DIRECTORS' REPORT

Your Directors are pleased to present the 28^th Annual Report (1^st Integrated Annual Report) together with the Annual Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

(' in crores)

2. DIVIDEND

Interim Dividend

The Company had declared an Interim Dividend of '6.50 per equity share (i.e. 325% of the face value), for the financial year 2025-26, which was paid in November

2025 from the profits of the Company.

Final Dividend

The Board of Directors has recommended a Final Dividend of '8.60 per equity share (i.e. 430% of the face value) for the financial year 2025-26 out of the profits of the Company which shall be paid on or after August 13,

2026 if declared by the Members of the Company at the 28^th Annual General Meeting (‘AGM’).

The paid Interim Dividend, and the recommended Final Dividend are as per the provisions of the Companies

Act, 2013 (‘the Act’) and the Dividend Distribution Policy of the Company which is available on the Company’s website at https://www.nfil.in/investor/policies/ddp.pdf

3. STATEMENT OF COMPANY’S AFFAIRS &YEAR IN RETROSPECT

During the year under review, the Company continued to demonstrate resilience and strong execution capabilities amid a dynamic and evolving business environment. Our consistent focus on operational excellence, disciplined execution and financial prudence has enabled us to deliver robust performance. The Company also successfully completed raising funds via Qualified Institutional Placement (QIP) of ' 750 crores, issuing 16,02,564 shares at a premium of ' 4,678/- per share, during the year with the objective of strengthening its

balance sheet, reducing net debt and to support its growth aspirations.

For the year ended March 31, 2026, the Company reported a consolidated revenue from operations of ' 3,313.90 crores compared to ' 2,349.38 crores, an increase of 41.05% over the previous year. Consolidated earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional items, grew by 98.63%, from '577.45 crores in the previous year to ' 1,146.97 crores during the year ended March 31, 2026 reflecting strong operating leverage and tight control over costs. Consolidated Profit before Tax (PBT), after exceptional items, was ' 873.17 crores in the current year as compared to '380.09 crores in the previous year. The performance was underpinned by strong operating cash flow of ' 893.57 crores on a consolidated basis, aided in part by continued focus on working capital.

The Consolidated Operating EBITDA, before other income and exceptional items, reached '1,081.68 crores, as compared to '533.72 crores during the previous year, an increase of 102.67%. Operating EBITDA Margin for the year was at 32.64% against 22.72% in the previous year. Despite volatile geo political environment and challenging market dynamics, the Company’s results reflect a higher earnings growth comparative to growth in top-line, as a result of relentless management focus on manufacturing excellence - namely, safe, compliant, reliable and efficient operations whilst pursing strategic growth opportunities in a disciplined fashion within a tight financial framework. The Company believes this focused approach is paramount to delivering sustainable shareholder value.

Overall growth in Consolidated Revenue is supported by growth across business verticals - HPP (High Performance Products), Speciality Chemicals business and Contract Development and Manufacturing Organization (CDMO) business verticals secured strong growth underpinned by addition of capacities as also actions to secure optimal product mix and realisations. HPP, Speciality Chemicals and CDMO business verticals witnessed a revenue growth of 33.93%, 43.94% and 59.39% respectively over previous year. Our strategic relationships, relentless focus on customer centricity whilst continued emphasis on efficiency / productivity has yielded positive results reflecting in robust financial outcomes on Revenue and Earnings.

During the year, HPP business vertical recorded sales of ' 1,615.38 crores compared to '1,206.14 crores in the previous year, contributing around 48.75% of the overall turnover. Revenue growth was driven by strong

sales of our new R-32 capacity, orchid operations and improved pricing and mix. Refrigerant gases business witnessed strong demand coupled with improved pricing across products. During FY 26, the Board has approved a capital expenditure of '236.5 crores for an additional HFC capacity of 15,000 MTPA equivalent R32 refrigerant, with a projected peak annual revenue potential of '600-825 crores per annum, reinforcing our leadership position in eco-friendly cooling solutions and market position for next-generation refrigerants. During the year, the Company successfully commissioned its AHF facility at Dahej, involving an investment of '450 crores - a landmark milestone that significantly strengthens our fluorochemicals value chain. The Company is also actively progressing downstream value accretive opportunities aimed at commercializing high purity grades, including electronic grade of HF, as also opportunities in the advanced materials space.

During the year under review, the Company’s Specialty Chemicals business delivered a growth of 43.94% yoy to ' 1,152.09 crores compared to ' 800.42 crores in the previous year contributing around 34.76% of the overall turnover. The business reported robust revenue growth, supported by ramp-up of new molecules, improved capacity utilization across Dahej and Surat, and strong demand from global innovator customers. Successful execution of pipeline molecules and safe ramping-up of Nektar project were key drivers of growth.

During the year, the business also entered into a strategic partnership with Chemours to manufacture their proprietary product, Opteon™, a two-phase immersion cooling fluid - a revolutionary and innovative solution aimed at meeting the cooling demands of large scale, hyper data centres, marking an entry into the advanced materials space. Additionally, a capital investment of ' 75 crores was also progressed to debottleneck MultiPurpose Plant (MPP) capacity at Dahej to support new molecule launches for global innovators.

In the CDMO business, successful commissioning of our cGMP4 Phase 1 facility has been a landmark achievement, with supplies from the new plant commencing from January 2026. The business witnessed a healthy revenue growth, supported by the scale-up of commercial molecules, strong execution of ongoing contracts, and increasing traction with global innovator customers. During the year, CDMO recorded sales of '546.43 crores compared to '342.82 crores in the previous year, contributing around 16.49% of the overall turnover.

Key raw material costs moved in a mixed trend through the year with prices of sulphur increasing over a period of time. Fluorspar Boric Acid and Chloroform saw decline y-o-y.

Further, during the year, with the objective of increasing our renewables footprint, the Company entered into a Group Captive arrangement with Prozeal Green Power Eleven Private Limited for sourcing renewable power. This initiative is in line with the Company’s focus on sustainability and reduction of carbon footprint. The arrangement enables the Company to secure reliable, cost-effective green power under a long-term framework.

During the year, the Company also continued to strengthen its capabilities through focused investments in Technology & Development, Research & Development, and Business Development. Advancing complex fluorination chemistries, developing new molecules, and deepening long-term partnerships with global innovators remained central to its strategy. Crossfunctional teams drove efficient scale-up of processes and continuous improvements in productivity, quality, and cost competitiveness, thereby reinforcing the Company’s position as a reliable partner in high-value fluorochemicals.

On a standalone basis, for the year ended March 31, 2026, the Company achieved total revenue from operations of ' 2,301.84 crores, Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional items of '751.09 crores and Profit before tax (PBT), before exceptional items, of ' 663.19 crores. During the year under review, the Company maintained “CARE AA” rating indicating a high degree of safety with respect to timely servicing of financial obligations and very low credit risk, for borrowings with a tenor of more than one year. The rating for short term facilities remains at “CARE A1 ” indicating very strong degree of safety with respect to timely servicing of short-term financial obligations and lowest credit risk.

During the year, the Company also continued to enjoy ‘Responsible Care’ accreditation and published its sustainability report. The Company’s Dahej facility also received ‘Responsible Care’ accreditation. The Company is confident of continuing to lead the way in innovation, sustainability and excellence. Further details are provided under various other heads of this Report and in the Management Discussion and Analysis Report annexed to this Report.

4. SUBSIDIARIES, ASSOCIATESAND JOINT VENTURE

The Company has 6 (six) subsidiaries as under:

(i) Navin Fluorine Advanced Sciences Limited ('NFASL'): NFASL was incorporated in February 2020. NFASL is a material subsidiary. NFASL commenced commercial operations during the financial year ended March 31, 2023. During the financial year ended March 31, 2026, it achieved total revenue from operations of ' 1,133.56 crores, Earnings before interest, tax, depreciation and amortization (EBITDA), before exceptional items of ' 408.35 crores and Profit before tax (PBT), before exceptional items, of ' 225.21 crores.

During the year, assets capitalised in NFASL amounted to ' 532.81 crores including the recently commissioned AHF facility as well as maintenance/efficiency capex. Further, in FY27, NFASL will incur mainly capital expenditure on debottlenecking of MPP facilities which is expected to commission by Q3FY27.

Capex undertaken in NFASL is funded through mix of debt and equity contribution. As on March 31, 2026, external debt outstanding stood at ' 1,222.39 crores. The said loans are secured by way of charge on NFASL’s fixed assets, current assets and corporate guarantees given by the Company.

(ii) Manchester Organics Limited ('MOL'):

The Company owns 100% of MOL, a specialized chemicals research company in Runcorn, U.K., holding 51% of the ordinary voting shares of MOL directly and the balance 49% through NFIL (UK) Limited, a 100% stepdown subsidiary created for the purpose. During the year, MOL reported a turnover of £ 1,535.354 K and net profit after taxes of £ 144.259 K. Improvement in profitability reflects cost control actions taken and monetisation of inventory as also enhanced integration with the Company.

(iii) NFIL (UK) Limited:

I t is a Wholly Owned Subsidiary of the Company incorporated in the UK to acquire the balance shareholding of 49% of MOL.

(iv) NFIL USA Inc.:

A step-down subsidiary, NFIL USA Inc. was formed as a Wholly Owned Subsidiary of NFIL (UK) Limited.

The primary objective of formation of this Company was to increase the market penetration in the USA of the CDMO business and attracting appropriate talent as and when the business needs expansion.

(v) Navin Fluorine (Shanghai) Co. Limited:

It is a wholly owned foreign enterprise under Chinese Laws, and was incorporated with a view to establish a strategic presence closer to the source of key raw materials, whilst helping forge strategic relationships and enabling businesses to make informed decisions to secure procurement efficiencies and advantage.

(vi) Sulakshana Securities Limited ('SSL'):

An entity created to settle dues of the term lenders of Mafatlal Industries Limited, SSL remained a wholly-owned subsidiary of the Company. After settling all the third-party dues, SSL was left with 1,455 Square Meters of commercial floor space at Mafatlal Centre, Nariman Point, Mumbai and a significant portion of this property has been leased out on contemporary terms.

Policy for determining material subsidiary is available at https://www.nfil.in/investor/ policies/NFIL-Policy%20for%20Determining%20 Material%20Subsidiary-2025-Final.pdf

The Company has 1 (one) joint venture as under:

The Company is a joint venture partner with Gujarat Mineral Development Corporation Limited (‘GMDCL’) and Gujarat Fluorochemicals Limited, in Swarnim Gujarat Fluorspar Private Limited, formed for the purpose of beneficiation of fluorspar ores to be supplied by GMDCL from its mines.

No company has become or ceased to become subsidiary, associate or JV of the Company during the year.

Highlights of Financial Performance of Subsidiaries and Joint Venture

Pursuant to Section 129(3) of the Act, a separate statement containing salient features of the financial statements of each subsidiary and JV of the Company is annexed in the format of Form AOC-1 to the Financial Statements of the Company. The Financial Statements of all the aforesaid subsidiaries and Joint Venture have been considered in the Annual Audited Consolidated Financial Results of the Company.

The Annual Financial Statements of all subsidiary companies are available on the Company’s website at https://www.nfil.in/investor/annu_reports.html. Copies of the same will be made available to interested Members who may write to the Company Secretary in this regard.

5. CAPITAL STRUCTURE OF THE COMPANY

* The equity shares allotted under Employees' Stock Option Scheme 2007 and Employees' Stock Option Scheme 2017 rank pari-passu with existing equity shares of the Company.

#The equity shares allotted to the eligible Qualified Institutional Buyers under Qualified Institutional Placement rank pari-passu with existing equity shares of the Company.

For 860 partly paid equity shares, the Company has received the pending application money and interest thereon. Further, the Company has received corporate action approvals for the 860 equity shares and is in process of obtaining listing and trading approvals.

Issue of Equity Shares under Qualified Institutional Placement

The Company had successfully raised '750 crores through Qualified Institutional Placement (‘QIP’) which was fully utilised for (a) Repayment / pre-payment, in full or in part, of certain outstanding borrowings availed by our Company and/or NFASL, and (b) general corporate purposes and issue related expenses.

The subscription was open from July 07, 2025 to July 10, 2025. The Fund Raising Committee of the Board of Directors of the Company had, at its meeting held on July 11, 2025, approved the allotment of 16,02,564

Equity Shares of face value '2 each to eligible Qualified Institutional Buyers at the issue price of '4,680/- per Equity Share (including a premium of '4,678/- per Equity Share) and reflecting a discount of '118.28/- (i.e. 2.46 %) on the floor price of '4,798.28 per Equity Share, pursuant to the QIP Issue in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018. The aforesaid equity shares rank pari-passu in all respect with the existing equity shares of the Company.

The utilisation of funds raised through QIP was reviewed by the Audit Committee as part of quarterly review of financial results and the details of the same were filed with the Stock Exchanges on a quarterly basis, pursuant to Regulation 32 of the SEBI Listing Regulations. During the year under review, the Company had fully utilized the net proceeds raised through the QIP.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, AND CORPORATE GOVERNANCE REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Management Discussion and Analysis Report, and Corporate Governance Report along with the Certificate received from Parikh & Associates, Practising Company Secretaries, confirming compliance with corporate governance requirements as per SEBI Listing Regulations are annexed as ‘Annexure 1’ and ‘Annexure 2’ respectively to this Report.

7. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company is committed to the highest environmental, social and governance standards. In accordance with SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company on this front, in the prescribed format is annexed as ‘Annexure 3’ to this Report.

8. CORPORATE SOCIAL RESPONSIBILITY

Padmanabh Mafatlal Group’s and the Company’s primary focus is not limited to creating value, but also extends to sharing it. The Company considers CSR as one of the important means of sharing value with the community in which it operates.

The Company’s CSR Policy is reflective of its CSR philosophy and highlights the snapshot of activities undertaken by the Company. The scope of the Policy includes the areas covered under the Policy and activities eligible for CSR contribution. The other aspects covered by the Policy include guiding principles for: (i) selection

of CSR activities and annual action plan, (ii) execution of CSR activities and (iii) monitoring CSR activities, along with voluntary impact assessment.

The Company’s CSR policy is available on the website of the Company at https://www.nfil.in/investor/policies/ NFIL_CSR_Policy_1.pdf

The Company’s CSR initiatives extend across health, education, sports, sustainable livelihood, animal care and other social causes through its CSR expenditure of '7.50 crores for the financial year 2025-26 vis-avis mandatory spend of '6.47 crores pursuant to the provisions of Section 135 of the Act. In addition to this, CSR spend from Navin Fluorine Advanced Sciences Limited was '1.22 crores. The requisite details on CSR initiatives pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as ‘Annexure 4’ to this Report.

Though not statutorily required, the Company voluntarily conducted impact assessment of its project implemented through Shri Sadguru Seva Sangh Trust during FY 2023-24, exemplifying the Company’s commitment to transparent and responsible practices. The assessment was carried out by MMJC Consultancy LLP and executive summary on the same is annexed to Annexure 4.

The Company’s approved CSR Annual Action Plans are available on the Company’s website at https://www.nfil. in/csr/index.html

9. ANNUAL RETURN

The Annual Return of the Company for the financial year 2025-26 is available on the website of the Company at https://www.nfil.in/investor/annu_reports.html.

10. UNCLAIMED DIVIDEND / INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per Section 124 of the Act read with the Rules made thereunder, any dividend amount transferred to Unpaid Dividend Account which remains unclaimed or unpaid for 7 years is transferred to IEPF and shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more are transferred to IEPF.

The details of shares and dividends transferred to IEPF by the Company during the year are available at https:// www.nfil.in/investor/unpaid.html. The Company intimates concerned Members and issues public notice in respect of shares to be transferred to IEPF in the newspaper, on timely basis.

11. LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The details of loans and guarantees given, securities provided and the investments made by the Company as on March 31, 2026 pursuant to Section 186 of the Act are provided in the Annual Audited Financial Statements.

12. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were in the ordinary course of the business and on arm’s length basis. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is annexed as ‘Annexure 5’ to this Report.

The Company’s Policy on materiality of related party transactions and on dealing with related party transactions is available on the Company’s website at https://www.nfil.in/investor/policies/NFIL-Policy%20 on%20Materiality%20of%20Related%20Party%20 Transactions%20and%20on%20dealing%20with%20 RPT-Final-2025.pdf.

13. BOARD MEETINGS

During the year, 8 (eight) Board Meetings were held. The details of the Board Meetings are mentioned in the Corporate Governance Report annexed to this Report.

14. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted declarations confirming that:

a) They are independent as per Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations;

b) They have registered themselves with Independent Directors’ Database of The Indian Institute of Corporate Affairs (‘IICA’), and have cleared the online proficiency test of IICA, as applicable;

c) They are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; and

d) They have complied with the Code of Conduct for Independent Directors as prescribed under Schedule IV to the Act, as applicable.

Accordingly, the Board of Directors of the Company is of the view that Independent Directors fulfil the criteria

of independence and they are independent from the management of the Company.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 of the Act, your Directors report that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls (as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 27^th Annual General Meeting of the Company held on July 31, 2025 the following changes occurred in the Board of the Company:

• Mr. Vishad P. Mafatlal was re-appointed as Director of the Company after retiring by rotation.

• Mr. Ashok U. Sinha was re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 consecutive years commencing from October 28, 2025 and ending on October 27, 2030.

The Board of Directors of the Company, at its Meeting held on December 02, 2025, appointed

Mr. Kartikeya A. Dube as an Additional Non-Executive Director of the Company w.e.f. December 03, 2025. Subject to approval of the Members of the Company, Mr. Dube was also appointed as an Independent Director of the Company for a term of 5 consecutive years commencing from December 03, 2025 and ending on December 02, 2030, not liable to retire by rotation, which was approved by the Members of the Company through Postal Ballot.

At the 28^th Annual General Meeting of the Company to be held on August 06, 2026, the Board recommends to the Members of the Company, the following:

a) Re-appointment of Mr. Sudhir R. Deo, who retires by rotation and being eligible, offers himself for reappointment as Director

b) Mr. Vishad P. Mafatlal’s existing term as an Executive Chairman will end on August 19, 2026. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its Meeting held on April 29, 2026, re-appointed him as an Executive Chairman of the Company for another term of 5 consecutive years commencing from August 20, 2026 and ending on August 19, 2031, subject to approval of the Members of the Company.

c) Mr. Sujal A. Shah’s first term as Independent Director of the Company will end on May 06, 2026. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its Meeting held on April 29, 2026, re-appointed him as Non-Executive Independent Director of the Company for a second term of 5 consecutive years commencing from May 07, 2026 and ending on May 06, 2031, subject to approval of the Members of the Company.

d) Ms. Apurva S. Purohit’s first term as Independent Director of the Company will end on October 19, 2026. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, at its Meeting held on April 29, 2026, re-appointed her as NonExecutive Independent Director of the Company for a second term of 5 consecutive years commencing from October 19, 2026 and ending on October 18, 2031, subject to approval of the Members of the Company.

Brief profiles of Mr. Deo, Mr. Mafatlal, Mr. Shah and Ms. Purohit are provided in the Notice convening the 28^th Annual General Meeting.

7. COMMITTEES OF THE BOARD

The Company has duly constituted the following statutory committees as per the provisions of the Act and SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid committees are included in the Corporate Governance Report which forms part of this Report.

Audit Committee

The composition of the Audit Committee is as under:

During the year, there were no instances when the recommendations of the Audit Committee were not accepted by the Board of Directors of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirements of the Act and SEBI Listing Regulations, the Company has a Whistle Blower Policy approved by the Board of Directors. The objectives of the policy are:

a) To provide a Vigil Mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Audit Committee, their concerns relating to the Company, any instance of unethical behaviour, actual or suspected fraud or violation of the Company’s Ethics Policy;

b) To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimization, who notice and report any unethical or improper practices; and

c) To appropriately communicate the existence of such mechanism within the organization and to outsiders.

Whistle Blower Policy is available on the website of the Company at https://www.nfil.in/investor/policies/ Whistle%20Blower%20Policy.pdf. The Company confirms that no personnel have been denied access to the Audit Committee pursuant to the whistle blower mechanism.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation was carried out as under:

Individual Directors

a) Independent Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board was also of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

b) Non-Independent Directors: The performance of each of the Non-Independent Directors (including the Executive Chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication etc. The Independent Directors and the Board were of the unanimous view that all the Non-Independent Directors were providing good business and people leadership.

Board of Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate Meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act read with the Rules made thereunder and SEBI Listing Regulations.

20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has a policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees as per Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, which includes:

• Criteria for identification of persons for appointment as Directors and in senior management positions

• Criteria for determining qualifications, positive attributes, independence of a Director

• Board Diversity

• Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration to other employees

The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Company’s website at https://www.nfil.in/investor/policies/Policyardkmpe.pdf. pdf. While considering the appointment of a Director, the Board doesn't discriminate on the basis of gender, race or ethnicity, nationality, country of origin or cultural background or on any other grounds.

21. INSURANCE

The properties, insurable assets of the Company such as Buildings, Plants and Machineries and inventories, among others, are adequately insured.

The Company has a Directors & Officer’s Liability (D&O) Policy which covers the Directors and Officers for the liabilities, if any, arising out of their actions/decisions in the normal course of discharge of their duties for the Company.

22. EMPLOYEES’ STOCK OPTION SCHEMES

The Company has two Employees’ Stock Option Schemes viz. Employees’ Stock Option Scheme 2007 and Employees’ Stock Option Scheme 2017 (‘ESOS 2017’) which are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there were no material changes therein. In this regard, a certificate from Parikh & Associates, the Secretarial Auditors of the Company, will be placed at the 28^th Annual General Meeting for inspection by Members.

The relevant details of the Employees’ Stock Option Schemes as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are specified in ‘Annexure 6’ to this Report.

23. HUMAN RESOURCE

The total number of permanent employees of the Company as on March 31, 2026 was 1,045. The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of ‘Annexure 7’ to this Report.

The requisite details relating to the remuneration of the specified employees under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. Further, this Report and Financial Statements are being sent to Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure will be open for inspection by any Member. Interested Members may write to the Company Secretary.

24. PREVENTION OF WORKPLACE HARASSMENT

The Company has in place a gender neutral Anti-Sexual Harassment Policy which aims to provide an environment, which is free of discrimination, intimidation and abuse. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was received from employees in this regard.

25. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and strictures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and

ensure the systematic and efficient conduct of the Company’s business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records. The controls have been reviewed and found satisfactory on the following key control matrices:

a) Entity level controls

b) Financial controls

c) Operational controls

The Company has a built-in review and control mechanism to ensure that such control systems are adequate and operating efficiently and these are persistently reviewed for effectiveness. The internal control system is maintained by qualified personnel and there is an internal audit review on a regular basis, to suggest adequacy and effectiveness of the system and to recommend improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plan along with critical internal audit findings presented by internal auditors and status of implementation of audit recommendations.

26. RISK MANAGEMENT POLICY

The Company has a structured risk management framework and policy that provides an all-inclusive approach to safeguard the organization from various risks, both operational and strategic, through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks that could materially impact the business objectives. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during the decision making. Further details are provided in the Management Discussion and Analysis Report and Corporate Governance Report annexed to this Report.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy and technology absorption is disclosed in ‘Annexure 8’ to this Report pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014.

28. STATUTORY AUDITORS

At the 24^th AGM held on July 27, 2022, the Members of the Company approved the re-appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) for a second term of 5 consecutive years commencing from the conclusion of the 24^th Annual General Meeting until the conclusion of 29^th Annual General Meeting based on the recommendations of the Audit Committee and the Board.

29. STATUTORY AUDITOR’S REPORT

There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their report on the Annual Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

As required under Rule 11 of the Companies (Audit and Auditors) Rules, 2014, auditors’ report has highlighted that the Company used multiple accounting software for maintaining its books of accounts with audit trail (edit log) feature enabled and duly operating throughout the year for all relevant transactions except that the log does not capture changes made by certain privileged users having access rights at the application layer. Further the database audit log in respect of its core accounting software up to May 2025 does not contain pre-modified values and since June 2025, when the Company migrated to private cloud-based SAP S/4 Hana, ISAE 3402 Type 2 report of the service provider did not carry information pertaining to the audit trail at the database level. Additionally, the auditors’ report also highlights that ISAE 3402 Type 2 report for payroll system operated by a third-party software service provider up to July 2025 was not available and further, since August 2025 following migration to another third-party operated payroll system the database audit log of modifications does not capture pre-modified values.

The Company has in consultation with third party service provider for its accounting system, taken actions to activate audit trail logs covering both application layer and database layer. Further the Company is in active discussion with the third-party service provider for

payroll system on mitigating actions to capture the data base levels audit trail logs.

30. SECRETARIAL AUDITORS

At the 27^th AGM held on July 31, 2025, the Members of the Company approved the appointment of Parikh & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for a term of 5 consecutive years, from the financial year 2025-26 to financial year 2029-30 and remuneration to be paid to them.

31. SECRETARIAL AUDIT REPORT

Pursuant to Section 204(1) of the Act and Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the Company for the financial year ended March 31, 2026 issued by Parikh & Associates, Practising Company Secretaries, is annexed as ‘Annexure 9’ to this Report. Further, the Secretarial Audit Report of Navin Fluorine Advanced Sciences Limited, a Material Wholly Owned Subsidiary, for the financial year ended March 31, 2026 issued by Parikh & Associates, Practising Company Secretaries, is annexed as ‘Annexure 10’ to this Report. The aforesaid Reports do not contain any qualification, reservation or adverse remark or disclaimer.

32. COST RECORDS AND COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and accordingly, such accounts and records are being maintained.

The Board of Directors, based on the recommendations of the Audit Committee, appointed B. Desai & Co., (Firm Registration No. 005431), Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the financial year 2026-27 on agreed remuneration of '6,00,000 plus applicable taxes apart from reimbursement of out-of-pocket expenses.

As required under the Act, necessary resolution seeking Members’ ratification for the remuneration payable to B. Desai & Co. is placed at the 28^th Annual General Meeting. The Cost Audit Report in respect of the financial year 2025-26 will be filed within the statutory timeline.

33. SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

34. INTEGRATED REPORT

The Company, with an objective to provide more comprehensive financial and non-financial disclosures pertaining to every aspects of its business, has prepared an Integrated Report in accordance with the prescribed guidelines of the Integrated Reporting <IR> framework developed by the former International Integrated Reporting Council (IIRC) and now maintained by the IFRS Foundation.

35. STATUTORY DISCLOSURES

a) The Company has not accepted any deposit from the public pursuant to Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014;

b) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

c) The Whole Time Director, Key Managerial Personnel and Managing Director of the Company have not received any remuneration or commission from any of the subsidiaries;

d) No significant and material Orders have been passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future;

e) As there was no buyback of shares during the year, the Company has nothing to disclose with respect to buyback of shares;

f) None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act;

g) There were no revisions of financial statements and the Board’s Report of the Company during the year under review;

h) There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report;

i) There was no change in the nature of the Company’s business;

j) No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement