**A Wadia Group Entity** Naperol Investments Limited (formerly known as **National Peroxide Limited**) is a **Wadia Group** company that has recently undergone a fundamental structural transformation. Following a **Composite Scheme of Arrangement** effective **September 11, 2023** (retroactive to the appointed date of **April 01, 2022**), the company pivoted from a legacy chemical manufacturing model to a specialized vehicle focused on **Strategic Investments**, **Asset Leasing**, and **Chemical Trading**. --- ### Corporate Restructuring & Strategic Pivot The company executed a court-approved demerger to segregate business lines with distinct risk-return profiles, aiming to unlock shareholder value and optimize the capital structure. * **The Demerger:** The legacy chemical manufacturing undertaking was transferred to a separate entity, **NPL Chemicals Limited** (subsequently renamed **National Peroxide Limited**). * **The Merger:** The erstwhile **Naperol Investments Limited** (a subsidiary) was amalgamated into the parent entity. * **Shareholder Impact:** Shareholders were allotted **1 (One)** fully paid-up equity share of **INR 10/-** in the resulting company for every **1 (One)** share held in the demerged company. * **Name Change:** To reflect its new core competency, the parent entity was renamed **Naperol Investments Limited**. * **Management Transition:** Following the transfer of previous Key Managerial Personnel (KMPs) to the chemical entity, **Mr. Chirag Kothari** was appointed as Manager for a **5-year term** effective **October 20, 2023**. --- ### Core Business Segments & Revenue Drivers The company’s operations are now categorized into two primary reportable segments as identified by the **Chief Operating Decision-Maker (CODM)**: #### 1. Investment & Leasing * **Strategic Holdings:** The company functions as an **Unregistered Core Investment Company (CIC)**. As of **March 31, 2025**, it holds **98.43%** of its net assets in equity shares of group companies. * **Asset Monetization:** The company owns significant investment property, specifically factory land at **Kalyan, Maharashtra**. This land is leased back to the demerged chemical entity, generating steady rental income. * **Income Streams:** Primary drivers include **Dividend Income** from group holdings and **Lease Rent**. #### 2. Chemical Trading * **Launch:** Commenced in **FY 2024-25** to leverage the company’s historical expertise in the chemical sector. * **Scope:** Focuses on the import, export, and domestic distribution of **basic and specialty chemicals**. * **Target Markets:** Pharmaceuticals, textiles, automotive, and agriculture. * **Strategic Intent:** This segment is designed to enlarge the operational footprint and tap into India’s chemical market, which is projected to reach **USD 400-450 billion by 2030**. --- ### Financial Performance & Solvency Profile The transition from manufacturing to an investment/trading model has significantly altered the company’s financial scale and balance sheet composition. **Comparative Financial Summary:** | Metric | FY 2024-25 | FY 2023-24 | FY 2022-23 (Revised) | | :--- | :--- | :--- | :--- | | **Gross Sales & Other Income** | **₹ 20.14 crore** | **₹ 1.92 crore** | **₹ 1.89 crore** | | **Profit After Tax (PAT)** | **₹ 10.55 crore** | **₹ (36.55) lakhs** | **₹ 375.25 crore*** | | **Dividend Declared** | **-** | **-** | **10%** | *\*Note: FY 2022-23 PAT includes a one-time exceptional gain of **₹373.37 crore** arising from the transfer of net assets on amalgamation (accounted as an asset acquisition under **Ind AS 103**).* **Capital Structure & Liquidity (as of March 31, 2024):** * **Debt Profile:** The company is effectively **debt-free**. Outstanding loans of **₹94.07 crore** were transferred to the resulting chemical company during the demerger. * **Net Debt to Equity:** Improved from **17.42%** in 2022 to **(0.09%)** in 2024, representing a **net cash position**. * **Equity Base:** Paid-up equity capital stands at **₹5.747 crore** (**57,47,000** shares at **₹10** par value). * **Investment Valuation:** Strategic equity instruments are designated at **FVOCI** (Fair Value through Other Comprehensive Income), with value fluctuations captured in equity reserves. --- ### Future Growth & Diversification Strategy In **March 2024** and **May 2024**, the company amended its **Main Object Clause** and **Memorandum of Association (MOA)** to permit entry into high-growth infrastructure and logistics sectors: * **Infrastructure Development:** Authorization to construct **roads, bridges, tunnels, and townships**. * **Logistics & Warehousing:** Expansion into the development of warehouses and city infrastructure. * **Manufacturing Innovation:** Potential entry into **prefabricated and precast** housing materials. * **Geographic Expansion:** While currently focused on **4 States & UTs** within India, the company has the mandate for international trade (imports/exports). --- ### Risk Management & Governance Framework Naperol Investments operates under a formal **Enterprise Risk Management (ERM)** framework with a focus on capital preservation and regulatory compliance. * **Regulatory Status:** Operates as an **Unregistered CIC**; it does not access **public funds** and ensures financial assets/income exceed **50%** of total assets/income. * **Board Composition:** Maintains a **Non-Executive Chairman** (Promoter) and ensures **50%** of the Board consists of **Independent Directors**. * **Credit & Liquidity Risk:** Exposure is deemed **minimal**. Lease income is derived from a promoter group entity (**National Peroxide Limited**) and is often received in advance. * **Market Risk:** Foreign exchange exposure is managed via **forward covers** (100% hedging policy for forex expenses). * **Cybersecurity:** **Zero (Nil)** instances of data breaches reported as of August 2025. **Legal & Contingent Liabilities:** | Issue | Description | Status | | :--- | :--- | :--- | | **SEBI SAST** | Alleged violations of Substantial Acquisition of Shares and Takeovers. | **Settled** (Jan 2025); amount paid. | | **Income Tax** | Demand of **₹10.79 crore** (AY 2018-19) regarding fund embezzlement. | Favourable CIT(A) order; pending at **ITAT Mumbai**. | | **Provident Fund** | Potential liability following SC judgment on PF determination. | Impact prior to **March 2019** is currently undeterminable. | --- ### Operational Footprint * **Registered Office:** Ballard Estate, **Mumbai**. * **Listing:** Listed on **BSE Limited**. * **Auditors:** **M/s. PKF Sridhar and Santhanam LLP**. * **Compliance:** No penalties or strictures were imposed by SEBI or Stock Exchanges regarding capital market non-compliance in the last three years (excluding the specific SAST settlement).