to the Members 
The Directors take pleasure in presenting their Fifth Annual Report on
the business and operations of the Company and the Audited Financial Statements for the
year ended March 31, 2025.
 1. FINANCIAL RESULTS 
The Audited Financial Statements of the Company as on March 31, 2025,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlights are depicted below:
(C In lakhs)

  

    
Particulars
    
Financial Year Ended
  
  

    

    
March 31, 2025
    
March 31, 2024
  
  

    
Total Income
    
29,136.11 
    
33,814.95
  
  

    
Profit before tax and exceptional items
    
(207.66)
    
2,151.38
  
  

    
Exceptional Items
    
-
    
-
  
  

    
Profit / (loss) before tax after exceptional
    items
    
(207.66)
    
2,151.38
  
  

    
Tax Expense
    
16.98
    
472.35
  
  

    
Net Profit / (loss) after Tax
    
(224.64)
    
1,679.03
  
  

    
Dividend paid on Equity Shares
    
718.44**
    
1,005.73*
  

* Dividend of Rs. 17.50 (175%) per equity shares of Rs. 10 each paid
for the financial year 2022-23 ** Dividend of Rs. 12.50 (125%) per equity shares of Rs. 10
each paid for the financial year 2023-24
 2. DIVIDEND 
Your Directors, after careful consideration of the company's financial
performance, liquidity position, and future capital requirements, decided not to declare
any dividend for the FY 2024-25.
 3. TRANSFER TO RESERVES 
During the year under review, no transfers were made to reserves.
 4. COMPOSITE SCHEME OF ARRANGEMENT 
Pursuant to the Composite Scheme of Arrangement between amongst
National Peroxide Limited ("NPL" or "Transferee Company" or
"Demerged Company") and Naperol Investments Limited ("NIL" or
"Transferor Company") and the Company and their respective shareholders and
creditors under Sections 230 to 232 and other applicable provisions of the Companies Act,
2013 ("Act") ("Scheme"), the Company had filed application under Rule
19(7) read with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 with
BSE Ltd. for listing of 57,47,000 equity shares of C 10/- each issued to shareholders of
Transferor Company, pursuant to the said Scheme for which inprinciple approval was
received on March 28, 2024. The Company had also received Relaxation under Rule 19(2)(b)
of the Securities Contracts (Regulation) Rules, 1957 from SEBI on May 31, 2024. Further
the Company has also received Final Listing and Trading Approval from BSE Limited vide its
Notice dated July 02, 2024. The equity shares got listed and admitted to dealings on the
Exchange w.e.f., Thursday, July 04, 2024.
 5. STATE OF COMPANY'S AFFAIRS 
 A. INCOME AND PROFITABILITY 
As per the financial statements for the year ended March 31, 2025, the
total income for the year under review was C 29,136.11 lakhs as against C 33,814.95 lakhs
for the previous year.
The profit / (Loss) before tax was C (207.66) lakhs and the profit /
(loss) after tax was C (224.64) lakhs for the year under review as against C 2151.38 lakhs
and C 1679.03 lakhs respectively, for the previous year.
Basic and diluted earnings per share was C (3.91) and C 29.22, during
the financial year 2024-25 and 2023-24 respectively.
 B. FINANCIAL LIQUIDITY 
Cash and Cash equivalent as on March 31, 2025 was C 1,292.70 Lakhs as
against C 860.81 Lakhs for the previous year. The Company's working capital management is
based on a well-organised process of continuous monitoring and controls on receivables,
inventories and other parameters.
 C. AUDITORS REPORT 
There are no qualification, reservation or adverse remarks or
disclaimer made by the Auditors in their report on the Financial Statement of the Company
for the Financial Year ended on March 31, 2025.
6. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY
During the Financial Year 2024-2025 there was no change in the nature
of business.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report
Pursuant to the scheme becoming effective, the same is accounted in
accordance with Ind AS and in accordance with applicable accounting principles as
prescribed under Companies (Indian Accounting Standards) Rule, 2015 (Ind AS) as notified
under section 133 of the Companies Act, 2013 as amended from time to time and with
generally accepted accounting principle.
8. PUBLIC DEPOSITS
During the year under review, your Company has neither accepted nor
renewed any deposits from public within the meaning of Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014.
9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on March 31, 2025, there was no Subsidiary, Associate or Joint
Venture of the Company and hence the reporting of highlights of performance of
Subsidiaries, Associates and Joint Venture companies and their contribution to overall
performance of the Company pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules,
2014 during the period is not applicable. The provisions of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014 pertaining to
AOC- 1 and Section 136 pertaining to placing the financials of the subsidiaries on the
website of the Company are not applicable.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred as 'Listing Regulations'), the Management Discussion and Analysis Report for the
year under review, is presented in a separate section, forming part of the Annual Report.
11. CORPORATE GOVERNANCE
In terms of Regulation 34 of Listing Regulations, read with Part C of
Schedule V thereof, a report on Corporate Governance along with a Certificate from a
Practicing Company Secretary, regarding compliance of the conditions of Corporate
Governance, is appended as 'Annexure l'.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015
read with SEBI Circular No. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, Business
Responsibility and Sustainability Report ('BRSR') for the financial year 2024-25 is not
applicable to the Company.
 13. CORPORATE SOCIAL RESPONSIBILITY 
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule
VII to the Act, your Company has undertaken projects in accordance with the CSR Policy.
The details of the CSR projects, unspent CSR amount and reason for the amount being
unspent are given in 'Annexure III'.
 14. DIVIDEND DISTRIBUTION POLICY 
In accordance with Regulation 43A of the Listing Regulations, the
Company has formulated a Dividend Distribution Policy which endeavors dual objective of
appropriate reward to shareholders through dividends and ploughing back earnings to
support sustained growth. The policy is available on the website of the Company at
https://www.naperol.com/ DisclosureUnderRegulation46-of-the-LODR
 15. RELATED PARTY TRANSACTIONS 
The framework for dealing with related party transactions is given in
the Corporate Governance Report. There were no materially significant transactions with
related parties during the year under review which were in conflict with the interest of
the Company. All the transactions entered into by the Company with Related Parties during
the year under review were at arms-length basis and in ordinary course of business.
Suitable disclosures required under the Accounting Standard (Ind AS 24) have been made in
the notes to the Financial Statement. As required under Regulation 23 of the Listing
Regulations, the Company has formulated a policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions which is available on the
website of the Company, https:// naperol.com/DisclosureUnderRegulation46-of-the- LODR In
accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes to
Financial Statements for the financial year 2024-25.
 16. WHISTLE BLOWER POLICY 
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted Whistle
Blower Policy. The details of the same are provided in the Corporate
Governance Report.
 17. RISK MANAGEMENT 
During the year under review, there were no major risks affecting the
existence of the Company. The Company has in place a mechanism to inform the Board about
the risk assessment and minimisation procedures and undertakes periodical review of the
same to ensure that the risks are identified and controlled by means of a properly defined
framework.
The details of the Risk Management Committee and policy are given in
the Corporate Governance Report.
 18. DETAILS OF BOARD MEETINGS 
During the year, Four (4) Board Meetings were held. The details of the
meetings are provided in the Corporate Governance Report.
 19. BOARD COMMITTEES 
The Board currently has five (5) committees viz., Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders' Relationship Committee and Risk Management Committee. The Terms and
Reference of the said Committees were also approved by the Board of Directors.
All the recommendations made by the Committees were accepted by the
Board.
A detailed update on the committees, its composition, number of
Committee meetings held and attendance of the directors at each meeting is provided in the
Corporate Governance Report.
 20. DIRECTORS AND KEY MANAGERIAL PERSONNEL 
 Retirement by rotation 
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Dr. (Mrs.) Minnie Bodhanwala (DIN:
00422067), Non-Executive Director, retires by rotation at the ensuing AGM and being
eligible, offers herself for re-appointment.
The Board is of the opinion that Dr. (Mrs.) Minnie Bodhanwala possesses
the requisite knowledge, skills, expertise and experience to contribute to the growth of
the Company. The Nomination and Remuneration Committee and the Board at their Meeting held
on July 29, 2025, recommended the re-appointment of Dr. (Mrs.) Minnie Bodhanwala for the
consideration of the Members of the Company at forthcoming AGM.
Brief Profile and other information of Dr. (Mrs.) Minnie Bodhanwala as
required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard
- 2 are given in the Notice of the 5th AGM of the Company. The above proposal
for re-appointment forms part of the Notice of the 5th AGM.
 Appointment / Re-appointment / Redesignation and
Resignation 
The Nomination and remuneration Committee and Board of Directors of the
Company at its meeting held on Tuesday, i.e., 29th July, 2025, recommended the
re-appointment of Mr. Rajiv Arora (DIN: 08730235) as Whole time Director designated as
"Chief Executive Officer (CEO) & Director" of the Company subject to
approval by the members at the ensuing Annual General Meeting proposed to be held on
September 4, 2025, for a further period of 2 (Two) years with effect from September 25,
2025 till September 24, 2027.
The necessary Special Resolution for re-appointment of Mr. Rajiv Arora
as Whole time Director designated as "Chief Executive Officer (CEO) &
Director" of the Company has been incorporated in the notice of the forthcoming 5th
Annual General Meeting of the Company along with brief details about him.
>Apart from the above, there was no Appointment / Reappointment /
Re-designation and Resignation Key Managerial Personnel, during the year under review.
 Key Managerial Personnel ('KMP'): 
In terms of the provisions of Sections 2(51) and 203 of the Companies
Act, 2013 ('the Act'), the following are the KMPs of the Company:
Mr. Rajiv Arora, Chief Executive Officer (CEO) & Director
Mr. Pravin Shetty, Chief Financial Officer
Mr. Amish Shah, Company Secretary & Compliance Officer
 21. DECLARATION BY INDEPENDENT DIRECTORS: 
Your Company has received the Declaration of Independence from all the
Independent Directors stating that they meet the independence criteria as prescribed under
Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and
Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board
there has been no change in the circumstances which may affect the status of Independent
Directors of the Company, and the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013
and applicable rules thereunder) of all Independent Directors on the Board.
In terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 Independent Directors of the Company have
already undertaken requisites steps towards the inclusion of their names in the databank
of Independent Directors maintained with the Indian Institute of Corporate Affairs.
Further, the Company's Independent Directors have affirmed that they have followed the
Code of conduct for
Independent Directors as outlined in Schedule IV to the Companies Act,
2013.
 22. BOARD EVALUATION 
Pursuant to the provisions of the Act and Regulation 17 of Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance and that of its committee's viz; Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and that of Individual Directors. The manner in which
evaluation has been carried out has been explained in the Corporate Governance Report.
 23. DIRECTORS' RESPONSIBILITY STATEMENT 
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
2. They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the profit / (loss) of the Company for that period.
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
4. They have prepared the Annual Accounts on a 'going concern' basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal controls are adequate and operate effectively; and
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and were operating
effectively.
 24. ANNUAL RETURN 
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
Annual Return of the Company as at March 31, 2025 is uploaded on the website of the
Company at https://naperol.com/AnnualReturn
In terms of Rules 11 and 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of
Companies, within prescribed timelines.
 25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS 
Internal Audit plays a key role in providing an assurance to the Board
of Directors with respect to the Company having adequate Internal Financial Control
Systems. The Internal Financial Control Systems provide, among other things, reasonable
assurance of recording the transactions of its operations in all material respects and of
providing protection against significant misuse or loss of Company's assets. The details
of adequacy of Internal Financial Controls are given in the Management Discussion and
Analysis Report.
 26. SHARE CAPITAL 
The paid-up share capital of the Company is C 5,74,70,000 (Rupees Five
Crores Seventy-Four Lakhs Seventy Thousand Only) consisting of 57,47,000 equity shares of
C 10/- each.
 27. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS 
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are given in the Notes to the
Financial Statements.
 28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS 
There were no material Orders Passed by Regulators or Court or
Tribunals. However, SEBI had passed a settlement order dated February 11, 2025 via
Settlement Order No. SO/AS/DP/2024-25/8172 in connection with the violation of clause 5 of
Para A of Part II of Master Circular on Scheme of Arrangement No.
SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with regulations 37(4) and 37(5)
of LODR Regulations. With the issuance of the above- mentioned Settlement Order, the
proceedings that may be initiated by SEBI, have been disposed of.
The Company had made the payment of the settlement amount towards the
settlement of this matter; the said payment was not significant and hence was not material
in nature.
One of the Directors of the Company being promoter of the Bombay Burmah
Trading Corporation Limited was levied settlement amount by SEBI for non compliance of
SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 by the said
Company.
The Disclosure of the above were made to the stock exchange.
Apart from the above, there has been no significant and material orders
passed by the regulators, courts and tribunals impacting the going concern status and the
Company's operations in future.
29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF FINANCIAL YEAR
There are no applications made or any proceeding pending during the
year under review under the Insolvency and Bankruptcy Code, 2016.
30. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONGWITH THE REASONS THEREOF
During the year under review, there was no instance of one-time
settlement with banks or financial institutions.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details pertaining to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings are appended as Annexure IV.
32. AUDITORS AND AUDIT REPORTS
 1. Statutory Auditors 
M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants, (FRN
104607W/W100166) have been appointed as the Statutory Auditors of the Company, for the
term of five (5) consecutive years, from the conclusion of the 1st Annual
General Meeting (AGM) held on August 25, 2021, upto the conclusion of the 6th Annual
General Meeting to be held in the Financial Year 2025-26. The Statutory Auditors have
confirmed that
they are not disqualified from continuing as Auditors of the Company.
Pursuant to amendments in Section 139 of the Act, the requirements to
place the matter relating to such appointment for ratification by Members at every AGM has
been done away with.
The Auditors' Report for the financial year ended March 31, 2025 does
not contain any qualification, reservation or adverse remark.
 2. Internal Auditors: 
M/s. PKF Sridhar and Santhanam, LLP have carried out an Internal Audit
of the Company for financial year 2024-25. The Board of Directors at their Meeting held on
January 23, 2025, have re-appointed them as Internal Auditors of the Company for the
financial year 2025-26.
 3. Cost Auditors 
During the year under review, the cost records were maintained pursuant
to Section 148 of the Act, read with Rule 14 of the Companies (Cost Records and Audit)
Amendment Rules, 2014 by the Company. The Cost Audit report pertaining to chemical
business is addressed to the Board of Directors of the Company.
The Board of Directors at their meeting held on May 6, 2025, appointed
M/s. D. C. Dave & Co. Cost Accountants (Firm Registration No. 000611), to audit the
cost records of the Company for the financial year ending on March 31, 2026, on a
remuneration of C 5,00,000/- (Rupees Five Lakhs only) plus applicable taxes and
out-of-pocket expenses as incurred by them for the purpose of Audit. The remuneration
payable to the Cost Auditor is required to be ratified by the Shareholders at this AGM.
 4. Secretarial Auditors 
In terms of the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board of Directors,
based on the recommendation of the Audit Committee, has appointed M/s. Parikh &
Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for
a term of five consecutive financial years, commencing from FY 2025-26 to FY 2029-30.
The remuneration payable to the Secretarial Auditors shall be decided
by the Board of Directors in consultation with the Secretarial Auditors, plus applicable
taxes and reimbursement of out-of-pocket expenses incurred by them in connection with the
Secretarial Audit.
 5. Secretarial Audit Report 
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings.
There are no qualifications, reservations or adverse remarks made in
the Secretarial Auditors' Report for the financial year 2024-25.
The Report of the Secretarial Auditors for the financial year 2024-2025
is appended as Annexure II'.
33. REPORTING OF FRAUDS
During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013.
34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual harassment of employees at workplace.
No complaints were received during the year under review.
a) Number of complaints of sexual harassment received in the year : Nil
b) Number of complaints disposed off during the year : Nil
c) Number of complaints pending as on end of the financial year : Nil
d) Number of complaints pending for more than ninety days : Nil
35. STATEMENT ON MATERNITY BENEFIT ACT, 1961
During the financial year under review the Company has duly complied
with the applicable provisions of Maternity Benefit Act, 1961.
36. NOMINATION AND REMUNERATION POLICY
The details of the Company's Nomination and Remuneration Policy for
Directors, Key Managerial Personnel and other employees are given in the Corporate
Governance Report and is disclosed on the website of the Company (https://www.naperol.com)
37. PARTICULARS OF EMPLOYEES
The statement containing the details of the Remuneration of Directors,
KMPs and Employees as required in terms of provisions of Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided as Annexure V.
38. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations, the Company
has obtained Compliance Certificate from the Chief Executive Officer and the Chief
Financial Officer.
39. ACKNOWLEDGEMENTS
Your Director's would like to express their sincere appreciation to the
Customers, Vendors, Bankers, Shareholders, Central and State Governments and Regulatory
Authorities for their continued co-operation and support. Your Director's also take this
opportunity to acknowledge the dedicated efforts made by employees for their contribution
to the achievements of the Company.

  

    

    
On behalf of the Board of Directors
  
  

    

    
Ness N. Wadia
  
  

    
Date: July 29, 2025
    
Chairman
  
  

    
Place: Mumbai,
    
(DIN: 00036049)