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,
2026, 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, 2026, 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 Board of Director's report
but does not include the accompanying 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 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 (including other comprehensive income),
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 Board of Directors 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 Act, we are also responsible for
expressing our opinion on whether the Company has
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.
Materiality is the magnitude of misstatements in the Ind-
AS financial statements that, individually or in aggregate,
make it probable that the economic decisions of the users
of the Ind-AS financial statements may be influenced. We
consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the Ind-AS financial statements.
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.
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.
44 NAPEROL INVESTMENTS LIMITED
e) On the basis of the written representations
received from the Directors of the Company as on
March 31, 2026, taken on record by the Board of
Directors, none of the Directors of the Company
are disqualified as on March 31, 2026, from being
appointed as a Director in terms of Section 164
(2) of the Act.
f) With respect to the adequacy of the internal
financial controls with reference to the financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”.
g) 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,
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.
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, 2026.
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,
as disclosed in the financial statements,
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, as disclosed in the financial
statements, 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
c) Based on our audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to their notice
that has caused us to believe that
the representations made by the
Management under sub-clause (i)
and (ii) of Rule 11 (e) as provided
under a) and b) above contain any
material misstatement.
v) As per the information and explanation
furnished to us by the Management and
based on the records of the Company, the
interim dividend proposed and paid during
the year is in accordance with Section 123 of
the Act, as applicable.
The Board of Directors of the Company have
proposed a final dividend for the current year,
which is subject to approval of the members
at the ensuing Annual General Meeting. The
proposed dividend is in accordance with
Section 123 of the Act.
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. 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.
vii) 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
THRITY Z. PATEL
PARTNER
Membership No.: 117151
UDIN: 26117151ICSYXT3730
Place: Mumbai
Date: April 30, 2026
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