Nalwa Sons Investments Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 53^rd Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Financial performance for the Financial year ended 31^st March, 2024 is summarized below: (Rs. in Lakhs^

PARTICULARS	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	6,575.11	11,207.12	8,839.96	13,350.36
Other Income	-	-	10.79	6.21
Total Income	6,575.11	11,207.12	8,850.75	13,356.57
Total Expenses	241.06	295.49	1,407.30	921.38
Profit before Exceptional items & Tax	6,334.05	10,911.63	7,443.45	12,435.19
Exceptional Item	-	-	-	-
Income Tax earlier years	-	-	(0.08)	-
Current Tax	1,194.69	2,521.72	1,429.69	2,747.37
Deferred Tax Liability/(Assets)	495.45	295.27	494.72	428.72
Profit for the year after Tax	4,643.91	8,094.64	5,628.51	9,258.26
Total Comprehensive Income	4,39,803.15	104.45	462,352.50	5,874.99

2. COMPANYS PERFORMANCE

On a standalone basis, the Income of the Company by way of dividend, interest and other income stood at Rs. 6,575.11 lakh during the financial year ended 31^st March, 2024 as compared to Rs. 11,207.12 lakh during the previous year. Profit before exceptional items & Tax at Rs. 6,334.05 Lakh as compared to Rs. 10,911.63 lakh during previous year. Profit after tax stood at Rs. 4,643.91 lakh as compared to Rs. 8,094.64 lakh during the previous year.

On a consolidated basis, the total Income stood at Rs. 8,850.75 lakh during the financial year ended 31^st March, 2024 as compared to Rs. 13,356.57 lakh during the previous year. Profit after tax stood at Rs. 5,628.51 lakh as compared to Rs. 9,258.26 lakh during the previous year.

3. FUTURE PROSPECTS

Your Company is registered as a Non Banking Financial Company (NBFC) with Reserve Bank of India under the provisions of Section 45 IA of the Reserve Bank of India Act, 1934.

Pursuant to Scale Based Regulation: A Revised Regulatory Framework for NBFCs, issued by RBI, the Company is presently classified as an NBFC - Middle layer not accepting / holding public deposits and having an asset size of more than Rs.1000 crores) having total assets of Rs. 14,110.91 Crore

Your Company holds significant investments in Equity Shares of O.P. Jindal Group of Companies, therefore the business prospects of the Company largely depends on the business prospects of O.P. Jindal Group of Companies and the steel industry. The Indian steel industry has entered into a new development stage, riding high on the resurgent economy and rising demand for steel.

Your Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders value. Considering the forecasted growth in the economy as a whole and the steel industry in particular, the Company expects to enhance its entrenched value for the benefit of the shareholders at large.

4. DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Dividend Distribution Policy of the Company and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Your directors do not recommended any dividend for the financial year under review. The Dividend Distribution Policy is available on Companys website at the following link: www.nalwasons.com.

There is no unclaimed and unpaid dividend remaining due with the Company. Hence, the Company has not transferred any amount to Investor Education and Protection Fund of Government of India during the financial year under review.

5. TRANSFER TO RESERVES

An amount of Rs. 928.78 lakh was transferred to Statutory Reserve Fund during the financial year under review.

6. DEPOSITS

Your Company has not accepted/received any deposits under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement of providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity shares of Rs. 10 (Rupees Ten only) each. The paid up equity share capital as on March 31, 2024 is Rs. 5,13,61,630 (Rupees Five Crore Thirteen Lakhs Sixty One Thousand Six Hundred and Thirty only) comprising 51,36,163 (Fifty One Lakhs Thirty Six Thousand One Hundred and Sixty Three only) equity shares.

There was no buy back of equity shares, public issue of securities, rights issue, bonus issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2023-24, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards(Ind-AS) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Holding Company. The Company has 3 direct subsidiaries as on March 31, 2024, namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa Trading Limited and (iii) Brahmaputra Capital & Financial Services Ltd. Jindal Equipment Leasing and Consultancy Services Ltd. is an associate of the Company. There is no Joint Venture of the Company. Jindal Steel & Alloys Limited is material subsidiary of your Company.

In terms of the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements of the Company, along with other relevant documents and separate audited accounts of the subsidiaries, are available on the website of the Company, at the link: www.nalwasons.com.

The members, if they desire, may write to the Secretarial Department of the Company at 28, Najafgarh Road, Moti Nagar Industrial Area, New Delhi-110 015 to obtain the copy of the financial statements of the subsidiary companies. A statement containing the salient features of the financial statement of the subsidiaries and associate company in the prescribed Form AOC - 1 is attached along with financial statements. The statement also provides the details of performance and financial position of each of the subsidiary company. Your Company has framed a policy for determining "Material Subsidiary" in terms of Regulation 16(1)(c) of SEBI LODR, which is available at the website of the Company at the link:

http://nalwasons.com/pdf/Policy for determining material subsidiaries NSIL001.pdf

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors saw the following changes:

A. Induction of new Board Member:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had appointed:

i. Mr. Rakesh Khandelwal (DIN: 00718906) as an Additional Non- Executive Director and recommend his appointment as Non-Executive Director w.e.f. 30^th November, 2023. On 23^rd February 2024, the members of the Company, through ordinary resolution passed by way of postal ballot approved the appointment of Mr. Rakesh Khandelwal as an Non-Executive Director.

ii. Mr. Ajay Goyal (DIN:10448282) as an Additional (Non- Executive, Non Independent) Director and recommend his appointment as (Non-Executive, Non Independent) Director w.e.f. 28^th May, 2024 subject to approval of members of the Company.

iii. Mr. Jagdeep Bhargava (DIN: 00011980) as an Additional (Non-Executive, Independent) Director and recommend his appointment for a first term of five years as (Non-Executive) Independent Director w.e.f. 28^th May, 2024 subject to approval of members of the Company.

B. Re-appointment/Change in designation:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had appointed:

i. Mr. Mahender Kumar Goel (DIN: 00041866) was appointed as the Whole Time Director and Key Managerial Personnel of the Company for a period of three years w.e.f. 30th November, 2023. On 23^rd February 2024, the members of the Company, through ordinary resolution passed by way of postal ballot approved the appointment of Mr. Mahender Kumar Goel as Whole Time Director and Key Managerial Personnel of the Company. Earlier, Mr. Goel was Non-Executive (Non Independent) Director of the Company since 30^th May, 2019.

C. Directors retiring by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mahender Kumar Goel, Whole Time Director is liable to retire by rotation as Director at the ensuing AGM and being eligible, offers himself for re- appointment.

Brief resume and other details as stipulated under Regulation 36(3) of SEBI LODR and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, for re-appointment of Mr. Mahender Kumar Goel as Director liable to retire by rotation is mentioned in the Notice convening the ensuing AGM, which forms part of the Annual Report.

D. Cessation

Mr. Rakesh Kumar Garg, Executive Director & C.E.O. of the Company resigned from the Board of Directors of the Company with effect from the close of business hours of August 31, 2023. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure.

DECLARATION OF INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company had given the declaration under Section 149(7) of the Act and Regulation 25(8) of SEBI LODR that they meet the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16 of SEBI LODR. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board Members and Senior

Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other authority. The Company has received a declaration from the Independent Directors that their name is included in the data bank.

Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may be accessed on your Companys website at the link:

https://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TQ%

20INDEPENDENT%20DIRECTORS%20NSIL.pdf

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

An annual performance evaluation of all Directors, the Committees of Directors and the Board as a whole for the year under review was carried out. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded. The Directors expressed their satisfaction with the evaluation process.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met six times during the financial year ended on 31^st March, 2024. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

In term of requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 29^th May, 2023.

The Independent Directors at the meeting reviewed the following:

a) Performance of Non-Independent Directors and the Board as a whole and

b) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

13. GENERAL MEETING / POSTAL BALLOT:

During the financial year ended 31st March 2024, apart from an Annual General Meeting of the Company held on 29th September 2023, your Company had sought approval of the shareholders through the following Postal Ballot:

Postal Ballot notice dated 22nd January, 2024, for seeking approval of the shareholders for (i) Appointment of Mr. Mahender Kumar Goel as Whole Time Director of the company for a period of three years w.e.f. 30th November, 2023 (ii) Appointment of Mr. Rakesh Khandelwal as Non Executive Director of the company w.e.f. 30th November, 2023.

The aforesaid matters were duly approved by the members of the Company and the result of postal ballot was declared on 23^rd February 2024.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, can be viewed on the website of the Company, at the link: www.nalwasons.com.

15. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. EXTRACT OF ANNUAL RETURN

In terms of Sections 92(3) and 134(3) of the Act, annual return is available on the Companys website at the link: www.nalwasons.com

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to directors responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 as at 31^st March, 2024 and of the profit and loss of the Company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. AUDITORS

a) Statutory Auditor:

M/s. B S D & Co., Chartered Accountants, (Firm Registration No. 000312S) were appointed as Statutory Auditors of the Company by the shareholders at the 50^th Annual General Meeting of the Company held on 30^th September, 2021 for the period of 3 years starting from conclusion of 50^th AGM till the conclusion of ensuing AGM of the Company, to be held in the year 2024, in line with guidelines for appointment of Statutory Central Auditors /Statutory Auditors of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) issued by the Reserve Bank of India dated April 27, 2021.

As tenure of current statutory auditor viz M/s. B S D & Co., will expiry at this 53rd AGM, the Board of Directors subject to requisite approval is in process to appoint suitable firm as statutory auditors of the Company until the conclusion of the 56th AGM of the Company, to be held in the year 2027, in line with guidelines for appointment of Statutory Central Auditors /Statutory Auditors of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) issued by the Reserve Bank of India dated April 27, 2021.

The Notes to financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Secretarial Auditor:

The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s. Rajesh Garg & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2023-24. In terms of Regulation 24A of the SEBI LODR, the Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure-Al to this report. Also Secretarial Audit report(s) of Indian unlisted material subsidiary is also attached as Annexure A2 to this report.

The Secretarial Audit Report of the Company and material subsidiary does contains any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report for the year ended 31st March, 2024 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by M/s. Rajesh Garg & Co., Practicing Company Secretaries and filed with the Stock Exchanges on May 30, 2024. The same is available on the website of the Company at www.nalwasons.com.

The Board of Directors at their meeting held on 28th May 2024, upon the recommendation of Audit Committee, has reappointed M M/s. Rajesh Garg & Co., Practicing Company Secretary, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the financial year 2024-25.

19. AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report. All the recommendations made by the Audit Committee during the financial year 2023-24 were accepted by the Board.

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has planned intervention in various filed including promoting education & vocational training, integrated health care, livelihood & women empowerment, rural infrastructure development, environment sustainability and the like on voluntarily basis. Your Company carries out the social development through Jindal Stainless Foundation.

The details pertaining to Composition of the CSR Committee along with the details of meeting(s) held during the financial year under review and attendance of committee members are mentioned in the Corporate Governance Report which forms part of the Annual Report.

Your Company has in place a CSR policy indicating the areas of Companys CSR activities. The CSR Policy can be accessed on your Companys website at the following link:: http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf

Further, the Corporate Social Responsibility (CSR) Committee, in pursuance to its CSR policy, had formulated and recommended to the Board, annual action plan along with the CSR projects for the financial year 2023-24 and the same is approved by the Board of Directors of the Company.

The Disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - B.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees or investments by the Company, to the extent applicable under Section 186 of the Act are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.

22. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such transactions. There are no

materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

Moreover, Policy on Related Party Transactions in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of the Companies Act, 2013 is uploaded at the web link: http://nalwasons.com/pdf/Related Party Transactions-file001.pdf

As per Listing Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

23. DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting financial position of your Company have occurred between the end of the financial year of the Company to which Financial Statements relate and the date of this Report.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year 2023-24, there was no such significant and material order passed by the regulators/ courts/ tribunals impacting the going concern status and Companys operations in future.

26. PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

Since the Company is not engaged in any manufacturing activity, particulars under section 134(4)(I) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption are not available.

There were no foreign exchange transactions during the year.

27. RISK MANAGEMENT

The Board of Directors had constituted the Risk Management Committee which has been entrusted inter alia with the following functions: (a) Framing of Risk Management Plan and Policy; (b) Overseeing implementation / Monitoring of Risk Management Plan and Policy; (c) Identifying emerging risks and reviewing risk mitigation strategies; and (d) Formulating a cyber security plan and overseeing its implementation. The Committee has framed a risk management policy and the same is approved by the Board of Directors of the Company.

Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy. The Board doesnt foresee any immediate risk which threatens the existence of the Company.

The details pertaining to Composition of the Risk Management Committee along with the details of meeting(s) held during the financial year under review and attendance of committee members are mentioned in the Corporate Governance Report which forms part of the Annual Report.

28. PARTICULARS OF EMPLOYEES

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 annexed as Annexure-C.

29. STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

National Stock Exchange of India Ltd., ("NSE")	BSE Ltd.("BSE")
Exchange Plaza, 5th Floor, Plot No. C/1, G-Block,	Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051	Dalal Street, Mumbai - 400 001

The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2023-24.

30. RESERVE BANK OF INDIA GUIDELINES

Your Company is registered as a Non Banking Financial Company (NBFC) with Reserve Bank of India under the provisions of Section 45 IA of the Reserve Bank of India Act, 1934.

Pursuant to Scale Based Regulation: A Revised Regulatory Framework for NBFCs, issued by RBI, the Company is presently classified as an NBFC - Middle layer not accepting / holding public deposits and having an asset size of more than Rs.1000 crores) having total assets of Rs. 14,110.91 Crore

Your Company has duly complied with all applicable rules, regulations and guidelines issued by Reserve Bank of India for NBFCs from time to time.

31. INTERNAL FINANCIAL CONTROLS

Your Company has an adequate system of internal control procedures which commensurate with the size and nature of business activity and with reference to the financial statements. The policies and procedures adopted by NSIL takes into account the design, implementation and maintenance of adequate internal financial controls, keeping in view the size and nature of the business. The internal financial controls ensure the efficient conduct of its business. The controls encompass safeguarding of assets, strict adherence to policies and prevention and detection of frauds and errors against any unauthorized use or disposition of assets and misappropriation of funds. These controls help to keep a check on the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee of the Board of Directors, periodically reviews the internal audit reports, covering findings, adequacy of internal controls, and ensure compliances. The Audit Committee also met the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal control and systems followed by the Company.statutory auditors provide their recommendations to the Committee members for improvements in control and compliance measures. This systematic approach ensures that Nalwa Sons Investments Limited maintains rigorous oversight and continuously enhances its internal control framework, promoting transparency, accountability, and adherence to best practices within the organisation. The Management acted upon the observations and suggestions of the Audit Committee.

The Statutory Auditors has also reviewed and reported on the adequacy of the Internal Financial Controls as per the provisions of the Companies Act, 2013 and the same is forming part of Financial Statements and Auditors Report.

32. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, , your Company has a Whistle Blower Policy for its directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Companys code of conduct or ethics policy and to ensure that whistleblower is protected.

The Whistle Blower Policy is posted on the website of your Company and can be accessed at the link: http://nalwasons.com/pdf/Whistle Blower Policy001.pdf

34. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS INCLUDING INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with Companys procedures and practices.

Periodic presentations are made at the Board and Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. The Company through its Key Managerial Personnel / Senior Managerial Personnel makes presentations periodically to familiarize the Independent Directors with the nature of the industry, business model, strategy, operations and functions of the Company and to apprise them about their roles, rights and responsibilities in the Company to enable them to make effective contribution and discharge their functions as a Board Member.The Independent Directors are given every opportunity to interact with the Key / Senior Management Personnel and are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part.

The familiarization programme for Independent Directors in terms of the provisions of Regulations 25 and 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company and can be accessed through the following link:

https://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TO

%20INDEPENDENT%20DIRECTORS%20NSIL.pdf

Your Company has also devised a Policy on Familiarization Programme for Independent Directors. The said Policy may be accessed on your Companys website at the link:

http://nalwasons.com/pdf/Policy on familiarisation programme for independent directors NSIL001.pdf

35. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Companys business during the financial year ended on 31^st March, 2024.

36. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI LODR forms part of the Annual Report.

37. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS- 2, issued by The Institute of Company Secretaries of India relating to Meetings of the Board of Directors and General Meetings, respectively and such other Secretarial Standards, as and when applicable, have been duly followed by the Company.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) forms part of this Annual Report.

39. HUMAN RESOURCES

The Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Companys and Groups vision and business goals.

40. E-VOTING PLATFORM

In compliance with provisions of Section 108 of the Companies Act, 2013 and MCA General Circular dated 25^th September, 2023 read with circulars dated 28^th December, 2022, 5^th May, 2022, 13^th January, 2021, 8^th

December, 2021, 28^th September, 2020, 15^th June, 2020, 5^th May, 2020, 8^th April, 2020 and 13^th April, 2020 (collectively referred to as "MCA Circulars") and circulars dated 7^th October, 2023, 5^th January, 2023, 13^th May, 2022, 15^th January, 2021 and 12^th May, 2020 issued by the Securities and Exchange Board of India ("SEBI Circular"), your Company is registered with Link Intime India Private Limited for providing E-Voting services to set up an electronic platform to facilitate shareholders to cast votes through remote e-voting and also through e-voting system at the ensuing Annual General Meeting scheduled to be held through Video Conferencing/ Other Audio Visual Means) on the business to be transacted at the said AGM.

Detailed procedure will be provided in the Notice convening the Annual General Meeting sent to the Shareholders.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)

Pursuant to amendment in the SEBI LODR Regulations and FAQs & General Observations/ Guidelines for filing of Business Responsibility and Sustainability Report ("BRSR") dated 10th May,2024, top 1,000 listed entities based on market capitalization are required to submit a BRSR with effect from financial year 2023-24.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards ESG endeavor, is annexed herewith as Annexure- D and has also been hosted on Companys website and can be accessed at www.nalwasons.com

The policies referred in the above said report can also be viewed on the Companys website: www.nalwasons.com.

42. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed in the statement. Important fac0020tors that could influence the Companys operations includes, changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

43. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, during the period under review:

a) There was no issue of equity shares with differential voting rights as to dividend, voting or otherwise.

b) There was no issue of shares (including sweat equity shares) to the employees of the Company under any Scheme.

c) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d) There was no instance of one time settlement with any bank or financial institution.

e) The Whole-time Director of the Company did not receive any remuneration or commission from any of the subsidiary companies.

f) No credit rating was required to be obtained.

44. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, banks and investors for their continuous support.

The Directors also thank the Government of India, Governments of various States in India and other concerned Government departments and agencies for their co-operation.

	For and on behalf of the Board of Directors
Place: New Delhi	Mahender Kumar Goel	Nrender Garg
Date: May 28, 2024	Whole Time Director	Director
	DIN:00041866	DIN: 08486246