Naperol Investments Ltd Directors Report

Your Directors take pleasure in presenting their 71^st (Seventy-First) Annual Report on the business and operations of

Naperol Investments Limited (‘NIL or ‘the Company) and the Audited Financial Statements for the financial year ended

March 31, 2025.

1. FINANCIAL RESULTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the provisions of the

Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

( C In lakhs)

	Financial Year Ended
Particulars	March 31, 2025	March 31, 2024
Total Income	2,013.92	192.04
Profit before tax / (Loss) and exceptional items	1,171.98	(60.96)
Exceptional Items	-	-
Profit /(Loss) before tax after exceptional items	1,171.98	(60.96)
Tax Expense	116.55	(24.41)
Net Profit / (Loss) after Tax	1,055.43	(36.55)
Dividend paid on Equity Shares	517.23*	(57.47)**

*Interim Dividend of Rs. 9.00 (90%) per equity share was declared for FY 2024-25 **Final Dividend of Rs. 1.00 (10%) per equity share for FY 2022-23

2. DIVIDEND

The Board of Directors, at its meeting held on March 21,

2025, after taking into accounts its financial position on that date, had declared an interim dividend of C 9.00 per equity share (90% of the face value of C 10 per equity share) for FY 2024-25, in accordance with the Dividend Distribution Policy of the Company. This led to an outgo of C 517.23 lakhs (including tax deducted at source) for FY 2024-25.

In accordance with Regulation 43A of the Listing

Regulations, the Company has formulated a Dividend Distribution Policy which endeavors dual objective of appropriate reward to shareholders through dividends and ploughing back earnings to support sustained growth. The policy is available on the website of the Company at https://www.naperolinvestments.com/ BoardPolicies.

3. TRANSFER TO RESERVES

During the year under review, no transfers were made to reserves.

4. STATE OF COMPANYS AFFAIRS

As per the financial statements for the financial year ended March 31, 2025, the gross sales and other income for the year under review was C 2,013.92 lakhs as against C 192.04 lakhs for the previous year. The profit/loss before tax was C 1,171.98 lakhs and the profit/loss after tax was C 1,055.43 lakhs for the year under review as against C (60.96) lakhs and C (36.55) lakhs respectively, for the previous year.

After obtaining approvals from the Members, the Company had commenced its trading business operations during the year under review. Hence, the

Company has two reportable segments, i.e. Investment financial year segmentandTradingsegmentforthe ended March 31, 2025. The segment-wise information is given under Financial Statements forming part of the Annual Report as well as in Management Discussion and Analysis Report.

5. CHANGE(S) IN THE NATURE OF

BUSINESS, IF ANY

The Members of the Company had approved on March 28, 2024, the amendments in the main object clause of Memorandum of Association (‘MOA) to facilitate would be diversification plans, fortheCompanyasapartofthe through process of Postal Ballot. The Registrar of Companies had also approved the amendment in MOA with effect from May 7, 2024. Accordingly, during the period under review, the Company has commenced its trading business operations.

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 Companys website, are also not applicable.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the 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 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) of the Listing

Regulations, the Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as ‘Annexure

- II and forms an integral part of the Annual Report and is also uploaded on the Companys website and can be accessed at https://www.naperolinvestments.com/ AnnualReport#

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, including one Independent Director.

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 the year 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 III 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 Companys website and can be accessed at https://www.naperolinvestments.com/BoardPolicies. During the year under review, the Board of Directors had revised the Policy on Related Party Transaction in order to align the said the policy with the amendments made in Regulation 23 of Listing Regulations.

All contracts/arrangements/transactions entered by the Company with related parties were in compliance with the applicable provisions of the Act and the

Listing Regulations for FY 2024-25. Prior omnibus approval of the Audit Committee is obtained for all related party transactions as specified in the 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 including material related party transaction entered into by the Company with related parties during the year under review were at arms-length basis and in ordinary course of business. The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC?2 is appended to this report as ‘Annexure IV.

In accordance with Ind AS-24, the related party transactions are disclosed in the Notes to Financial Statements for FY 2024-25 forming part of the Annual Report.

13. WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act and

Regulation 22 of the Listing Regulations, your Company has adopted Whistle Blower Policy. The details of the same are provided in the Corporate Governance Report forming part of the Annual Report.

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, six (6) 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, 2025, the Board currently has following

i. Audit Committee, ii. Nomination and Remuneration Committee, iii. Corporate Social Responsibility Committee, iv. Stakeholders Relationship Committee and v. Risk Management Committee. The Board, in its meeting held on July 31, 2024, had dissolved the Restructuring Compliance Committee pursuant to implementation of the Composite Scheme of Arrangements.

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 are provided in the Corporate Governance Report.

17. DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Appointment

The Board of Directors, at its meeting held on July 31, 2024, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Keki M. Elavia (DIN: 00003940) as an Additional and Non-Executive Independent Director of the Company for a period of 5 (five) years effective from July 31, 2024, upto July 30, 2029, subject to approval of the Members. Subsequently, the Members of the Company, at the 70^th Annual General Meeting (AGM) held on August 27, 2024, approved the appointment of Mr. Keki M. Elavia as Non-Executive Independent Director of the

Company for a period of 5 (five) years effective from

July 31, 2024, upto July 30, 2029.

The declaration has been given to the Company that he meets the criteria of independence as required under

Section 149(6) of the Act and the Listing Regulations.

Mr. Keki M. Elavia brings with him a wealth of experience and expertise, and the Board believes that the Company will immensely benefit from his insights and guidance.

Retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Rajiv Arora (DIN: 08730235), Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors at their Meeting held on July 29, 2025, recommended the re-appointment of Mr. Rajiv

Arora as a Non-Executive Director, for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Mr. Rajiv Arora possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Brief Profile and other information of Mr. Rajiv Arora as required under Regulation 36(3) of the Listing

Regulations and Secretarial Standard - 2 are given in the Notice of the 71^st AGM of the Company. The above proposal for re-appointment forms part of the Notice of the 71^st AGM.

Completion of Term

Mr. Rajesh Batra (DIN: 00020764), Independent Director of the Company completed his second consecutive 5 (five) years term of directorship as an

Independent Director of the Company from the closure of business hours of August 10, 2024, pursuant to the provisions of the Act and the Listing Regulations. The

Board placed on record its appreciation and gratitude for valuable services and support contributed by him as member of the Board during his tenure as an Independent Director of the Company.

Key Managerial Personnel

Mr. Shailesh Sawant, Chief Financial Officer of the

Company,hadtenderedhisresignationandwasrelieved of his duties from the close of business hours of July 05, 2024. The Board placed on record its appreciation for Mr. Shailesh Sawant for his contribution during his tenure as Chief Financial Officer of the Company.

Mr. Arpit Maheshwari, 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 September 02, 2024. The Board placed on record its appreciation for his contribution during his tenure as Company Secretary

& Compliance Officer of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of Audit Committee, the Board of Directors approved the appointment of Mr. Deepak Kumar as Chief Financial

Officer and Key Managerial Personnel of the Company effective from July 31, 2024.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Akshay Satasiya as

Company Secretary & Compliance Officer and Key

Managerial Personnel of the Company effective from October 29, 2024.

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 Listing Regulations. Further, the Companys 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 Listing Regulations.

19. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board of Directors carried out an annual evaluation of its own performance, Board Committees and Individual Directors in accordance with the Act, the Listing Regulations and governance guidelines issued by SEBI. The manner in which the evaluation has been carried out are given in the Corporate Governance Report forming part of the Annual 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, 2025, 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 profit 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, 2025, is available on the Companys 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 Companys 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 Companys 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: C 425.83 Lakhs

29. AUDITORS AND AUDIT REPORTS

29.1 Statutory Auditor

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at 68^th 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, the conclusion of the 68^th AGM, until conclusion of the 73^rd 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 2024-25.

Further, Statutory Auditors in their report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

29.2 Internal Auditor:

M/s. PKF Sridhar and Santhanam, LLP have carried out Internal Audit of the Company for FY 2024-25. The

Board of Directors at their Meeting held on January 23, 2025, have re-appointed them as Internal Auditors of the Company for FY 2025-26.

29.3 Cost Auditor

The provisions of section 148 of the Act, are not applicable to the Company for the period under review. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

29.4 Secretarial Auditor and Secretarial Audit

Report

Pursuant to the amended provisions of Regulation

24A of the Listing Regulations and Section 204 of the

Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration 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, effective from April 1, 2025 till March 31, 2030. The Board has recommended its appointment for approval of the Members at the ensuing 71^st AGM.

A brief profile and other relevant details of M/s. Parikh

& Associates, Practicing Company Secretaries, are provided in the Notice convening the 71^st AGM.

M/s. Parikh & Associates have consented to act as the Secretarial Auditor of the Company and confirmed that their appointment, if approved, would be within the limits prescribed under the provisions of the Act and the Listing Regulations. It has further confirmed that it is not disqualified to be appointed as the Secretarial

Auditor under the applicable provisions of the Act, rules made thereunder, and Listing Regulations.

The Secretarial Audit Report issued by M/s. Parikh

& Associates, Secretarial Auditor of the Company for FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Report of the Secretarial Auditor is appended as ‘Annexure V.

30. Compliance with the Secretarial Standards:

Section 118 of the Act mandates compliance with the Secretarial Standards on Board Meetings and General

Meetings as issued by The Institute of Company Secretaries of India. During the year under review, the Company has complied with all the applicable Secretarial Standards.

31. REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any instances of frauds committed in the

Company by its

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 year ? Nil ii. Number of complaints disposed off during the

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 the Company.

34. NOMINATION AND REMUNERATION POLICY

The details of the Companys 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 information containing details of employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in

‘Annexure VI forming part of annual report.

36. CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION orEmployeestotheAudit

In terms of Regulation 17(8) of the Listing Regulations, the Company has obtained Compliance 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 duringthe

There have been no material changes and commitments, affecting the

Company, which have N.A. 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 theAct, dedicated1961, were effortsnot appliable made by to employees for their contribution to the achievements of the Company.

On behalf of Board of Directors

Ness N. Wadia

Chairman Mumbai, July 29, 2025 (DIN: 00036049)