (NGBRCs). These principles encompass key areas such as ethical governance, sustainable goods and services, employee well-being, stakeholder engagement, human rights, environmental protection, responsible public policy advocacy, inclusive growth, and customer value. The reporting framework classifies disclosures into essential and leadership indicators, enabling standardised, quantitative, and comparable assessment of ESG performance across companies, sectors, and time periods. In alignment with these requirements, the Company has prepared its BRSR in accordance with the latest regulatory format, forming an integral part of the Annual Report 2025–26. The report captures key ESG metrics, policies, and initiatives undertaken during the year, reflecting the Companys structured approach toward sustainability and responsible business practices.

As part of its commitment to transparency, accuracy, and stakeholder confidence, the BRSR has been subjected to Limited Assurance by T?V S?D, an independent and globally recognised certification body. The assurance process involved validation of selected ESG parameters, systems, and data controls to ensure reliability and credibility of disclosures. The Independent Assurance Statement issued by T?V S?D has been duly annexed to the report, reinforcing the Companys focus on robust governance, data integrity, and continuous improvement in ESG reporting practices.

NOCILs Sustainability Report 2025-26 won the prestigious‘ PLATINUM AWARD by the LACP 2025/26 Spotlight Awards The Spotlight Awards are a prestigious global competition organized by the League of American Communications Professionals (LACP), recognizing excellence in corporate communications, annual reports, sustainability reports, and other media formats. In the words of LACP NOCILs Sustainability Report 2025-26 demonstrated exceptional characteristics which set it apart as one to be truly celebrated. Competing alongside leading organisations from across the world, this achievement reinforces our commitment to driving meaningful progress through transparency, credibility and long -term value creation .A proud moment that adds another global benchmark to NOCIL ‘ s journey forward.

Research & Development

The Research & Development (R& D) Centre of NOCIL plays a pivotal role in driving innovation, with a focus on developing advanced products and cutting-edge process technologies for rubber chemicals and beyond. Guided by "Innovating Chemistry; Driving Progress," the Centre emphasises customer-centric innovation to meet evolving needs, while reinforcing NOCILs position as a comprehensive, one-stop solution provider aligned with its strategic priorities and global growth opportunities, including the China Plus One strategy.

Built on the core values of Agility, Intrapreneurship, Respect, and Resilience (AIRR), the R&D Centre of NOCIL integrates chemistry, technology, proven expertise, and trusted partnerships to deliver sustainable solutions for rubber chemicals. This approach reflects NOCILs ambition to be a global leader and a preferred partner for customers, employees, and stakeholders, while maintaining high standards of social responsibility.

The Centre is recognised by the Department of Scientific and Industrial Research (DSIR), Government of India. It operates with state-of-the-art facilities and is supported by a multidisciplinary team of scientists, chemists, engineers, and technologists, along with strong collaborations with academia and research institutions across India. In recognition of its R&D innovation and collaborative efforts, the CII (Confederation of Indian Industry) conferred the Diamond Award for Industry–Academia Partnership (2025) to NOCIL, and IIChE (Indian Institute of Chemical Engineers - MRC) presented the Process Intensification Award (2025) for Excellence in Raw Material Efficiency and Waste Reduction.

The R&D Centre is focused on developing sustainable products aligned with the Companys Science-Based Targets Initiative (SBTi) and carbon footprint reduction goals. It continuously improves processes and adopts new-generation technologies, with particular emphasis on transitioning batch processes to continuous or semi-continuous operations. The Centre follows the 5R principles (Refuse, Reduce, Reuse, Recycle, and Recover), and applies process intensification to deliver innovative, reliable, and environmentally responsible solutions.

These initiatives have contributed to reduced raw material consumption, lower carbon and water footprints, enhanced production capacity, and a broader product portfolio, along with the development of safer and cleaner process technologies.

Key priorities include:

Improving manufacturing efficiency through debottlenecking, while minimising resource consumption and environmental impacts.

Developing niche intermediates and innovative products using advanced and sustainable approaches.

Expanding the use of renewable and bio-based raw materials for sustainable product development.

Managing technological and regulatory risks across the product portfolio.

With continued support from leadership and sustained investment in R&D, NOCIL remains focused on customer-centric innovation, building a sustainable portfolio, and driving long-term growth, further strengthening its position as a global leader in the rubber chemicals industry.

Risk Assessment and Management

The Company has a well-defined Risk Management System inplace,asapartofitsgoodCorporateGovernancepractices and considers Risk Management to be fundamental to good management practice and a significant aspect of Corporate Governance. Effective management of Risk has enabled the Company to minimise the adverse effects of such risks encountered from time to time thereby ensuring that the achievement of the Companys strategic and operational objectives is not significantly altered. The purpose is to identify and review past events / incidents and implement changes to prevent or reduce future undesirable incidents. Your Company aims to use Risk Management to take better informed decisions and improve the performance thereby achieving its strategic and operational objectives. To address any risk factors that may arise on account of the regulatory changes/amendments as applicable to the Company are being followed and monitored closely. The Company has adopted a Risk Management Policy (the Policy) and formed a Risk Management Committee (the Committee) in accordance with the provisions of the Act and Regulation 21 of the SEBI (LODR) Regulations, 2015. In terms of the Policy, the Committee reviews on a periodic basis the Risks relating to Enterprise Risk Management (ERM) - Sustainability, Business Continuity Process Technology updates, Competitor Action Plans, Cyber/I/T related Risks, Forex risks, Legal & Statutory Compliances, Human Capital and Succession Planning, Exploration of diversification opportunities in related areas of strength from time to time to ensure that business vulnerabilities are not dependent on a single segment, Investment Proposals under implementation and to take corrective action wherever necessary to minimise time and/or cost overruns.

The Companys Chief Risk Officer (CRO) is a dedicated functionary conversant with the intricacies of business operations and the associated risks for ensuring control and monitoring of the implementation of the Policy. The CRO does not simultaneously hold or lead any specialized full-fledged function which would result in conflict with his role as CRO. The composition of the Risk Management Committee (RMC), its terms of reference and number of Committee meetings held during the year are given in the Corporate Governance Report. Group/Function Heads who are accountable for the allocated risks are invited to the Committee meetings for presentations wherein they highlight the measures taken towards handling the risks.

The Board also reviews on a quarterly basis a Risk Assessment Statement which captures the overall assessment, control assessment and responsibility with a rating on a scale of 1 to 5, in respect of Handling of Hazardous materials, Regulatory compliance, Power outages, Volatility of availability and Process of raw materials, Equipment failure, Risk of flooding of Plants during Monsoon, Patent infringement, Adverse changes in Global /National economic and political scenarios, Logistic disruptions, Frauds, Inadequate I.T support, Non amicable labour relations etc.

The Risk Management Policy has been reviewed during the year and uploaded on the Companys website. The link for accessing the said Policy is given here below: https://www.nocil.com/wp-content/uploads/2026/02/ RiskManagementPolicy_Feb2026.pdf

Internal Control Systems and their Adequacy

Adequate internal controls, systems, and checks are in place and are commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the Companys operations through a well-defined budget monitoring process and specifying standard operating procedures. The Companys Internal Auditors namely M/s. Aneja Assurance Pvt Ltd., conduct the Internal Audit, and their findings and recommendations are placed before the Audit Committee of the Board periodically. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, the Management undertakes corrective action in the respective areas and thereby further strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee of the Board ensures that necessary corrective actions suggested are put in place. In addition, during the year under report, the Audit Committee and the Board have specifically reviewed the Internal Financial Controls with reference to the Financial Statements and process prevalent in the Company. On a case-to-case basis, the Board also engages the services of professional experts in the said field, to ensure that adequate financial controls and systems are in place. At the end of a period, the Managing Director, and the Chief Financial Officer (CFO) give a declaration in the prescribed format to certify that the financial statements prepared are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of the Company.

Ethical Code of Conduct and Compliance with Policies thereunder

Your Company has adopted an Ethical Code of Conduct (the Code) for ensuring the highest degree of Transparency, Accountability, Integrity, and Social Responsibility. Any potential or actual violation of the Code is viewed very seriously by the Company and disciplinary action is taken thereon. The Company has formulated a Vigil Mechanism

& Whistle Blowing Policy as part of the Ethical Code of Conduct, which lays down a mechanism for reporting of any instances of frauds, unethical conduct, conflict of interests, non-compliance with legal provisions, misuse of Companys assets or funds, falsification of records/accounts, Misuse of Unpublished Price sensitive information viz Insider Trading, Instances of discrimination or unfair labour practices, engagement of Child labour etc.

All employees have been sensitised on the imperative need to comply with the said Ethical Code of Conduct by way of deployment of impactful e-learning modules in the form of short films based on the real-life scenarios and backed by the NOCIL ‘s core Policies. The said e-learning modules also have an in-built mechanism for mandatory online testing to ensure that the Code is understood and complied in letter and spirit by all the employees. The said e-learning modules cover the Policies on Anti-corruption/Anti-Bribery, Vigil mechanism/Whistle blower, social media, Gift prohibition, Conflict of interest, Diversity, Equity & Inclusion, and anti- Discrimination etc.

There have been no instances of Whistle blowing during the year under review. This Policy has been reviewed during the year and uploaded on the website of the company and the link for accessing the same is given below https://www.nocil.com/wp-content/ uploads/2025/12/Whistle-Blower-Policy-Website.pdf

Policy on Prevention of Sexual Harassment of Women at Workplace (Compliance with POSH)

Your Company is an equal employment opportunity Company and is committed to creating a healthy and safe working environment that enables Employees, Agents, Contractors, Vendors and Partners to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees have the right to be treated with dignity. Sexual harassment at the workplace or other than workplace if involving employees is a grave offence and is, therefore, punishable. The Company has therefore adopted and implemented a ‘Policy on Prevention of Sexual Harassment (POSH Policy) with the objective to provide protection against the sexual harassment of women at workplace and for prevention and redressal of complaints of sexual harassment and for matters connected therewith. This Policy is subject to and in pursuance of

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. In accordance with the said Act and the POSH Policy, the Company has formed an Internal Committee (I.C) to manage the process of enquiry and redressal of complaints. The Company has engaged as an external expert member on the Internal Complaints Committee (I.C) of NOCIL Ltd under the statutory provisions of (POSH) .The external expert has more than three decades of experience and vast knowledge on the subject and hence has also been retained as a Consultant for ensuring compliance with provisions of the POSH and conduct trainings across the organisation.

In terms of the amendments introduced by the Ministry of Corporate Affairs (MCA) under the Companies (Accounts) second Amendment Rules 2025, the following disclosures are being made in respect of the year under review : (i) The Company did not receive any complaints of Sexual Harassment under POSH

(ii) The Company has duly complied with the provisions of the Maternity Benefit Act, 1961

This Policy has been reviewed during the year and uploaded on the Companys website and is accessible on the below link: https://www.nocil.com/wp-content/uploads/2026/03/ PoshPolicy_Final_16032026_Signed.pdf

Number of Board Meetings

The Board of Directors met six (6) times during the financial year under review as per details stated in the Corporate Governance Report.

Details of Committee Meetings

Audit Committee Meeting

The members of Audit Committee met five (5) times during the financial year under review as per the details stated in the Corporate Governance Report.

Nomination & Remuneration Committee

The Members of Nomination & Remuneration Committee met three (3) times during the financial year under review as per the details stated in the Corporate Governance Report.

Stakeholders Relationship and Investors Grievance Committee The Members of Stakeholders Relationship and Investors Grievance Committee met once during the financial year under review as per the details stated in the Corporate Governance Report.

Risk Management Committee

The Members of Risk Management Committee met twice during the financial year under review as per the details stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of Corporate Social Responsibility Committee met twice during the financial year under review as per the details stated in the Corporate Governance Report.

Composition of Audit Committee:

The total strength of the Audit Committee is four (4) Directors all of whom are Independent. The norms require at least 2/3rd of the members to be Independent Directors. The composition of the Audit Committee is given below:

Name of Members	Category
Mr. Vilas R. Gupte-Chairman	Independent Director
Mr. Debnarayan Bhattacharya	Independent Director
Mr. Sujal Shah	Independent Director
Ms. Radhika Haribhakti	Independent Director

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013, as amended from time to time and Regulations 17 and 25 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of its individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration, and other Committees. The various criteria considered for evaluation of Whole Time / Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board by the Independent Directors at their separate meeting being held every year.

Declaration by Independent Directors

As required under Section 149(7) of the Companies Act, 2013, read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors have placed the necessary declaration of their independence in terms of the conditions laid down under Section 149(6) of the Companies Act, 2013, as amended, at the Board Meeting held on Thursday, May 07, 2026. Further, pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended, the said declaration also includes a confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs, and they have paid the necessary fees for the said registration.

Familiarisation Programme for the Independent Directors

The Company provides suitable familiarisation programmes to Independent Directors to help them familiarise with the nature of the industry in which the Company operates and the business model of the Company in addition to regular presentation on expansion plans and their updates, technical operations, marketing and exports and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations about their roles, rights, and responsibilities as Directors of the Company. There is a regular interaction of Directors with the Key Management Personnel (KMPs) of the Company. The details of the familiarisation programme have been disclosed and updated from time to time on the Companys website and its web link is: https://www. nocil.com/wp-content/uploads/2026/06/Familiarization-Programme_25-26-FINAL-1.pdf

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013: (a) That in the preparation of the Annual Financial Statements for the year ended March 31, 2026, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) have been followed along with proper explanations relating to material departures, if any.

(b) That such accounting policies as mentioned in Note 2 forming part of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of situation of the Company as of March 31, 2026.

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the annual financial statements have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) That proper systems are devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(g) That all the applicable Secretarial Standards have been complied with by the Company during the year under review. The above assessment of the Board was further strengthened by periodic review of internal controls by both the internal as well as the external auditors.

Remuneration policy

The current Remuneration policy has been uploaded on the Companys website and the weblink of the Policy is as under: https://www.nocil.com/wp-content/uploads/2023/11/ Remuneration-Policy.pdf

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were at an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, Wholly Owned Subsidiary Company, or other designated persons which may have a potential conflict with the interest of the Company at large except as stated in the Financial Statements / Directors Report.

As per the Related Party Transactions Policy, approved by the Board of Directors of the Company, during the year under review, the Company has entered related party transactions based upon the omnibus approval granted by the Audit Committee. The Audit Committee reviewed such transactions on quarterly basis for which omnibus approval was given. Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 along with the disclosures as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the prescribed Form AOC-2 for the FY 2025-26 are given in Annexure "F".

The Related Party Transaction Policy is uploaded on the website and the weblink of the Related Party Transaction

Policy is: https://www.nocil.com/wp-content/uploads/2023/11/ Policy-on-Related-Party-Transaction.pdf

Loans, Guarantees or Investments

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013, are given in the Notes forming part of Financial Statements for the year ended March 31, 2026.

Annual Return

The Annual Return of the Company for FY 2025-26 in Form MGT-7 pursuant to the provisions of the Act and Rules made thereunder, is available on the Companys Website at https://www.nocil.com/financial-results-and-reports/#ear

Subsidiary Company, Associates and Joint Ventures

PIL Chemicals Limited, (PIL), a Wholly Owned Subsidiary (WOS) of your Company has recorded a Total Income of

18.04 Crores and Profit before Tax of Rs. 2.68 Crores, for the year under review. The Board of Directors of PIL declared an Interim Dividend of Rs. 12.52/-per share. (Previous year Dividend was Rs. 9.28 /- per share). The Company does not have any material subsidiary; however, a policy has been formulated for determining material subsidiary(ies) and such policy has been disclosed on the Companys website and its weblink is : https:// www.nocil.com/wp-content/uploads/2023/11/Policy-on-Material-Subsidiaries.pdf Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans / Advances made to, and investments made in the subsidiary have been furnished in Notes forming part of the Accounts. A Statement containing the salient features of the financial statements of the Companys Wholly Owned Subsidiary under the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed Form AOC -1. Further, the Company does not have any Joint Venture or Associate Companies during the year or at any time after the closure of the year and till the date of this report.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06, 2016 as amended from time to time.

Personnel

The relations, during the year, between the employees and the Management of your Company continued to be cordial. Your Directors wish to thank all the employees for their continued support and co-operation during the year under review.

Stock Options

In terms of your approval, read with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended, the details required to be provided under the said Guidelines are set out in Annexure "C" to this Report.

Long-Term Incentive Plan (LTIP)

The ‘ NOCIL Ltd- Long Term Incentive Plan (LTIP) was formulated pursuant to the approval accorded by the Shareholders at their 62nd Annual General Meeting held on August 08, 2024. LTIP has been formulated as an important organisational initiative to drive long term business deliverables in form of an Equity based compensation Plan for eligible employees of the Company in pursuance of the total rewards philosophy based on external benchmarking and designing. LTIP apart from being an effective tool to recognize and reward talent is also expected to motivate and retain talent as an Incentive. In terms of the LTIP the Company is entitled to grant options not exceeding 85,00,000 shares of Rs. 10/- each in form of Performance Restricted Stock Units (PRSUs) & Employees Stock Options (ESOPs) to eligible employees as per the discretion of the Nomination & Remuneration Committee (NRC) duly empowered in this regard. On basis of recommendation of the NRC and with the approval of the Board of Directors, the Company has granted 1,28,909*

Performance Restricted (PRSUs) to eligible employees on February 11, 2026.

(Performance Restricted Stock Units ("PRSUs") are deeply discounted Options granted to eligible Employees, which gives such Employee the right, but not an obligation, to purchase or subscribe at a future date Shares underlying such Option at a pre-determined price and this may be subject to achievement of performance conditions and parameters as laid down by the NRC from time to time).

(* As of 31st March 2026, due to employee resignations, the number of PRSUs stands at 1,28,650)

Particulars of Employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is provided in Annexure "E".

Appointment/Reappointment of Directors and Key Managerial Personnel

The Board deeply regrets to announce the passing away of Mr. A. Vellayan, Independent Director, on November 17, 2025. A member of the Board since November 08, 2022, Mr. Vellayan was a leader of exceptional intellect, vision, and courage, who left an indelible mark on the development of Indian industry. The Directors wish to place on record their profound gratitude and appreciation for his invaluable guidance and the wisdom he shared during his tenure. Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles of the Association of the Company, Mr. Anand V.S. Managing Director retires by rotation at the forthcoming 64th Annual General Meeting. Being eligible, he has offered himself for re-appointment. The first term of Mr. Vilas R. Gupte, Independent Director, concludes on May 26, 2026, and he has conveyed his decision not to pursue reappointment for a second term. Mr. Gupte concludes an exceptional five-decade association with the Company and throughout his association with NOCIL, he has exemplified dedication, wisdom, and leadership, significantly shaping the Companys governance and strategic vision. As he steps down from the Board, we take this moment to express our heartfelt gratitude for his invaluable contributions and lasting legacy .

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed

Mr. Sanjiv Lal and Mr. Sabyaschi Patnaik as Additional Directors (designated as Independent Directors) of the Company, with effect from May 07, 2026. In terms of the provisions of the Companies Act, they shall hold office up to the date of the ensuing Annual General Meeting (AGM) and are eligible for appointment. Their appointment Resolutions seeking the approval of the shareholders for their appointment as Independent Directors have been included in the Notice convening the ensuing AGM.

Statutory Auditors

Pursuant to the requirements of Section 139(1) and 139(2) of the Companies Act, 2013, at the Annual General Meeting held on July 28, 2022, the Members had accorded their approval for the re -appointment of M/s. Kalyaniwalla

& Mistry LLP, Chartered Accountants, Mumbai as the Statutory Auditors for the second term of the Company to examine and audit the accounts of the Company for the Financial Year 2022-23 to Financial Year 2026-27. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules. As required under Regulation 33(1) (d) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The amended provision of Section 139(1) of the Companies Act, 2013, has been dispensed with the ratification of appointment of Statutory Auditors each year by the Members.

Compliance with the directives issued by the National Financial Reporting Authority (NFRA) vide Circular No. NF-25013/3/2025 NFRA dated January 7, 2026

The Board at its meeting held on May 07, 2026 considered and accorded approval for the adoption of a Framework outlining the primary objectives for a robust two-way communication process between those charged with Governance (TCWG) and the Statutory Auditors. The said Framework was reviewed and recommended by both the TCWG and the Statutory Auditors at their joint meeting held on May 06, 2026. The Framework also establishes a methodology to enable the Statutory Auditors to obtain critical information from TCWG regarding the Companys business, risk environment, significant transactions, and governance matters. The ultimate goal is to strengthen oversight of the financial reporting process, enhance audit quality, and protect public interest.

Explanations or comments on the qualification, reservation, adverse remark, or disclaimer made by the Statutory Auditors or by the Secretarial Auditor in their report.

During the year under review, there are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors appointed under section 139 of the Companies Act, 2013. Hence, the need for explanation or comments by the Board does not arise. The report of the Statutory Auditor forms a part of the financial statements. During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and Rules made there under, by officers or employees were reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Companies Act,2013.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company are required to be audited. M/s. Kishore Bhatia & Associates, Cost Auditors have given a Certificate to the effect that the appointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013.

The Audit Committee has obtained a certificate from the Cost Auditors certifying their independence and confirming their arms length relationship with the Company. The Cost Audit Report in respect of 2024-25 was filed on August 26, 2025, and the Report for the 2025-26 will be filed within the time limit as prescribed under the Companies (Cost Records and Audit), Rules, 2014. Your Directors, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates to audit the cost accounts of the Company for the FY 2026-27 on a remuneration of Rs. 9.50 Lakhs.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed before the Members at their 64th Annual General Meeting for their ratification.

Secretarial Audit

In accordance with Section 204 of the Companies Act, 2013, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members at the 63rd Annual General Meeting (AGM) held on August 07, 2025, approved the appointment of M/s. Parikh

& Associates as Secretarial Auditors. Their appointment spans a five-year term from FY 2025-26 to FY 2029-30, concluding at the 68th AGM to be held in 2030. The Auditors have confirmed they hold a valid certificate from the Peer Review Board of the ICSI.

The Secretarial Audit Report for the financial year under review is annexed as Annexure "B". The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Regarding the Companys wholly-owned subsidiary, PIL Chemicals Limited, it is noted that it does not meet the criteria of a "material unlisted subsidiary" as defined under Regulation 24A of the SEBI Listing Regulations. Consequently, the requirement for a secretarial audit is not applicable to PIL Chemicals Limited for the period under review.

Report on Corporate Governance

As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Companys Secretarial Auditor confirming compliance is attached (Refer Page No.129).

Report on Management Discussion and Analysis

As required under Regulation 34 read with Schedule V (B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on "Management Discussion and Analysis" is attached and forms a part of this Report.

Corporate Social Responsibility

Your Company treats CSR as "More than an obligation, more than a duty ". As a part of the Arvind Mafatlal Group, the Company firmly believes that discharge of Corporate Social Responsibility in itself is a feeling that the Company belongs to the people at large and more so to the people the Company serves. Your Company has pledged its resources in various sectors and is striving continuously with the sole objective of creating an environment of well-being in all spheres of life. The group has been implementing a range of CSR activities over the last fifty years, in areas like healthcare, education, womens upliftment in rural India and environment protection.

The Company is honoured to be recognised at the ET Legal Awardthisyear.WinningtheCorporateSocialResponsibility (CSR) Initiative of the year for the third consecutive year. This "hat-trick" reflects our sustained commitment to driving meaningful impact through responsible action. Anchored by strong leadership and guided by a dedicated CSR Committee, the Company continue to carry this ethos forward- not just as a responsibility, but as a core belief that shapes everything will do.

Consequent to this recognition the Company was featured on the iconic NASDAQ Tower shot in New York, U.S.A., celebrating the E.T. Legal CSR Award recognition for the third consecutive year. A landmark moment that reflects our continued commitment towards responsible growth, meaningful impact, and creating value beyond business, all while upholding the highest standards of corporate social responsibility. Standing tall at one of the worlds most visible destinations, this recognition marks another proud milestone in Companys journey.

In line with the provisions of the Companies Act, 2013 as amended from time to time and the Rules framed there under with respect to the Corporate Social Responsibility (CSR), the Company has formulated a Policy on CSR and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. In terms of the requisite requirements, due processes and controls have been set up by the Company to ensure that all CSR contributions sanctioned by the CSR Committee are expended by the relevant organisations for the purpose for which it was sanctioned.

The Ministry of Corporate Affairs (MCA) introduced the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2025, effective July 14, 2025 (the said Rules) with the objective of enhancing transparency and accountability in CSR implementation aimed at strengthening the CSR framework. The said Rules have implications for the Entities implementing CSR activities (Implementing agencies/NGOs) on behalf of companies under Section 135 of the Companies Act, 2013 and call for enhanced disclosures and verification processes. In this regard the Company has ensured that all the implementing agencies/NGOs engaged for CSR initiatives/activities are in compliance with the said Rules

The details of CSR contributions are given in the prescribed format which forms a part of this Report. The same is annexed as Annexure "A." The Company continues to actively support deserving social causes for improvement and upliftment of various sections of the society as has been its practice for past several years.

Other Particulars

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure "D" and forms part of this Report.

General

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under the review: a) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. b) Issue of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a)(ii) of the Companies Act, 2013. c) Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act, 2013. d) No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013. e) There was no revision to the Financial Statements for the year under review.

Acknowledgements

Your Directors would like to acknowledge the continued support and co-operation from its Bankers, Government Bodies and Business Associates which have helped the Company to sustain its growth during the year.

For and on behalf of the Board of Directors
Place : Mumbai	Hrishikesh A. Mafatlal
Date : May 07, 2026	Chairman