We have audited the accompanying Ind-AS financial
statements of NAPEROL INVESTMENTS LIMITED
(formerly known as National Peroxide Limited) ("the
Company”), which comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in
Equity, the Statement of Cash Flows for the year then ended
and the Notes to the Ind-AS financial statements, including
a summary of material accounting policies and other
explanatory information (hereinafter referred to as "the Ind-
AS financial statements”).
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Ind-AS financial statements give the information required
by the Companies Act, 2013, (the Act) in the manner so
required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting
Standard) Rules, 2015, as amended, (Ind-AS) and with other
accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, the
profit, total comprehensive income, changes in equity and
its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Ind-AS financial statements
in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of the
Ind-AS Financial Statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are
relevant to our audit of the Ind-AS financial statements
under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Ind-AS financial statements of the current period. These
matters were addressed in the context of our audit of the
Ind-AS financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
We have determined that there are no key audit matters to
communicate in our report.
Information Other than the Ind-AS Financial
Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for
the other information. The other information comprises
the information included in the Annual Report, namely
Management Discussion & Analysis, and the Director's
Report, including annexure to the Director's report, but does
not include the Ind-AS financial statements and our auditor's
report thereon. The other information is expected to be
made available to us after the date of this auditor's report.
Our opinion on the Ind-AS financial statements does not
cover the other information, and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Ind-AS financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the Ind-AS financial statements, or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.
When we read the other information, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and review the steps taken by the Management to
communicate with those in receipt of the other information,
if previously issued, to inform them of the revision.
Responsibilities of Management and Those
Charged with Governance for the Ind-AS Financial
Statements
The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act,
2013 ("the Act”) with respect to the preparation of these Ind-
AS financial statements that give a true and fair view of the
financial position, financial performance, changes in equity
and the cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Accounting Standards specified under section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the Ind-AS financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the Ind-AS financial statements, the Board of
Directors is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless Management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing
the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Ind-
AS Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Ind-AS financial statements as a whole are free
from material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Ind-AS
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether
the company has adequate internal financial controls
with reference to financial statements in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management.
• Conclude on the appropriateness of Management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related
disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged
with governance, we determine those matters that were
of most significance in the audit of the Ind-AS financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory
Requirements
1) As required by the Companies (Auditor's Report) Order,
2020 ("the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the "Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
2) As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief, were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books, except for the matter stated in paragraph
[h(vi)] below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income),
the Statement of Cash Flow and the Statement of
Changes in Equity, dealt with by this Report, are in
agreement with the books of account.
d) In our opinion, the aforesaid Ind-AS financial
statements comply with the Ind-AS specified
under Section 133 of the Act, read with relevant
rules issued thereunder.
e) On the basis of the written representations
received from the Directors of the Company as on
March 31, 2025, taken on record by the Board of
Directors, none of the Directors of the Company
are disqualified as on March 31, 2025, from being
appointed as a Director in terms of Section 164
(2) of the Act.
f) The observation relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph (b) above on
reporting under Section 143(3)(b) and paragraph
[h(vi)] below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.
g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”.
h) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014
("the Rules”), in our opinion and to the best of our
information and according to the explanations
given to us:
i) The Company has disclosed the impact of
pending litigations on its financial position in
its Ind-AS financial statements - Refer Note
37 to the Ind-AS financial statements.
ii) The Company did not have any long-term
contracts, including derivative contracts, for
which there were any material foreseeable
losses as at March 31, 2025.
iii) There has been no delay in transferring
amounts required to be transferred to the
Investor Education and Protection Fund by
the Company.
iv) The Management has represented that:
a) to the best of it's knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or in
any other persons or entities, including
foreign entities ("Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the company ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
b) to the best of it's knowledge and belief,
no funds have been received by the
Company from any persons or entities,
including foreign entities ("Funding
Parties”), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
directly or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
Based on such audit procedures
performed by us that have been
considered reasonable and appropriate
in the circumstances, nothing has
come to our notice that has caused
us to believe that the representations
under sub-clause (i) and (ii) of Rule
11 (e) of the Rules as provided
under a) and b) above contain any
material misstatement.
v) As per information and explanation
represented by Management and based
on the records of the Company, the interim
dividend declared and paid by the Company
during the year is in accordance with section
123 of the Act, as applicable. The Board of
Directors of the Company have not proposed
any final dividend for the current year.
vi) Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software. Further, during the course of our
audit, we did not come across any instance
of the audit trail feature being tampered
with for software programs maintained by
the Company where the audit trail feature
was enabled. Additionally, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention,
except the audit trail in respect of master
data, which was preserved with effect from
January 18, 2024.
3) According to the information and explanations given to
us and based on our examination of the records of the
Company, the Company has paid/provided managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197
of the Act.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Registration. No.: 104607W / W100166
FARHAD M. BHESANIA
PARTNER
Membership No.: 127355
UDIN: 25127355BMLFWE9894
Place: Mumbai
Date: May 06, 2025
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