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

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 ' 863 Crores v/s ' 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 World's
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
year's 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 ' 440 Crores as
against ' 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 ' 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 16^th 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 ' 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 ' 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 Company's 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
Company's 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 ' 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 64^th Annual General Meeting convened on
August 03, 2026. The cash outflow on account of dividend
(if approved) will involve a sum of ' 25.05 Crores (previous
year ' 33.40 Crores) which will be utilised from the Free
Reserves prevailing as on the date of the 64^th 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 Company's 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.comor 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 ' 3.04
Crores.

During the year under review, all Unclaimed / Unpaid Dividends
up to F.Y. 2017-18 amounting to ' 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
reaard is presented hereunder

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

The Compliance Function of NOCIL bagged the prestiaious
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.a - 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, representina
our unwaverina commitment to excellence in
manufacturina and all business activities, auidina 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
Industry's initiative, focused on Environmental, Health
and Safety (EHS) improvements. The renewal of this
certification underscores the company's commitment
to Energy Conservation, Natural Resource Management,
Pollution Prevention, and the Protection of Public Health
and Safety. This not only reflects NOCIL's 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 Company's
operational and strategic framework, driving excellence
across all business functions.Thestructured implementation
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 NOCIL's
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 NOCIL's 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 Company's 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
successfully achieved ISCC Plus (International Sustainability
and Carbon Certification) for its TDQ Plant. This certification
reflects the Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 reinforcing 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 Company's 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
Company's 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 TUV SUD, 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 TUV SUD has been duly annexed to
the report, reinforcing the Company's 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 NOCIL's 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 Cll (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 Company's 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
in place, as a part of its good Corporate Governance practices

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 Company's 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 Company's 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 Company's 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 Company's operations through a
well-defined budget monitoring process and specifying
standard operating procedures. The Company's 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 Company's
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 belowhttps://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 Company's 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 2/3^rd of the members to be Independent Directors.

The composition of the Audit Committee is given below:

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 Company's 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 Company's 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 arm's 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 Company's 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 ' 2.68 Crores, for the
year under review. The Board of Directors of PIL declared
an Interim Dividend of ' 12.52/-per share. (Previous year
Dividend was ' 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 Company's 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 Company's 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 62^nd 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 ' 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
64^th 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 Company's 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 Lai and Mr. Sabyasehi 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 Company's

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 arm's 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 ' 9.50 Lakhs.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is placed before
the Members at their 64^th 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 63^rd 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 68^th 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 Company's 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 Company's
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, women's upliftment in rural India and
environment protection.

The Company is honoured to be recognised at the ET Legal
Award this year. Winning the Corporate Social Responsibility
(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 world's
most visible destinations, this recognition marks another
proud milestone in Company's 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
ageneies/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 Company's 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