Naperol Investments Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Naperol Investments Ltd's record carries one critical event and a cluster of major concerns. The critical item is a retroactive restatement of FY2023 financials through a promoter-driven NCLT scheme that booked a ₹373.37 crore amalgamation gain, which alone matched the year's entire profit before tax. Beyond that, the record shows weak cash conversion against rising dividends, repeated loan covenant breaches, settled SEBI proceedings, a revenue model now concentrated in a single promoter-group tenant, and a board structure where promoter entities hold 70.76% voting power.

Key findings

  1. A retroactive NCLT scheme restated FY2023 results and booked a ₹373.37 crore gain Critical - The FY2022-23 standalone financials were originally approved on May 23, 2023, then revised and re-approved on October 20, 2023 to give effect to a Composite Scheme of Arrangement, superseding the earlier audit report. The scheme, approved by NCLT Mumbai on May 4, 2023 and effective September 11, 2023, carried an Appointed Date of April 1, 2022, making the accounting retroactive by about 17 months. The amalgamation gain of ₹373.37 crore was booked as exceptional income against profit before tax of ₹376.09 crore for that year.
  2. Ten-year operating cash flow covers only 36% of EBITDA, yet dividends have risen sharply Major - Cumulative CFO of ₹502 crore against cumulative EBITDA of ₹1,395 crore over ten years yields a 0.36x ratio. The Board proposed a final dividend of ₹16.48 per share for FY2025-26, on top of an interim dividend of ₹3.00 per share declared February 25, 2026. Borrowing costs capitalised to CWIP jumped to ₹10.87 crore in FY2019-20 from ₹43.93 lakhs the prior year, during a plant expansion from 95 KTPA to 150 KTPA that required a four-month shutdown.
  3. ECB loan covenants were breached for three straight years, with other obligations off the balance sheet Major - The company failed the ECB covenant requiring EBIT to total debt service of at least 1.25 in FY2019-20, FY2020-21, and FY2021-22, leaving the bank contractually entitled to demand early repayment of up to US$15.75 million and US$10.50 million in the latter two years, though no demand had been made. The US$21 million facility, drawn March 6, 2019, was classified entirely as current maturities due to a put option exercisable from March 2021. The pension plan was unfunded as of March 31, 2021, and a take-or-pay gas agreement with GAIL ran till December 31, 2025.
  4. Two SEBI settlements in five years, while related entities face pending show-cause notices Major - SEBI settled proceedings against the company in April 2020 for ₹21.67 lakh over delayed disclosure of a director's suspended sentence, and again on January 10, 2025 for ₹18.71 lakh over alleged takeover-code violations. Separate show-cause notices dated June 11, 2021 and August 30, 2021 were issued to BDMCL, its promoters, and directors, including a Naperol director, alleging a fraudulent scheme of arrangement; no order had been passed as of FY2021-22.
  5. Revenue has shifted from a diversified base to a single promoter-group tenant Major - In FY2021-22, the auditor flagged revenue recognition as a Key Audit Matter, and no customer accounted for 10% or more of revenue. By FY2023-24, the company disclosed it "has only one customer with major source of revenue", lease income from National Peroxide Limited, a promoter-group entity, where credit risk was deemed minimal because rent is received in advance. The same single-customer, rent-in-advance model continued through FY2025-26.
  6. A 15-year land lease to a promoter-group company dominates revenue, approved with zero promoter votes Major - Pursuant to the 2023 scheme, the company leases factory land at Kalyan to National Peroxide Limited for 15 years at ₹1 crore per annum with 8% escalation every three years. The lease represented 52.87% of the listed entity's annual consolidated turnover. Shareholders approved the transaction on July 2, 2024 with 95.03% votes in favour, while promoter entities holding 40,66,659 shares cast zero votes.
  7. A promoter-controlled board repeatedly ratifies its own pay and appointments Major - Promoter and promoter group entities held 70.76% of shares as of the latest year. The FY2019-20 secretarial audit and the independent auditor both flagged managerial remuneration of ₹65.92 lakh as exceeding Section 197 limits, subject to shareholder approval. Shareholders ratified that excess at the August 26, 2020 AGM with 99.96% votes in favour. The FY2025-26 AGM notice seeks approval for commission to Non-Executive Directors and appointment of a new Manager, both with minimum-remuneration clauses payable in years of no or inadequate profits.
  8. The 2023 scheme eliminated all subsidiaries, leaving a standalone unregistered Core Investment Company Major - As of March 31, 2026, the company has no subsidiaries, associates, or joint ventures. The FY2024-25 CARO report classifies it as an Unregistered Core Investment Company holding 98.43% of net assets in group-company equity. Its gratuity plan is administered 100% by a trust of promoter-group company National Peroxide Ltd. The FY2025-26 CARO report states the group has three unregistered CICs, and the auditor did not evaluate the accuracy of that information.

What to watch

Bottom line: This is a record defined by one critical restatement and a series of connected governance and cash-flow concerns. The ₹373.37 crore amalgamation gain is the single most important number to understand, it is the profit. The broader pattern is a company distributing cash it has not generated, lending to and leasing from its own promoters, and relying on a board where promoter votes are decisive. Watch the AGM outcomes and the pending regulatory matters.