N R Agarwal Industries Ltd Directors Report

Your Directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2025.

Financial Results

(H in lakhs)

Particulars	Year ended	Year ended
	March 31, 2025	March 31, 2024
Revenue from Operations and Other Income	1,69,042.83	1,30,075.14
Finance Costs	6,091.19	1,054.19
Other Expenses	1,54,798.66	1,11,516.46
Profit after Finance Costs and Other Expenses but before Depreciation and	8,152.98	17,504.49
Taxation
Depreciation	6,557.36	3,741.27
Profit before Tax	1,595.62	13,763.22
Provisions for Taxation	(701.59)	2,232.07
Deferred Tax	532.11	(1,015.14)
Net Profit for the year	1,765.10	12,546.29
Other Comprehensive Income (Net of Tax)	4.86	(80.42)
Total Comprehensive Income	1,769.96	12,465.87

State of Companys Affairs

The Company reported a revenue of H1659.03 cr for the financial H1293.38 cr in the previous year, reflecting a growth of 28.27%, primarily driven by production from the new Duplex Board Plant.

However, an increase in the cost of production, along with a reduction in the selling prices of both paper and paperboard, led to a decline in EBITDA, from H185.59 cr to H142.44 cr. Additionally, Net Profit After Tax decreased significantly from H125.46 cr to H17.65 cr, primarily due to higher interest expenses on project-related loans.

The total production during the year was 384880 MT, compared to 248694 MT in the previous year, despite the stoppage of production at Unit-4 from June 28, 2024. As a result, production from Unit-4 declined to 12027 MT, from 47778 MT in the previous year. On the other hand, production from the new Duplex Board Plant increased significantly to 149885 MT, as against 93 MT in the previous year.

Project

The Company commissioned a 240000 TPA Duplex Board Plant on March 14, 2024. The plant has since been fully year, as against stabilized, and the quality of the board has been well received in the market. Additionally, the Company has undertaken a balancing program aimed at increasing the capacity of the Pulp Mill and upgrading converting sections, with a planned investment of H150 cr. This project is expected to be completed by September 2025.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) the Board of Directors of the Company (the

‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy). The Policy is available on our website at https://nrail.com/company_policies.html

Dividend

Your Directors are pleased to recommend a dividend of H2/- per share (i.e. 20%) on equity shares of the Company of 10/- each for the year ended March 31, 2025. If the dividend, as recommended above, is declared by the members at the ensuing Annual General Meeting (‘AGM), the total outflow towards dividend on Equity Shares for the year would be H3.40 Crores.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

Change in Nature of Business

There is no change in the nature of business of the Company during the financial year ended March 31, 2025.

Material Changes and Commitments affecting financial position of the Company occurred between March 31, 2025 and date of this report or the Companys growth.

There are no material changes and commitments which affected the March 31, 2025 and date of this report.

Number of Meetings of the Board of Directors

There were four meetings of the Companys Board of Directors during the financial year 2024-25. The time between the meetings of Board was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations except between the Board Meetings held on January 22, 2024 and May 27, 2024, where it exceeded the time gap. The stock exchanges levied fine of H10,000/- on the Company in this regard and the Company has paid the fine so levied.

Credit Rating

The current credit rating of the Company has been re-

A) and short-term rating of [ICRA] A1 (pronounced ICRA A one) with increase in rated amount from H775.00 cr to H955.64 cr.

Directors and Key Managerial Personnel

Shri R N Agarwal (DIN: 00176440) was re-appointed as Managing Director of the Company for a further period of

3 (three) years with effect from August 01, 2024 to July 31, 2027 which was approved by the members at the Annual General Meeting held on August 22, 2024.

Shri P Kumar (DIN: 00179074) and Shri C R Radhakrishnan (DIN: 01309312) ceased as Independent Directors of the Company from close of business hours of September 20, 2024 and the Board places on record its appreciation for their contribution towards the growth of the Company during their tenure.

Shri S N Chaturvedi (DIN: 00553459) ceased as Independent Director of the Company from close of business hours of October 21, 2024 and the Board places on record its appreciation for his contribution towards the growth of the Company during his tenure.

Shri Sanjay Sinha (DIN: 08253225) and Shri Neeraj Golas (DIN: 06566069) were appointed as an Independent Directors of the Company for a period of 5 years with effect from August 22, 2024 on the approval of members in the previous Annual General Meeting. In the opinion of the Board, Shri Sanjay Sinha and Shri Neeraj Golas possess necessary integrity, expertise and experience (including the proficiency) which will be beneficial Smt. Sunita Nair (DIN: 08701609) was re-appointed as an Independent Director of the Company for a further period of 5 years with effect from April 01, 2025 on the approval of members in the previous Annual General Meeting. In the opinion of the Board, Smt. Sunita Nair possesses necessary integrity, expertise and experience (including the proficiency) which will be beneficial for the Companys growth. Shri Raunak Agarwal, (DIN: 02173330) Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment in terms of the provisions of Section 152 of the Companies Act, 2013.

The Board of Directors of the Company has proposed the re-appointment of Smt. Reena Agarwal (DIN: 00178743) as Executive Director of the Company for a further period of 3 years with effect from August 01, 2025 at the ensuing Annual General Meeting. The necessary Special Resolution for reappointment of Smt. Reena Agarwal as Executive Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about her.

The Board of Directors of the Company has proposed reappointment of Shri Raunak Agarwal (DIN: 02173330) as Executive Director of the Company for a further period of 3 years with effect from August 01, 2025 at the ensuing Annual General Meeting. The necessary Special Resolution for reappointment of Shri Raunak Agarwal as Executive Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

The Board of Directors of the Company has proposed reappointment of Shri Rohan Agarwal (DIN: 08583011) as Executive Director of the Company for a further period of 3 years with effect from November 04, 2025 at the ensuing Annual General Meeting. The necessary Special Resolution for re-appointment of Shri Rohan Agarwal as Executive Director of the Company has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

There has been no other change with respect to the Directors and Key Managerial Personnel during the financial year 2024-25.

Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. There have been no instances of non-acceptance of any recommendation of the Audit Committee. The Committee members met four times during the year under review. Details of the meetings are given in the Corporate Governance Report including the Committees composition.

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. The policy is available on the Companys website. A copy of this policy prescribes adequate safeguards against the victimization of employees who avail the mechanism and also provide direct access to the Audit Committee Chairman. It is affirmed that no Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Companys website at https://nrail.com/company_policies.html

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competency requirements of the Board, based on the industry and the Companys individual strategy. The Board‘s Composition Analysis reflects strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board, on a periodic basis, inter-alia on a Directors appointment or re-appointment, which is envisaged every time. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the requisite competencies and meeting potential candidates prior to making nomination recommendations to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining

Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides the requisite qualifications & experience criteria for determining positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an ‘Independent Director if he/ she meets with the criteria for ‘Independent Director as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encourages thought, experience, knowledge, perspective, age and gender diversity. It is also ensured that the Board has an appropriate blend of functional and industrial expertise. While recommending Director Appointments, the Nomination and Remuneration Committee considers the manner in which the individual function and domain expertise will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal relations and communication skills besides soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Companys policy on Directors appointment and remuneration besides the criteria for determining the attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 and SEBI Regulations.

Pursuant to Section 178(4) of the Companies Act, 2013 and SEBI Regulations, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy is attached as Annexure 1 and is also available on Companys website http://www.nrail.com/ company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and Committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc.

A separate exercise was carried out to evaluate individual Directors performance including that of the Chairman & Managing Director and also the Whole time Directors, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc.

A separate meeting of Independent Directors to review the performance of Non-Independent Directors, Committees, Board, and the Chairman was held on February 11, 2025. The Board of Directors expresses its satisfaction with the evaluation process.

Directors Responsibility Statement

The Directors hereby confirm

(i) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures; (ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2025 and of the the Company for the year; (iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in positive accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they had prepared the annual accounts on a going concern basis; (v) they had laid down internal financial controls to be followed by the Company and such controls are adequate and operating efficiently; (vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by the Statutory Auditors of the Company under the provisions of Companies Act, 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/

Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://nrail.com/compliance_ reports.html

Auditors and Auditors Report a. Statutory Auditors

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No. 103429W) have been appointed as the Statutory Auditors of the Company for a second term of five years at the Annual General Meeting ("AGM") of the Company held on September 29, 2022, to hold office till the conclusion of the 34^th AGM of the Company to be held in the year 2027. M/s. GMJ & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors Report for the financial year ended March 31, 2025 does not contain any or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors. b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries for the financial year 2024-25, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2. The Secretarial Audit Report for the March 31, 2025 does not contain any reservation or adverse remark. The comments made by the Secretarial Auditors in their report is self explanatory.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Board at its meeting held on May 28, 2025, and based on the recommendation of the Audit Committee, has approved the appointment of Parikh & Associates, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the members at the ensuing AGM. c. Cost Auditors and Maintenance of Cost Records

M/s V. J. Talati & Co., Cost Accountants, had been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31, 2025 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and, as required, Cost Audit Report for the financial year 2023-24 was duly filed with Ministry of Corporate Affairs, Government of India on August 21, 2024.

The Cost Audit of the Company for the financial year ended March 31, 2025 shall be conducted by the said firm and the report shall be filed with the Ministry of Corporate Affairs within the prescribed timelines.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

Significant and the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

Particulars of Loans, Guarantees, Securities or Investments

Particulars of loans, guarantees given and investments made or securities provided during the year under review in accordance with Section 186 of the Act are stated in the Notes to Accounts which forms part of this Annual Report.

Related Party Transactions

‘Particulars of transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure 5. There are no materially significant made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Board of Directors have approved a policy on related party transactions which is placed on the Companys website at the web link: https://nrail.com/company_policies.html

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in

Material Schedule VII to the Companies Act, 2013 and duly approved Orders passed by by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

In accordance with the applicable laws, the Company has constituted a CSR Committee of the Board and formulated a CSR Policy. The focus areas of CSR Policy are education, preventive health care, sanitation, environment and engagement. During the financial year 2024-25, the Company has spent a total amount of H1.62 cr towards CSR initiatives. The CSR Report, forming part of this Report, is furnished in

Annexure 6.

Corporate Governance & Management Discussion

& Analysis

The Corporate Governance Report and Managements Discussion & Analysis Report and the Auditors Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report. related party transactions

Listing Fees

The Company has paid the listing fees to BSE and NSE for the financial years 2024-25 and 2025-26

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the web link https:// www.nrail.com/company_policies.html.

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employee well-being and capability building to enable them to perform at their best for the Company. The Company develops leaders at global platforms at regular intervals as a part of its commitment to engage and retain talent. The Company offers robust leadership development efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance. The Company is significantly increasing investment in its employees with training and development. NRAIL invests in training and knowledge at all levels in order to align employees with requirements on safety, customer support, market needs, operational excellence, technology upgradation, process improvements, innovation and behavioral competencies.

Disclosure under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2024-25. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

Whole Time Director & Chief Financial Officer Certification

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained compliance certificate from Offi Whole time Director and Chief Financial

Insolvency and Bankruptcy

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks financial or institutions along with the reasons thereof.

During the financial year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

Acknowledgements

Your Directors place on record their deep appreciation of the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Companys Management

Annexure 1

Remuneration Policy

Policy on Remuneration of Directors, Key Managerial Personnel and Senior Management

1.01 Guiding Principles:

(i) The terms of employment and remuneration of the Managing Director (MD), Whole time Director (WTD), Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) shall be competitive in order to ensure that the Company can attract and retain competent talent.

(ii) The remuneration policy shall ensure that: (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMPs and SMPs of the quality required to run the Company successfully.

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks. (c) remuneration to Directors, KMPs and SMPs involves a balance between fixed and variable pay reflecting short and long term performance objectives and goals set by the Company.

(d) remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

(iii) While determining the remuneration and incentives for the MD/ WTD and KMPs, the following shall be considered: (a) pay and employment conditions with peers / elsewhere in the competitive market (b) benchmarking with the industry practices (c) performance of the individual (d) company performance (iv) For benchmarking with industry practice, criteria of size, complexity, data transparency and geographical area shall also be given due consideration. er

(v) The pay structures shall be appropriately aligned across levels in the Company.

1.02 Remuneration Policy:

(1) SMPs & KMPs (other than MD/WTD):

(i) Remuneration packages shall be designed in such manner that: (a) motivates delivery of key business strategies, creates a strong performance-orientated environment and rewards achievement of the Companys objectives & goals over the short and long-terms.

(b) attracts high-flyer executives in a competitive global market and remunerates executives fairly and responsibly.

(ii) Remuneration shall be competitive and shall include salary comprising of both fixed and variable components, performance incentives and other benefits such as retiral benefits, health care insurance and hospitalization benefits, telephone reimbursement etc.

(iii) Remuneration shall be evaluated annually and annual increase shall be decided considering the performance of the individual and that of the Company. Industry practices/ trends shall also be given due consideration.

(iv) Remuneration can be reset at any time considering the benchmark of international and domestic companies, which are similar in size and complexity to the Company. Benchmark information shall be obtained from internationally recognized compensation service consultancies. (v) The remuneration to be paid to the KMPs viz. Chief Executive Officer (CEO), Chief Financial (CFO), Company Secretary (CS) or SMPs, shall be recommended by the Nomination and Remuneration Committee (NRC) considering relevant qualification and experience of individual as well as the prevailing market condition.

(vi) The NRC may consider granting Stock Options to KMPs & SMPs pursuant to any Stock Option Plan adopted by the Company, if any.

(2) MD/WTD:

(i) Remuneration to the MD and WTD shall be proposed by the NRC and subsequently approved by the Board of Directors and the shareholders of the Company, whenever required.

(ii) Remuneration shall be evaluated annually against performance and benchmarks of international and domestic companies, which are similar in size and complexity. Benchmark information shall be obtained from internationally recognized compensation service consultancies. (iii) Total remuneration for the MD and WTD shall comprise of the following: (a) Salary (both fixed & variable) (b) Perquisites like house rent allowance, domiciliary medical expenses, club memberships, etc.

(c) Retirals made in accordance with applicable laws and policies of the Company. (d) In addition, they shall also be entitled to a Performance Bonus linked to their individual performance and also the performance of the Company.

(e) It shall be ensured that the total remuneration payable to MD and WTDs shall be within the permissible limits of Section 197 read with Schedule V of the Companies Act, 2013.

(3) Non-Executive Directors (NEDs): i) NEDs shall be entitled to such sitting fees as may be decided by the Board of Directors from time to time for attending the meetings of the Board and of the Committees thereof. ii) NEDs shall also be entitled for payment of commission, if any, as upto the limits permitted in Section 197 of the Companies Act, 2013 and approved by the shareholders from time to time. iii) Independent Directors shall not be eligible for Stock Options, pursuant to any Stock Option Plan adopted by the Company. iv) The NEDs shall be eligible for remuneration for professional services rendered, if in the opinion of the NRC, the NED possesses the tionqualifica requisite for rendering such professional services.

1.03 Applicability:

i) This Remuneration Policy shall apply to all existing and future employment agreements with the Directors, KMPs & SMPs. ii) In all respects, the Remuneration Policy shall be subject to overall guidance of the Board of Directors. Any departure from the policy shall be approved by the Board.

1.04 Disclosures:

The Company shall disclose in the Boards Report and the Financial Statements such particulars as are prescribed under the Companies Act, 2013 and rules made thereunder.

1.05 Dissemination:

The Companys Remuneration Policy is published on its website at https://www.nrail.com/company_policies.html

Annexure 2

Form No. MR-3

Secretarial Audit Report

for the financial year ended March 31, 2025

(Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

N R AGARWAL INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by N R Agarwal Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company, the information to the extent provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, tions given to us and the clarifica the explanations and representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2025 according to the applicable provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments from time to time; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments from time to time; (Not applicable to the Company during the audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and amendments from time to time; (Not applicable to the Company during the audit period) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and amendments from time to time (Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and amendments from time to time; (Not applicable to the Company during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company, namely:

1. Factories Act, 1948

2. Water (Prevention and Control of pollution) Act, 1974

3. Environment (Protection) Act, 1986

4. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

5. Indian Boiler Act, 1923 and Regulation, 1950

6. The Air (Prevention and Control of Pollution) Act, 1981 & the Rules made thereunder.

We have also examined compliance with the applicable clauses of the following which have been generally complied: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE

Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period, the Company had no event which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

We report that: i) The Company has paid the fine of H11,800/- each (including GST) to BSE Limited and National Stock Exchange of India Limited ("NSE") in respect of non-compliance of Regulation 17(2) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. ii) The Company has received warning letter from NSE for non-compliance with the provisions of Regulation 18(2) (a) of LODR, in respect of the gap between the meetings of Audit Committee exceeded 120 days.

Annexure - A

To,

The Members,

N R AGARWAL INDUSTRIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Annexure 3

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy

All the manufacturing facilities continued their efforts to reduce the specific and total energy consumption which are tracked on daily basis at individual factory level and also at consolidated level. Energy audits are conducted at all the manufacturing units at regular intervals and findings of the audit are implemented. Measures taken are summarized as below: Optimization of process and installing VFD to reduce power consumption; Installed ventury based steam trap system in process steam line; Mill wide replacement of conventional lights with LED lights for power saving; Replacing old motors with energy efficient Replacing old pumps with energy efficient pumps and vacuum pumps.

Process optimization and automation:

Efforts have been put consistently to optimize the use of energy consumption in production processes and operation of utilities as per details below: Modification in suction press shower system increase machine roll life; Optimization of steam and condensate recovery system to increase the condensate recovery and thus reduce steam consumption per ton of paper; Installation of high pressure showers to reduce the water consumption; Optimization of RO Plant to reduce the operation cost as well as to reduce the fresh water consumption;

Installation of dewatering screw in fine screen rejects of DIP and same fibers are used in Board Unit. ii) Steps taken by the Company for utilizing alternate sources of energy:

Installation of Plastic Waste boiler having Capacity 34 TPH along with 7.6 MW turbine which is directly saving the coal from our existing AFBC boilers; Company is installed Sludge Drying System from drying Paper waste sludge through boiler Flue gas and dried sludge is having calorific value kg which is used in boiler for saving coal. iii) Capital investment on energy conservation equipments:

Installation of high pressure showers to reduce the fresh water consumption; Installation of Bailing press for removing moisture from plastic waste resulting in increased consumption in boiler and enhanced production of steam; Installation of Energy Efficient Turbine as existing Triveni make 5 MW turbine is replaced with Energy efficient turbine having capacity of 6.36 MW with Same Steam.

B. Technology Absorption:

(i) The efforts made towards technology absorption

- Nil (ii) Benefits cost reduction, product development or import substitution - Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported: The Company has not imported any technology during the last three financial years.

Year of import: Not Applicable

Whether the technology has been fully absorbed:

Not Applicable

If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable

(iv) Expenditure incurred on Research and

Development: Nil

C. Foreign exchange earnings and outgo:

Particulars	2024-25	2023-24
Foreign exchange earnings	28,001.11	14,251.72
Foreign exchange outgo	46,558.79	46,240.73

Annexure 4

[Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

A. The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i)	The ratio of remuneration of each	Shri R N Agarwal		99.14:1
	Director to the median remuneration	Chairman & Managing Director
	of the employees of the Company for	Shri Raunak Agarwal		20.52:1
	the financial year;	Executive Director
		Smt. Reena Agarwal		20.52:1
		Executive Director
		Shri Rohan Agarwal		20.52:1
		Executive Director & CEO
		Shri Praveen Kumar Mundra		29.51:1
		Executive Director & CFO
(ii)	The percentage increase/(decrease)	Shri R N Agarwal		(16.86)%	H ( 384.28 Lakhs in 2024-25
	in remuneration of each Director,	Chairman & Managing Director			as against H462.22 Lakhs
	Chief Financial Officer, Company				paid in 2023-24)
	Secretary or Manager, if any, in the	Shri Raunak Agarwal		(20.71)%	( H 79.54 Lakhs in 2024-25
	financial year Executive Director				as against H100.30 Lakhs
					in 2023-24)
		Smt. Reena Agarwal		(20.71)%	H ( 79.54 Lakhs in 2024-25
		Executive Director			as against H100.30 Lakhs
					in 2023-24)
		Shri Rohan Agarwal		(9.22)%	H ( 79.54 Lakhs in 2024-25
		Executive Director & CEO			as against H87.61 Lakhs in
					2023-24)
		Shri Praveen Kumar Mundra		95.83%	( H 114.39 Lakhs in 2024-25
		Executive Director & CFO			as against H77.02 Lakhs in
					2023-24)
		Ms. Pooja Daftary		5.67%	H ( 22.91 Lakhs in 2024-25
		Company Secretary			as against H21.68 Lakhs in
					2023-24)
(iii)	The percentage increase in the median remuneration of employees in the financial				16.72%
	year;
(iv)	The number of permanent employees on the rolls of Company;				1432
(v)	Average percentile increase already made in the salaries of employees		The average increase in salary/wages of
	other than the managerial personnel in the last financial year and		the employees was 12.80% (other than
	its comparison with the percentile increase in the managerial		Managerial Personnel) as against an
	remuneration and justification thereof and point out if there are		decrease of (8.85%) in the remuneration to
	any exceptional circumstances for increase in the managerial		managerial personnel.
	remuneration;
			Retention of talented technical and
			managerial personnel as per Remuneration
			Policy of the Company.
(vi)	Affirmation that the remuneration is as per the remuneration policy ofYes, the remuneration has been paid as per
	the Company		the remuneration policy of the Company.

Annexure 5

Form No. AOC-2

[Pursuant to Section 134(3)(h) of the Companies Act, 2013 (Act) and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at Arms Length basis:

Sl.	Particulars
No.
a)	Name(s) of the related party & nature		Ms. Natasha Agarwal				Ms. Anuvaa Agarwal
	of relationship
			a)	Wife of Shri Raunak Agarwal,			a)	Wife of Shri Rohan Agarwal,
				Executive Director and Promoter				Executive Director, CEO	and
				of the Company				Promoter of the Company
			b)	Daughter-in-law of Shri	R N		b)	Daughter-in-law of Shri R N
				Agarwal, Chairman & Managing				Agarwal, Chairman & Managing
				Director and Promoter	and			Director and Promoter	and
				Smt. Reena Agarwal, Executive				Smt. Reena Agarwal, Executive
				Director and Promoter of the				Director and Promoter of the
				Company				Company
b)	Nature of contracts/ arrangements/		Appointment of a relative of Director				Appointment of a relative of
	transaction		to office or place of profit under Director to office or place of profit
			Section 188 (1)(f) of the Act.				under Section 188 (1)(f) of the Act.
			Designation: Manager - Product				Designation: Manager - Human
			Development				Resource
c)	Duration of the contracts/		Full-time employee of the Company				Full-time employee of the Company
	arrangements/ transaction
d)	Salient terms of the contracts		Remuneration of H2,00,000/- per				Remuneration of H2,00,000/- per
	or arrangements or transaction		month.				month.
	including the value, if any
Sl.	Particulars
No.
e)	Justification for entering into such	Ms. Natasha Agarwal has completed				Ms. Anuvaa Agarwal has completed
	contracts or arrangements or	her Bachelors in Fine Arts from				her Bachelors in Psychology,
	transactions	SAIC (School of the Art Institute of				International Relations and Law
		Chicago). She has a work experience				(Bsc) from Brandeis University in
		of over 8 years in the field of interior				Boston, Massachusetts, USA. She
		designing and styling. Her expertise				has previously worked with the
		and experience would add value to				Brookings Institution in Washington
		the business of the Company				DC in their foreign policy and human
						rights department and up until
						recently in a private education
						consultancy firm in
						mentoring students in their higher
						academic pursuits from middle
						school to further education. In
						view of her personnel development
						skills, she has been appointed as
						Manager-Human Resource.
f)	Date of approval by the Board	28.07.2017 and 22.01.2024				25.05.2021
g)	Amount paid as advances, if any	Nil				Nil
h)	Date on which the special resolution	Not Applicable				Not Applicable
	was passed in general meeting
	as required under first proviso to
	Section 188

2. Details of material contracts or arrangements or transactions at arms length basis: Nil

Annexure 6

Annual Report on Corporate Social Responsibility Activities

[Pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. Brief outline on CSR Policy of the Company

The Company intends to make a positive difference to the society and contribute its share towards the betterment of the area in which the Company operates. It recognizes that its business activities have wide impact on the areas in which it operates and therefore, an effective policy is required with due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. The Company endeavors to make CSR a key business process for sustainable development. The Companys CSR initiatives focus on promoting education, preventive health care, sanitation, environmental sustainability and measures for benefit of villagers in rural areas of Vapi and Sarigam. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy as approved by the Board of Directors has been uploaded on the Companys website. The web link is: https://nrail.com/company_policies.html

2. Composition of CSR Committee:

Sl.	Name of Director	Designation / Nature of	Number of meetings of CSR	Number of meetings of
No.		Directorship	Committee held during the	CSR Committee attended
			year	during the year
1.	Shri R K Bakshi*	Chairman-Independent	2	2
		Director
2.	Shri K L Chandak**	Member- Independent	2	1
		Director
3.	Smt. Reena Agarwal	Member-Executive Non	2	2
		Independent Director
4.	Shri P Kumar***	Chairman-Independent	2	1
		Director

*Shri R K Bakshi was designated as Chairman of the Corporate Social Responsibility Committee of the Company with effect from August 23, 2024. **Shri K L Chandak was appointed as Member of Corporate Social Responsibility Committee of the Company with effect from August 23, 2024. ***Shri P Kumar ceased as Chairman of Corporate Social Responsibility Committee of the Company from close of business hours of August 23, 2024.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

CSR Committee - https://www.nrail.com/committees.html CSR Policy - http://nrail.com/company_policies.html CSR Projects - https://www.nrail.com/compliance_reports.html

4. Provide the executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report) - Not Applicable

5. (a) Average net profit of the Company as per Section 135(5) - H1,31,32,91,874/-(b) Two percent of average net profit of the Company as per Section 135(5) - H 2,62,65,837/-

(c) Surplus arising out of the CSR projects or programme or activities of the previous financial years

Not Applicable

(d) Amount required to be set off for the financial year, if any - H1,04,24,042/-(e) Total CSR obligation for the financial year [(b)-(c+d)] -H1,58,41,795/-

6. (a) Details of CSR amount spent against other than ongoing projects for the financial year: H1,62,00,000/-(b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the financial year [(a)+(b)+(c)]: H 1,62,00,000/-(e) CSR amount spentorunspentforthefinancial year:

Total amount			Amount Unspent (in H)
spent for the	Total amount transferred to		Amount transferred to any fund specified
financial year	Unspent CSR Account as per		under Schedule VII as per second proviso
(in H)	Section 135(6)			to Section 135(5)
	Amount	Date of transfer	Name of the	Amount	Date of transfer
			Fund
H1,62,00,000/-	NIL	-	-	NIL	-

(f) Excess amount for setoff, if any:

Sl.	Particular	Amount (in H)
No.
(i)	Two percent of average net profit of the company as per Section 135(5)	H2,62,65,837/-
(ii)	Excess amount from previous financial years required to be set off for the financial	H1,04,24,042/-
	year
(iii)	Total CSR obligation for the financial year [(i)-(ii)]	H1,58,41,795/-
(iv)	Total amountspentforthefinancial year	H1,62,00,000/-
(v)	Excess amount spent for the financial year [(iv)-(iii)]	H3,58,205/-
(vi)	Surplus arising out of the CSR projects or programmes or activities of the previous	-
	financial years, if any
(vii)	Amount available for set off in succeeding financial H3,58,205/-

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

SI	Preceding	Amount transferred to	Amount spent	Amount transferred to any fund			Amount
No.	financial	Unspent CSR Account	in the reporting	specified under Schedule VII as per			remaining to
	year	under Section 135 (6)	financial year	Section 135(6), if any			be spent in
		(in H)	(in H)	Name of the	Amount (in	Date of	succeeding
				Fund	Rs)	transfer	financial years
							(in H)
			Not Applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year:No

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the financial year:

Sl.	Short particulars of the	Pin code of	Date of	Amount of	Details of entity/ Authority/beneficiary of
No.	property or asset(s)	the property	creation	CSR amount	the registered owner
	[including complete	or asset(s)		spent
	address and location of
	the property]
(1)	(2)	(3)	(4)	(5)		(6)
					CSR	Name	Registered
					Registration		address
					Number, if
					applicable
			Not Applicable

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5) - Not Applicable