Nalwa Sons Investments Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 55 th Directors Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the financial year ended 31 st March, 2026.

1. FINANCIAL RESULTS:

The Financial performance for the Financial Year ended 31 st March, 2026 is summarized below:

(Rs. in Lakhs)

PARTICULARS	Standalone		Consolidated
	Year Ended 31.03.2026	Year Ended 31.03.2025	Year Ended 31.03.2026	Year Ended 31.03.2025
Revenue from Operations	6745.80	8,919.18	10,114.83	12,522.41
Other Income	2.40	8.25	2.40	8.54
Total Income	6,748.20	8,927.43	10,117.23	12,530.95
Total Expenses	537.64	3,679.30	2,595.17	6,142.50
Profit before Tax	6,209.10	5,248.13	7,615.75	6,500.35
Tax	1,574.42	1,552.86	1,946.84	1,901.54
Profit for the year after Tax	4,634.68	3,695.27	5,668.91	4,598.81
Total Comprehensive Income	(1,58,171.45)	4,14,717.41	(1,50,452.73)	4,07,129.70

2. COMPANYS PERFORMANCE:

On a standalone basis, the total Income of your Company stood at Rs. 6748.20 lakh during the financial year ended 31 st March, 2026 as compared to Rs. 8,927.43 lakh during the previous year. Profit before Tax stood at Rs. 6,209.10 Lakh as compared to Rs. 5,248.13 lakh during previous year. Profit after tax stood at Rs. 4,634.68 lakh as compared to Rs. 3,695.27 lakh during the previous year.

On a consolidated basis, the total Income of your company stood at Rs. 10,117.23 lakh during the financial year ended 31 st March, 2026 as compared to Rs. 12,530.95 lakh during the previous year. Profit after tax stood at Rs. 5,668.91 lakh as compared to Rs. 4,598.81 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. It is classified as an NBFC - Middle layer (not accepting / holding public deposits and having an asset size of more than Rs.1000 crore) in accordance with the Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based

Regulation) Directions, 2025[RBI Directions] having total assets of Rs. 16709.6 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 Listing Regulations), equity shareholders of the Company may expect dividend if the Company is having surplus funds and after taking into consideration the relevant internal andexternal 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: https://www.nalwasons.com/pdf/NSIL-Dividend-Distribution-Policy.pdf

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. 926.94 lakh being 20% of the profit after tax (PAT) was transferred to Statutory Reserve of the Company pursuant to section 45-1C of the Reserve Bank of India Act, 1934. Further the closing balance of the retained earnings of the company for the financial year 2025-26, after all appropriation and adjustments was Rs. 38,701.26 lakh.

6. DEPOSITS:

During the financial year under review, your Company has not invited or accepted any deposits from the public, pursuant to the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits as on the date of this report.

7. SHARE CAPITAL:

During the year under review, there were no changes to the Companys share capital. The Authorised Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh only) Equity shares of Rs. 10 (Rupees Ten only) each. The paid up equity share capital as on March 31, 2026 is Rs. 5,13,61,630 (Rupees Five Crore Thirteen Lakh Sixty One Thousand Six Hundred and Thirty only) comprising 51,36,163 (Fifty One Lakh 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. HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on March 31, 2026 the Company has 3 direct subsidiaries namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa Trading Limited (iii) Brahmaputra Capital & Financial Services Ltd and 1 associate Company namely Jindal Equipment Leasing and Consultancy Services Ltd. Your Company does not have any Holding Company. Also, there is no Joint Venture of the Company.

Jindal Steel & Alloys Limited(JSAL): Jindal Steel & Alloys Limited (JSAL) is a subsidiary of the Company, in which the Company holds 99.99% of the equity share capital.

Jindal Steel & Alloys Limited is principally engaged in the manufacturing, processing, trading and distribution of steel, metal and alloy products, including ferrous and non-ferrous metals, castings, forgings, pipes, tubes and allied industrial products. The Company is also involved in the development and operation of industrial, infrastructure and energy projects, and undertakes activities relating to mining, automobiles, electric vehicles, batteries, real estate development, commodity trading and strategic investments.

During the year under review, JSAL reported total income of Rs. 2902.50 lakh as against Rs. 3039.10 lakh in FY 2024-25 and Net profit of Rs. 905.29 lakh as against a Net Profit of Rs. 1,326.94 lakh in FY 2024-25.

Nalwa Trading Limited(NTL): Nalwa Trading Limited (NTL) is a subsidiary of the Company, in which the Company holds 86.95% of the equity share capital. NTL is currently engaged in the business of trading in steel(metal) products.

During FY 2025-26, the RBI approved NTLs application for voluntary surrender of its Certificate of Registration (CoR) and cancelled its NBFC registration with effect from March 19, 2026. Accordingly, NTL ceased to be an NBFC from the said date and is no longer subject to the regulatory framework applicable to NBFCs under the Reserve Bank of India Act, 1934.

During the year under review, NTL reported total income of Rs. 466.27 lakh as against Rs. 563.57 lakh in FY 2024-25 and Net profit of Rs. 1,678.09 lakh as against a Net loss of Rs. 547.87 lakh in FY 2024-25.

Brahmaputra Capital & Financial Services Ltd(Brahmaputra): Brahmaputra Capital & Financial Services Limited

(Brahmaputra) is a subsidiary of the Company, in which the Company holds 50.10% of the equity share capital.

Brahmaputra is a registered NBFC engaged in the business of making investments.

During the year under review, Brahmaputra reported total income of Rs. 0.25 lakh as against Rs. 0.86 lakh in FY 2024-25 and a Net loss of Rs. 2.42 lakh as against a Net loss of Rs.2.37 lakh in FY 2024-25.

Jindal Equipment Leasing and Consultancy Services Ltd.(JELCO): Jindal Equipment Leasing and Consultancy Services

Ltd.(JELCO) is an associate of the Company, in which the Company holds 25.52% in JELCO, comprising 19.90% held directly and 5.62% held indirectly through Nalwa Trading Limited. JELCO is a registered NBFC engaged in the business of making investments.

During the year under review, JELCO reported total income of Rs. 537.36 lakh as against Rs. 599.19 lakh in FY 2024-25 and a Net profit of Rs. 372.87 lakh as against a Net profit of Rs. 438.48 lakh in FY 2024-25.

In accordance with Section 129(3) of the Companies Act, 2013 (the Act), the Consolidated Financial Statements of the Company have been prepared and forms part of the Annual Report. Further, the report on the performance and financial position of subsidiaries and associate company including salient features of their financial statements in the prescribed Form AOC-1 is annexed along with the financial statements.

In terms of the provisions of Section 136 of the Act, the standalone, 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. Your Company has framed a policy for determining Material Subsidiary in terms of Regulation 16(1)(c) of SEBI Listing Regulations, which is available at the website of the Company at the link: https://www.nalwasons.com/pdf/Policy-for-determining-material-subsidiaries-13.02.2025.pdf

As on March 31, 2026, Jindal Steel & Alloys Limited was a material subsidiary of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Changes in Board of Directors:

The Board of Directors through resolutions passed by circulation on December 9, 2025, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Kanwaljit Singh Thind (DIN: 06969654) and Mrs. Shruti Shrivastava(DIN: 08697973) as an Independent Directors of the Company for a second term of five consecutive years with effect from January 21, 2026.

The shareholders of the Company, by way of special resolution passed through postal ballot on January 9, 2026, approved the re-appointment of Mr. Kanwaljit Singh Thind and Mrs. Shruti Shrivastava as an Independent Director with majority.

B. Retirement by Rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Ajay Goyal, 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 Listing Regulations and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, for re-appointment of Mr. Ajay Goyal as Director liable to retire by rotation is mentioned in the Notice convening the ensuing AGM, which forms part of the Annual Report.

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 Listing Regulations 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 Listing Regulations. 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 maintained by the Indian Institute of Corporate Affairs as per provisions of the Companies Act, 2013.

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://www.nalwasons.com/pdf/DETAILS-OF-FAMILIARIZATION-PROGRAMMES-IMPARTED-TO-INDEPENDENT-DIRECTORS-NSIL_.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.

10. BOARD EVALUATION:

The Board carried out an annual evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

11. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met four times during the financial year ended on March 31, 2026. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

The provisions of Schedule IV (Code for Independent Directors) to the Act, Regulation 25 of the SEBI Listing Regulations, and Secretarial Standards-1 issued by the Institute of Company Secretaries of India, prescribes that at least one meeting of Independent Directors of the Company shall be conducted without the presence of Non- independent Directors and the Management. As a good corporate governance practice, during the financial year, two meetings of the Independent Directors of the Company were held on May 28, 2025 and February 13, 2026 without the presence of Non-Independent Directors and representatives of the management. All the Independent Directors were present at the meeting.The Independent Directors inter-alia, reviewed the performance of Non- Independent Directors, Chairman and the Board of Directors as a whole, taking into account the views of the Executive and Non- Executive Directors. The Independent Directors also evaluated the quality, content and timeliness of flow of information between the Companys management and the Board that is necessary for the

Board to effectively and reasonably perform its duties.

12. GENERAL MEETING / POSTAL BALLOT:

During the financial year ended March 31, 2026, apart from an Annual General Meeting of the Company held on September 29, 2025, your Company had sought approval of the shareholders through the following Postal Ballot:

Postal Ballot notice dated December 9, 2025, for seeking approval of the shareholders for (i) re-appointment of Mr. Kanwaljit Singh Thind as an Independent Director of the company w.e.f. January 21, 2026 (ii) re-appointment of Mrs. Shruti Shrivastava as an Independent Director of the company w.e.f. January 21, 2026

The aforesaid matters were duly approved by the members of the Company and the result of postal ballot was declared on January 10, 2026.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee (NRC) of Board of Directors considers the best remuneration practice in the industry while fixing the appropriate remuneration package and for administering the long-term incentive plans. Further, the compensation and packages of the Directors, Key Managerial Personnel, Senior Management and other employees are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Act, can be viewed on the website of the Company at the following link: https://www.nalwasons.com/pdf/NSIL-Remuneration-Policy.pdf

14. 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

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, 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 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 as at 31 st March, 2026 and of the profit and loss of the Company for the year ended on that date; c) the directors had 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 had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. AUDITORS:

a) Statutory Auditors and Auditors Report:

M/s. N.C. Aggarwal & Co., Chartered Accountants (Firm Registration No. 003273N) were appointed as Statutory Auditors of the Company by the shareholders at the 53 rd Annual General Meeting of the Company held on 30 th September, 2024 for the period of 3 years starting from conclusion of 53 rd AGM till the conclusion of 56 th 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. The Auditors Report doesnt contain any qualification, reservation, adverse remark.

During the year under review, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143 (12) of the Act.

b) Secretarial Auditor and Auditors Report:

The Board of Directors at their meeting held on 28 th May, 2025, upon the recommendation of Audit Committee, had appointed M/s. Rajesh Garg & Co., Practicing Company Secretary, as the Secretarial Auditor of the Company for conducting Secretarial Audit of the Company for a first term period of five consecutive years commencing from financial year 2025-26, which was subsequently approved by the shareholders by way of an ordinary resolution passed at the AGM held on September 29, 2025.

In terms of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report for the financial year ended 31 st March, 2026 is annexed herewith as Annexure-A1 to this Report. Secretarial Audit report(s) of Indian unlisted material subsidiary i.e. Jindal Steel & Alloys Limited is also attached as Annexure-A2 to this report. The Secretarial Audit Reports did not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report for the year ended 31 st March, 2026 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company, was issued by M/s. Rajesh Garg & Co., Practicing Company Secretaries. The same has been filed with the exchanges and made available on the website of the Company at www.nalwasons.com.

c) Cost Records and Cost Auditors:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

17. 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 2025-26 were accepted by the Board.

18. 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. In terms of the provisions of the Section 135 of the Act, the Company has a Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company with the below mentioned composition as on 31 st March 2026:

Name of Director	Category	Status
Mr. Jagdeep Bhargava	Independent Director	Chairman
Mr. Mahender Kumar Goel	Whole Time Director (WTD), Non-Independent	Member
Mr. Ajay Goyal	Non Independent Director	Member

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 CSR Committee, in pursuance to its CSR policy, had formulated and recommended to the Board, an annual action plan along with the CSR projects for the financial year 2025-26 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 herewith as at Annexure B to this Annual Report.

The CSR Projects for the financial year 2025-26 approved by the Board of Directors of the Company are available on the website of the Company at the following link: www.nalwasons.com.

The details of meeting(s) held during the financial year under review and attendance of committee members are mentioned in the Corporate Governance Report forming of the Annual Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of loans, guarantees or investments by your 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.

20. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions that were entered and executed during the financial year were in the ordinary course of business and on an arms length basis. As per provisions of Companies Act, 2013 read with rules made thereunder and SEBI Listing Regulations, 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.

During the financial year 2025-26, the Company did not enter into any material related party transactions falling within the scope of Section 188(1) of the Act. Accordingly, the disclosure required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and therefore, does not form part of this Annual Report.

Your Directors draw attention of the members to Notes to the financial statement which inter-alia sets out related party disclosures.The Policy dealing with Related Party Transactions, inter-alia covering the materiality, as approved by the Board may be accessed on your Companys website at the link: https://www.nalwasons.com/pdf/Related-Party-Policy-13.02.2026.pdf

The details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

21. 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.

22. 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 2025-26, there was no such significant and material order passed by the regulators/courts/ tribunals impacting the going concern status and Companys operations in future.

23. PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUT GO:

Being an NBFC Company and not involved in any industrial or manufacturing activities, the Companys activities involve very low energy consumption and has no particulars to report, regarding conservation of energy and technology absorption under section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014. However, efforts are made to further enhance energy conservation.

During the year under review, the Company did not have any foreign exchange expenditures and foreign exchange earnings.

24. RISK MANAGEMENT:

The Company has in place a Risk Management Committee of its Board of Directors. 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 its members, are provided in the Corporate Governance Report forming part of this Annual Report.

The Committee has framed a Risk Management Policy which, inter alia, lays down the framework and mechanism for identification, measurement, assessment of risk, risk categorization, mitigation factors and reporting of risks across the organization. The Committee periodically reviews the risk management framework and mitigation measures to ensure their effectiveness in addressing key risks.

25. 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 .

26. 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, Dalal Street,
Bandra-Kurla Complex, Bandra (E), Mumbai 400	Mumbai
051	400 001

The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2025-26.

27. 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. It is classified as an NBFC - Middle layer (not accepting / holding public deposits and having an asset size of more than Rs.1000 crore) in accordance with the RBI Directions, having total assets of Rs. 16709.6 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.

28. INTERNAL FINANCIAL CONTROLS:

The internal controls of the Company are commensurate with the business requirements, its scale of operation and applicable statutes to ensure orderly and efficient conduct of business. These controls have been designed to ensure assurance regarding maintaining proper accounting controls, substantiation of financial statement, safeguarding of resources, prevention and detection of frauds and errors, ensuring operating effectiveness, reliability of financial reporting, compliance with applicable regulations and relevant matters covered under section 134 (5) (e) of the Companies Act, 2013.

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 company 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 Company is committed to adhere to the highest standards of compliance with respect to regulatory matters as well as its internal norms and guidelines. The Company also ensures that employees are regularly trained and sensitised on internal control protocols to maintain high standards of compliance and accountability.

During the year under review, no material or serious observations has been observed for inefficiency or inadequacy of such controls.

29. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company is dedicated to establishing and maintaining a workplace that is free from all forms of discrimination and harassment, including sexual harassment, for all employees in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company had no pending complaints of sexual harassment at the beginning of the year and has not received any complaints during the Financial Year. Accordingly, there are no complaints pending at the end of the Financial Year 2025-2026.

30. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, 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

31. 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 Regulations, is uploaded on the website of the Company and can be accessed through the following link: https://www.nalwasons.com/pdf/DETAILS-OF-FAMILIARIZATION-PROGRAMMES-IMPARTED-TO-INDEPENDENT-DIRECTORS-NSIL_.pdf

In terms of the Provisions of Regulations 25(7) of the SEBI Listing Regulations, the 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

32. 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, 2026.

33. 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 Listing Regulations forms part of the Annual Report.

34. 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

36. 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.

37. E-VOTING PLATFORM:

In compliance with provisions of Section 108 of the Companies Act, 2013 and MCA General Circular dated 19 th September, 2024 read with circulars dated 25 th September, 2023, 28 th December, 2022, 5 th May, 2022, 14 th December, 2021, 13 th January, 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 3 rd October, 2024, 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 MUFG Intime India Private

Limited(formerly known as Linkintime 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.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR):

Keeping up the commitment to sustainability, your Company has prepared the Business Responsibility &

Sustainability Report (BRSR). The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR of the Company is enclosed as Annexure-D to this Annual Report.

39. MATERNITY BENEFIT:

Your Company is committed to fostering a safe, inclusive and supportive workplace for its women employees. Your Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Your Company remains dedicated to promoting employee well-being and maintaining a work environment that respects and safeguards the rights of women employees in accordance with applicable laws.

40. DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretarys 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.

41. 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) No proceedings are initiated / pending against the Company under 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. g) No Debentures were issued.

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 factors 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. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, lenders, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

For and on behalf of the Board of Directors

	Sd/-	Sd/-
Place: Hisar	Mahender Kumar Goel	Ajay Goyal
Date: May 28, 2026	Whole Time Director	Director
	DIN: 00041866	DIN: 10448282