to the Members
Your Directors take pleasure in presenting their 72nd (Seventy-Second)
Annual Report on the business and operations of Naperol Investments Limited ('Naperol' or
'the Company') and the Audited Financial Statements for the Financial Year ('FY') ended
March 31, 2026.
1. FINANCIAL RESULTS
The Audited Financial Statements of the Company as on March 31, 2026, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS”)
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 ("the Act”).
The summarized financial highlights are depicted below:
(Rs In lakhs)
| Particulars |
Financial Year Ended |
|
March 31, 2026 |
March 31, 2025 |
| Total Income |
2,679.75 |
2,013.92 |
| Profit before tax and exceptional items |
1,111.82 |
1,171.98 |
| Exceptional Items |
0.41 |
- |
| Profit before tax after exceptional items |
1,111.41 |
1,171.98 |
| Tax Expense |
42.5 |
116.55 |
| Net Profit after Tax |
1,068.91 |
1,055.43 |
| Dividend paid on Equity Shares |
172.41* |
517.23** |
*Interim Dividend of C 3.00 (30%) per equity share was declared for FY 2025-26
**Interim Dividend of C 9.00 (90%) per equity share was declared for FY 2024-25
2. DIVIDEND
Dividend Distribution Policy
In accordance with Regulation 43A of SEBI Listing Regulations, the Company has
formulated a Dividend Distribution Policy which endeavors dual objective of appropriate
reward to shareholders through dividends and ploughing back earnings to support sustained
growth. The policy is available on the website of the Company at
https://www.naperolinvestments.com/ BoardPolicies.
Declaration and Payment of Dividend
The Board of Directors, at its meeting held on February 25, 2026, after taking into
accounts its financial position as on that date, had declared an interim dividend for FY
2025-26 of C 3.00 per equity share (30% of the face value of C 10 per equity share), in
accordance with the Dividend Distribution Policy of the Company. This led to an outgo of C
172.41 Lakhs (including tax deducted at source) for FY 2025-26.
The Board is pleased to recommend a Final dividend of C 16.48 /- per equity share of
the Company of face value of C 10.00/- each (164.80%) for FY 2025-26.
The said dividend on equity shares is subject to the approval of the Shareholders at
the ensuing Annual General Meeting ('AGM') scheduled to be held on Wednesday, September
16, 2026.
The dividend once approved by the Shareholders will be paid on or after September 20,
2026.
Record Date
The record date fixed for determining the entitlement of Members for payment of
dividend is Wednesday, September 09, 2026.
In accordance with the Finance Act, 2020, dividend income is taxable in the hands of
Members and the Company is required to deduct tax at source from the dividend to be paid
to the Members as per rates prescribed under the Income Tax Act, 2025.
3. TRANSFER TO RESERVES
During the year under review, no transfers were made to reserves.
4. STATE OF COMPANY'S AFFAIRS
As per the financial statements for the financial year ended March 31, 2026, the gross
sales and other income of the Company for the year under review stood at C 2,679.75 lakhs
as against C 2,013.92 lakhs in the previous financial year.
The profit before tax for the year under review was C 1,111.41 lakhs as compared to C
1,171.98 lakhs in the previous year. The profit after tax stood at C 1,068.91 lakhs as
against C 1,055.43 lakhs in the previous financial year.
During the year under review, the Company operated in two reportable segments, namely:
(i) Investment Segment; and
(ii) Trading Segment.
Detailed segment-wise performance is provided in the Financial Statements and the
Management Discussion and Analysis Report forming part of the Annual Report.
5. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business.
6. PUBLIC DEPOSITS
During the year under review, your Company has neither accepted nor renewed any
deposits from public within the meaning of Section 73 of the Act, read with Companies
(Acceptance of Deposits) Rules, 2014.
7. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiaries or associate companies and has not entered
into any joint ventures during the period under review. Accordingly, the reporting of the
highlights of performance of subsidiaries, associates, and joint venture companies and
their contribution to the overall performance of the Company, as required under Rule
8(5)(iv) of the Companies (Accounts) Rules, 2014, is not applicable.
Consequently, the provisions of Section 129(3) of the Act, read with Rule 5 of the
Companies (Accounts) Rules, 2014, relating to the preparation of AOC-1, as well as the
provisions of Section 136 concerning the placement of financial statements of subsidiaries
on the Company's website, are also not applicable.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of SEBI Listing Regulations, the Management Discussion
and Analysis Report for the year under review, is presented in a separate section, forming
part of the Annual Report.
9. CORPORATE GOVERNANCE
A separate report on Corporate Governance pursuant to Regulation 34(3) of the SEBI
Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from
a Practicing Company Secretary of the Company regarding compliance of the conditions of
Corporate Governance is appended as 'Annexure I'.
10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) and Regulation 3 of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report for FY 2025-26 is not applicable to the
Company.
11. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee in
accordance with the provisions of Section 135 of the Act. The Committee comprises three
Directors which includes two (2) Independent Directors of the Company.
During the year under review, the provisions of Section 135(5) of the Act were not
applicable to the Company. As a result, the Company was not required to incur any
expenditure on CSR activities and, accordingly, no CSR projects were undertaken during FY
2025-26 in accordance with the CSR Policy.
A report on CSR, containing the particulars as prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is appended as 'Annexure II' and
forms integral part of the Annual Report.
12. RELATED PARTY TRANSACTIONS
The Company has a well-defined process of identification of related parties and
transactions with related parties, its approval and review process. The Policy on Related
Party Transactions as formulated by the Audit Committee and the Board is disclosed on the
Company's website and can be accessed at https://
www.naperolinvestments.com/BoardPolicies.
All contracts/arrangements/transactions entered by the Company with related parties
were in compliance with the applicable provisions of the Act and the SEBI Listing
Regulations for FY 2025-26. Prior omnibus approval of the Audit Committee is obtained for
all related party transactions as specified in the SEBI Listing Regulations. Pursuant to
the said omnibus approval, details of related party transactions entered by the Company
are also reviewed by the Audit Committee on a quarterly basis.
All the transactions entered by the Company with related parties during the year under
review were at arm's length basis and in ordinary course of business. Further, there was
no material significant related party transactions entered by the Company during the year
under review, that required shareholders' approval. The particulars of contracts or
arrangements with related parties as prescribed in Form No. AOC-2 is appended to this
report as Annexure III'
In accordance with Ind AS-24, the Related Party Transactions are disclosed in the Notes
to Financial Statements for FY 2025-26 forming part of the Annual Report.
13. Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for Employees and Directors in conformation with the provisions of Section
177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine
concerns about unethical behaviour and to ensure strict compliance with ethical and legal
standards across the Company.
Details of the Whistle Blower Policy are provided in the Corporate Governance Report
and are also available on the Company's website at https://www.naperolinvestments.com/
DisclosureUnderReaulation46-of-the-LODR
14. RISK MANAGEMENT
Your Company has a well-defined Risk Management Policy. The Company has in place a
mechanism to inform the Board about the risk assessment and minimization procedures and
undertakes periodical review of the same to ensure that the risks are identified and
controlled by means of a properly defined framework.
The details of the Risk Management Committee and policy are given in the Corporate
Governance Report.
15. DETAILS OF BOARD MEETINGS
During the year under review, five (5) Board meetings were held. The details of the
meetings held and attended by each Director are provided in the Corporate Governance
Report forming part of this Annual Report.
16. BOARD COMMITTEES
As on March 31,2026, the Board currently has following five (5) Committees:
i. Audit Committee,
ii. Nomination and Remuneration Committee,
iii. Corporate Social Responsibility Committee,
iv. Stakeholders' Relationship Committee and
v. Risk Management Committee.
All the recommendations made by the Committees were accepted by the Board.
The details of the Committees, its composition, its role, number of Committee meetings
held and attendance at meetings is provided in the Corporate Governance Report.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ness N. Wadia (DIN: 00036049), Non-Executive
Director, retires by rotation at the ensuing AGM and being eligible, offers himself for
reappointment.
The Board is of the opinion that Mr. Ness N. Wadia possesses the requisite knowledge,
skills, expertise and experience to contribute to the growth of the Company. The
Nomination and Remuneration Committee and the Board at their Meeting held on August 03,
2026, recommended the re-appointment of Mr. Ness N. Wadia for the consideration of the
Members of the Company at ensuing AGM.
Brief Profile and other information of Mr. Ness N. Wadia as required under Regulation
36(3) of SEBI Listing Regulations and Secretarial Standard - 2 are given in the Notice of
the 72nd AGM of the Company. The above proposal for re-appointment forms part
of the Notice of the 72nd AGM.
Key Managerial Personnel
Mr. Akshay Satasiya, Company Secretary and Compliance Officer of the Company, had
tendered his resignation and was relieved of his duties from the close of business hours
of March 08, 2026. The Board placed on record its appreciation for his contribution during
his tenure as Company Secretary & Compliance Officer of the Company.
Mr. Chirag Kothari, Manager of the Company, had tendered his resignation and was
relieved of his duties from the close of business hours of May 31, 2026. The Board placed
on record its appreciation for his contribution during his tenure as Manager of the
Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors approved the appointment of Ms. Jui Masurkar as Company Secretary and Compliance
officer and Key Managerial Personnel of the Company effective from April 30, 2026.
18. Declaration by Independent Directors:
The Company has received the declaration of Independence from all the Independent
Directors of the Company stating that they meet the independence criteria as prescribed
under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of
Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. Further,
the Company's Independent Directors have affirmed that they have followed the Code for
Independent Directors as outlined in Schedule IV to the Act and as required under
Regulation 26(3) of the SEBI Listing Regulations.
19. BOARD EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of SEBI Listing Regulations,
the Board has carried out an annual performance evaluation of its own performance and that
of its Committee's viz; Audit Committee, Stakeholders Relationship Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee and that of Individual Directors. The manner in which evaluation has been
carried out has been explained in the Corporate Governance Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
1. In the preparation of the annual financial statements for the financial year ended
March 31, 2026, the applicable accounting standards have been followed and that there are
no material departures;
2. They have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at the end of the financial year and of the
loss of the Company for that period;
3. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the Annual Accounts on a 'going concern' basis;
5. They have laid down internal financial controls to be followed by the Company and
that such internal controls are adequate and were operating effectively; and
6. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and were operating effectively.
21. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as
per Section 92(3) of the Act for the financial year ended March 31, 2026, is available on
the Company's website and can be accessed at
https://naperolinvestments.com/AnnualReturn
In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed
timelines.
22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal Audit plays a key role in providing an assurance to the Board of Directors
with respect to the Company having adequate Internal Financial Control Systems. The
Internal Financial Control Systems provide, among other things, reasonable assurance of
recording the transactions of its operations in all material respects and of providing
protection against significant misuse or loss of Company's assets. The details of adequacy
of Internal Financial Controls are given in the Management Discussion and Analysis Report.
23. SHARE CAPITAL
During the year under review, there has been no change in the authorised and paid-up
share capital of the Company.
24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in Notes to the Financial Statements.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There has been no significant and material orders passed by the regulators, courts and
tribunals impacting the going concern status and the Company's operations in future.
26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF FINANCIAL
YEAR
There are no applications made or any proceeding pending during the year under review
under the Insolvency and Bankruptcy Code, 2016.
27. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE
REASONS THEREOF
During the year under review, there was no instance of one-time settlement with banks
or financial institutions.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Details pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
| Conservation of energy |
The operations of the Company are not energy-intensive and are limited to
a small office setup with minimal infrastructure. However, the Company remains conscious
of its environmental responsibilities and has adopted the following measures to promote
energy efficiency and sustainability: |
|
• Use of energy-efficient equipment such as laptops and
multi-functional devices; |
|
• Encouraging a paperless work environment through digital
documentation and communication; and |
|
• Ensuring all electrical devices are switched off when not in use |
| Technology absorption |
No expenditure was incurred by the Company attributable to technology
absorption during the year |
| Foreign exchange earnings and Outgo |
Foreign Earning: NIL Foreign Outgo: NIL |
29. AUDITORS AND AUDIT REPORTS
29.1 Statutory Auditors
Based on the recommendation of the Audit Committee and the Board of Directors, Members
of the Company at 68th Annual General Meeting (AGM) held on September 13, 2022,
appointed M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants, (FRN 104607W/ W100166)
as the Statutory Auditors of the Company, for the first term of five (5) consecutive
years, from the conclusion of the 68th AGM, until conclusion of the 73rd
AGM to be held in the FY 2027-28. The Statutory Auditors have confirmed that they are not
disqualified from continuing as Statutory Auditors of the Company.
Pursuant to amendments in Section 139 of the Act, the requirements to place the matter
relating to such appointment for ratification by Members at every AGM has been done away
with.
There are no qualifications, reservations or adverse remarks made in the Statutory
Auditors' Report for the FY 2025-26.
Further, Statutory Auditors in their report expressed an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls.
29.2 Internal Auditors:
M/s. PKF Sridhar and Santhanam, LLP have carried out Internal Audit of the Company for
FY 2025-26.
29.3 Cost Auditors
The provisions of section 148 of the Act are not applicable to the Company for the
period under review. Accordingly, there is no requirement for maintenance of cost records
as specified under sub-section (1) of section 148 of the Act.
29.4 Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and
the Board of Directors, Members of the Company at the 71st AGM held on
September 04, 2025, approved the appointment of M/s. Parikh & Associates, Practicing
Company Secretaries (FRN P1988MH009800), as the Secretarial Auditor of the Company for a
term of five (5) consecutive years, commencing from April 1, 2025 until March 31, 2030.
The Members also approved the remuneration for FY 2025-26 payable to the Secretarial
Auditor and authorised the Board of Directors to finalise the terms and conditions of the
appointment, including remuneration of the Secretarial Auditor for the remaining period,
based on the recommendation of the Audit Committee.
The Secretarial Audit Report issued by M/s. Parikh & Associates, Secretarial
Auditor of the Company for FY 2025-26 does not contain any qualification, reservation or
adverse remark. The Report of the Secretarial Auditors is appended as 'Annexure IV'.
30. COMPLIANCE WITH THE SECRETARIAL STANDARDS
During the year under review, the Company has complied with the all the applicable
Secretarial Standards on Board Meetings and General Meetings issued by The Institute of
Company Secretaries of India, as mandated under Section 118 of the Act.
31. REPORTING OF FRAUDS
During the year under review, the Auditors have not reported any instances of fraud
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Act.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Complaints Committee for providing a redressal
mechanism pertaining to sexual harassment of employees at workplace.
Your Directors further state the following pursuant to the Sexual Harassment of Women
at Workplace (Prohibition, Prevention and Redressal) Act, 2013:
i. Number of complaints received during the financial year - Nil
ii. Number of complaints disposed off during the financial year - Nil
iii. Number of complaints pending as on end of the financial year - Nil
iv. Number of complaints pending more than 90 days-Nil
33. COMPLIANCES WITH PROVISIONS OF MATERNITY BENEFIT ACT:
During the period under review, the provisions of the Maternity Benefit Act, 1961, were
not appliable to the Company.
34. NOMINATION AND REMUNERATION POLICY
The details of the Company's Nomination and Remuneration Policy for Directors, Key
Managerial Personnel and other employees are given in the Corporate Governance Report and
is disclosed on the website of the Company
https://www.naperolinvestments.com/BoardPolicies.
35. PARTICULARS OF EMPLOYEES
The statement containing the details of the Remuneration of Directors, KMPs and
Employees as required in terms of provisions of Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided as 'Annexure V'.
36. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION
In terms of Regulation 17(8) of the SEBI Listing Regulations, the Company has obtained
Compliance Certificate from the Manager and the Chief Financial Officer.
37. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, affecting the financial position
of the Company, which have occurred between the end of the financial year of the Company
and the date of this Report.
38. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation to the Customers,
Vendors, Bankers, Shareholders, Central and State Governments and Regulatory Authorities
for their continued co-operation and support. Your Directors also take this opportunity to
acknowledge the dedicated efforts made by employees for their contribution to the
achievements of the Company.
|
On behalf of Board of |
|
Directors of Naperol Investments Limited |
|
(Formerly known as National Peroxide Limited) |
|
Ness N. Wadia |
|
Chairman |
| Mumbai: August 03, 2026 |
(DIN: 00036049) |
|