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:

*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 as
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 COMPANY'S 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
segment and Trading segment for the financial year
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
diversification into areas which would be profitable
for the Company as a part of the diversification plans,
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 Company's 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 Company's 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 Company's 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
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.

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 it's 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, had tendered his resignation and was relieved
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
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 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. t hey 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 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:

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, 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 2024-25.

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 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 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 filed during the financial
year - Nil

ii. Number of complaints disposed off during the
financial year - N.A.

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 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

In terms of Regulation 17(8) of the 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

Ness N. Wadia

Chairman

Mumbai, July 29, 2025 (DIN: 00036049)