As on: Sep 06, 2026 05:09 PM
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)
*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:
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.
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