Nalwa Sons Investments Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 54^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, 2025.

1. FINANCIAL RESULTS

The Financial performance for the Financial Year ended 31^st March, 2025 is summarized below:

(Rs. in Lakhs)

PARTICULARS	Standalone		Consolidated
	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	8,919.18	6,575.11	12,522.41	8,839.96
Other Income	8.25	-	8.54	10.79
Total Income	8,927.43	6,575.11	12,530.95	8,850.75
Total Expenses	3,679.30	241.06	6,142.50	1,407.30
Profit before Tax	5,248.13	6,334.05	6,388.45	7,443.45
Tax	1,552.86	1,690.14	1,901.54	1,924.33
Profit for the year after Tax	3,695.27	4,643.91	4,598.81	5,628.51
Total Comprehensive Income	4,14,717.41	4,39,803.15	4,07,129.70	4,62,352.50

2. COMPANYS PERFORMANCE

On a standalone basis, the total Income of your Company stood at Rs. 8,927.43 lakh during the financial year ended 31^st March, 2025 as compared to Rs. 6,575.11 lakh during the previous year. Profit before Tax stood at Rs. 5,248.13 Lakh as compared to Rs. 6,334.05 lakh during previous year. Profit after tax stood at Rs. 3,695.27 lakh as compared to Rs. 4,643.91 lakh during the previous year.

On a consolidated basis, the total Income of your company stood at Rs. 12,530.95 lakh during the financial year ended 31^st March, 2025 as compared to Rs. 8,850.75 lakh during the previous year. Profit after tax stood at Rs. 4,598.81 lakh as compared to Rs. 5,628.51 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. It is classified as an NBFC - Middle layer not accepting / holding public deposits and having an asset size of more than Rs.1000 crore) having total assets of Rs. 18,561.66 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 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 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 2024-25, after all appropriation and adjustments was Rs. 34,993.52 lakh.

6. DEPOSITS

Your Company has not accepted/received any deposits under report falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. 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 Lakh only) Equity shares of Rs. 10 (Rupees Ten only) each. The paid up equity share capital as on March 31, 2025 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, 2025 the Company has 3 direct subsidiaries namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa Trading Limited and (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.

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 subsidiary and associate companies including salient features of their financial statements in the prescribed Form AOC-1 is annexed along with the financial statements. The said form also provide the names of companies that have become subsidiary during the year under review.

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: http://nalwasons.com/pdf/Policy_for_determining_material_subsidiaries_NSIL001.pdf

As on March 31, 2025, Jindal Steel & Alloys Limited was also material subsidiary of the Company.

9. 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. 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. On 11^th July, 2024, the members of the Company, through ordinary resolution passed by way of postal ballot approved the appointment of Mr. Ajay Goyal as an Non Executive, Non-Independent Director.

ii. 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. On 11^th July, 2024, the members of the Company, through special resolution passed by way of postal ballot approved the appointment of Mr. Jagdeep Bhargava as an Non Executive, Independent Director.

B. 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, Mr. Rakesh Khandelwal, 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. Rakesh Khandelwal as Director liable to retire by rotation is mentioned in the Notice convening the ensuing AGM, which forms part of the Annual Report.

C. Cessation of Directors:

i. Mr. Rajinder Parkash Jindal ceased to be Independent Directors of the Company upon completion of his second term of 5 (Five) consecutive years at the close of business hours on September 28, 2024.

ii. Mr. Nrender Garg, Independent Director of the Company has tendered his resignation from the Board of Directors of the Company with effect from close of business hours on November 15, 2024 due to his personal commitments.

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

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 31^st March, 2025. 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 27th May, 2024 and 27th March, 2025 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 31st March 2025, apart from an Annual General Meeting of the Company held on 30th September 2024, your Company had sought approval of the shareholders through the following Postal Ballot:

Postal Ballot notice dated 28^th May, 2024, for seeking approval of the shareholders for (i) Appointment of Mr. Ajay Goyal as Non-Executive, Non-Independent Director of the company w.e.f. 28^th May, 2024 (ii) Appointment of Mr. Jagdeep Bhargava as an Independent Director of the company w.e.f. 28^th May, 2024.

The aforesaid matters were duly approved by the members of the Company and the result of postal ballot was declared on 11^th July, 2024.

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: www.nalwasons.com.

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 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, 2025 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; and

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.

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:

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 2024-25. In terms of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report for the financial year ended March

31, 2025 is annexed herewith as Annexure-A1 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 contains the following qualification, reservation or adverse remark as follows:

The Company is the shareholder and one of the Persons acting in Concert and part of promoter group of Shalimar Paints Limited. In March 2022, 1,65,545 equity shares (equivalent to 0.23% of the paid-up share capital) of Shalimar Paints Limited, were acquired by Ms. Urvi Jindal, one of the PACs, from her father by way of gift/inter-se transfer amongst immediate relatives. The said transaction, alongwith other inter-se transfers by PACs resulted in a change of more than 2% of the total shareholding during the financial year 2021-22. The requisite disclosure under SAST, which was initially inadvertently missed, was given by Ms. Urvi Jindal on April 17, 2024.

Managements Reply:

"The Company, alongwith the other PACs, had filed Settlement Applications with regard to the Notice of Summary Settlement issued by SEBI for inadvertent violation of Regulation 29(2) of SAST. The Company has received Settlement Order No. SO/2024-25/PSD-Settlement/S-26 dated March 13, 2025 on March 17, 2025, from Securities and Exchange Board of India. Rs.3,04,500/- (Rupees Three Lakh Four Thousand Five Hundred only) was paid by Ms. Urvi Jindal, on a joint and several liability basis including on behalf of all PACs. There is no financial impact on the Company and there is no material impact of such Settlement Order on the financial, operation or other activities of the Company."

The Annual Secretarial Compliance Report for the year ended 31^st March, 2025 confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company except as above, 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.

The Board of Directors at their meeting held on May 08, 2025, upon the recommendation of Audit Committee, has appointed M/s. Rajesh Garg & Co., Company Secretaries(CP No. 4093; Peer Review Certificate No. 799/2020), as Secretarial Auditor, for conducting Secretarial Audit of the Company for a first term of five consecutive years commencing from financial year 2025-26. The appointment as approved by the Board, shall be placed for approval by members at the ensuing AGM in terms of Regulation 24A of SEBI Listing Regulations.

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 2024-25 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 CSR Committee of the Board of Directors of the Company with the below mentioned composition as on 31^st March 2025:

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

* Mr. Rajinder Parkash Jindal ceased to be director of the Company upon completion of his second term as Independent Director at the close of business hours on 28^th September 2024.Consequenty he also ceased to be Chairman of the Committee. Mr. Jagdeep Bhargava appointed as chairman of the Committee w.e.f. 29^th September, 2024.

** Mr. Nrender Garg ceased and Mr. Ajay Goyal appointed as member of the Committee w.e.f. 29^th September, 2024 respectively.

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 2024-25 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 2024-25 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.

During the financial year under review, the Company had proposed to increase the threshold limit for loans/ guarantees, providing of securities, and making investment in securities up to 1,500 crores under Section 186 of the Companies Act, 2013 read with rules made thereunder. This transaction was placed before the shareholders for approval at the Annual General Meeting held on 30^th September 2024, as required under section 186 of the Act.

However, the resolution did not receive the requisite majority and was therefore not approved by the shareholders. Consequently, the Company will continue to operate within existing limits.

20. CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered and executed during the financial year were at 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. 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 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: http://nalwasons.com/pdf/Related_Party_Transactions-file001.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.

During the financial year under review, the Company had proposed to enter into material related party transactions involving the granting of unsecured loans (including interest thereon) of 75 crores each to JSL

Limited and Virtuous Tradecorp Private Limited, promoter group entities.

These transactions were placed before the shareholders for approval at the Annual General Meeting held on 30th September 2024, as required under Regulation 23 of the SEBI Listing Regulations.

However, the resolution did not receive the requisite majority and was therefore not approved by the shareholders. Consequently, the Company has not undertaken the proposed transactions.

As per SEBI 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.

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 2024-25, 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

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.

24. RISK MANAGEMENT

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.

The Committee has framed a Risk Management Policy which, inter alia, covers monitoring of the risk management plan, identification of emerging risks, and review of mitigation strategies. The Board does not foresee any immediate risk which threatens the existence of the Company.

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, Mumbai
Bandra-Kurla Complex, Bandra (E), Mumbai 400 051	400 001

The Company pays annual listing fees to NSE and BSE. No shares of your Company were delisted during the financial year 2024-25.

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) having total assets of Rs. 18,561.66 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 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 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 OF SEXUAL HARASSMENT AT WORKPLACE

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.

During the period under review, no complaints pertaining to sexual harassment was received under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

30. WHISTLE BLOWER POLICY/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 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://nalwasons.com/pdf/DETAILS%20OF%20FAMILIARIZATION%20%20PROGRAMMES%20IMPARTED%20TO %20INDEPENDENT%20DIRECTORS%20NSIL.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. 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, 2025.

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 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 the 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,

1 4 ^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.

Your Company is committed to grow the business responsibly with a long term perspective as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on social, environmental and economic responsibilities of business, as notified by the Ministry of Corporate Affairs, Government of India, in July, 2011.

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR of the Company describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed as Annexure-D to this Annual Report.

39. 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.

40. 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 application has been admitted 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.

41. 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.

42. 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, 2025	Whole Time Director	Director
	DIN: 00041866	DIN: 10448282