Your Directors take pleasure in presenting their 72^nd (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:

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 athttps://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 athttps://
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 re¬
appointment.

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 72^nd AGM of the Company.
The above proposal for re-appointment forms part of
the Notice of the 72^nd 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 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, from
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 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 71^st 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 Companyhttps://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