Directors Report of Nalwa Sons Investments Ltd.

Mar 31, 2025

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:

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. COMPANY''S 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 Company''s 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 Company''s 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 Company''s 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.

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 Company''s 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 Company''s 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 Auditor''s Report are self-explanatory and do not call for any
further comments. The Auditors'' Report doesn''t 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-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 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.

Management''s 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 Company''s CSR activities. The CSR Policy can be
accessed on your Company''s 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 arm''s 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 Company''s 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 COMPANY''S 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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
Company''s 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 Company''s 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 Company''s and Group''s 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.

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 Board''s Report and the Management Discussion & Analysis Report describing the Company''s
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 Company''s 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

---

Mar 31, 2024

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. COMPANY''S 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Auditor''s 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 Company''s CSR activities. The CSR Policy can be accessed on your Company''s 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 arm''s 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 COMPANY''S 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 Company''s 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 doesn''t 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s and Group''s 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 Company''s website and can be accessed at www.nalwasons.com

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

42. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s 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 Company''s 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 Company''s 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

---

Mar 31, 2023

DIRECTORS'' REPORT

Dear Members,

Your Directors have pleasure in presenting the 52^nd 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, 2023.

1. FINANCIAL RESULTS

The Financial performance for the Financial year ended 31^st March, 2023 is summarized below:

PARTICULARS	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations	10,995.07	6,814.95	13,138.31	9,307.38
Other Income	212.05	426.74	218.26	428.39
Total Income	11,207.12	7,241.69	13,356.57	9,735.77
Total Expenses	295.50	225.35	921.38	1,700.02
Profit before Exceptional items & Tax	10,911.62	7,016.34	12,435.19	8,035.75
Exceptional Item	-	-	-	-
Income Tax earlier years	-	(370.59)	-	(371.56)
Current Tax	2,521.72	1300.83	2,747.37	1,538.83
Deferred Tax Liability/(Assets)	295.27	449.99	428.72	233.24
Profit for the year after Tax	8,094.63	5,636.11	9,258.26	6,586.37
Total Comprehensive Income	104.45	2,75,791.94	5,874.99	2,83,658.14

2. COMPANY''S PERFORMANCE

On a standalone basis, the Income of the Company by way of dividend, interest and other income stood at Rs. 11,207.12
lakh during the financial year ended 31^st March, 2023 as compared to Rs.7,241.69 lakh during the previous year. Profit
before exceptional items & Tax at Rs. 10,911.62 Lakh as compared to Rs. 7,016.34 lakh during previous year. Profit after
tax stood at Rs. 8,094.63 lakh as compared to Rs. 5,636.11 lakh during the previous year.

On a consolidated basis, the Total Income stood at Rs. 13,356.57 lakh during the financial year ended 31^st March, 2023
as compared to Rs. 9,735.77 lakh during the previous year. Profit after tax stood at Rs. 9,258.26 lakh as compared to
Rs. 6,586.37 lakh during the previous year.

3. FUTURE PROSPECTS

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. Accordingly, Board of Directors has not recommended any dividend for the financial year
ended 31st March, 2023. The Dividend Distribution Policy is available on Company''s 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.1,618.93 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, 2023 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 2022-23, 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, 2023,
namely (i) Jindal Steel & Alloys Ltd. (ii) Nalwa Trading Limited(formerly known as Jindal Holdings Ltd.) 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 members of the company at AGM held on 30^th September, 2022 had re-appointed Mr. Rakesh Kumar Garg as Whole
Time Director designated him as Executive Director & Chief Executive Officer (C.E.O.) and Key Managerial Personnel
(“KMP") of the Company for a period of five years w.e.f 17^th October, 2022.

Further, in accordance with the provisions of the Act, Mr. Rakesh Kumar Garg, Executive Director & C.E.O. is liable to
retire by rotation as Director at the ensuing AGM and being eligible, offers himself for re- appointment.

Brief resumes of director, who retire by rotation and eligible for re- appointment, nature of their expertise in specific
functional areas, details of Directorship in other companies, membership / chairmanship of committees of the board

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, are given in the Notice forming part of the Annual Report.

All Independent Directors have given declaration to the Company that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR. 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 statutory
authority.

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 Company''s website at the link:

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

DEPENDENT%20DIRECTORS%20NSIL.pdf

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met four times during the financial year ended on 31^st March, 2023. 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 28^th May, 2022.

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.

12. 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.

13. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS, KMP & OTHER SENIOR EMPLOYEES

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the
Companies Act, 2013 has been disclosed in the Corporate Governance Report, which is a part of this report.

14. 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 Securit

ies and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. EXTRACT OF ANNUAL RETURN

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

16. 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, 2023 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.

17. AUDITORSa) 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 53^rd AGM of the Company.
The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes to financial statements referred to in the Auditor''s 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 had appointed M/s. Rajesh Garg & Co., Practicing Company Secretary to conduct Secretarial Audit for
the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
herewith marked as Annexure-A1 to this report. Also Secretarial Audit report(s) of Indian unlisted material
subsidiaries are also attached as Annexure A2 & A3 to this report.

In line with the Circular dated February 08, 2019 as amened issued by the Securities and Exchange Board of India,
Annual Secretarial Compliance Report for the year ended 31st March, 2023 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, 2023. The same is available on the website of
the Company at www.nalwasons.com.

The Secretarial Audit Report of the Company contains the following qualification, reservation or adverse remark as
follows:

The Company has not availed Director and Officer Insurance (''D'' and ''O'') Policy for its independent directors during
the period 1st April, 2022 to 24^th May, 2022 in compliance with Regulations 25(10) of SEBI(Listing Obligations and
Disclosure Requirements), Regulations, 2015, amended by the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 3rd August, 2021 read with
the corrigendum dated 6th August, 2021,as applicable to the top 1000 listed entities with effect from January 1,
2022.

Management''s Reply:

The Company, after finding and evaluation the suitable insurance company, has taken the Director and Officer
Insurance (''D'' and ''O'') Policy for its independent directors from ICICI Lombard General Insurance Company Limited
on 25^th May, 2022.

18. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report,
which is a part of this report. All the recommendations made by the Audit Committee during the financial year 2022-23
were accepted by the Board.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee
and formulated CSR policy. The policy primarily rests on four broad categories: Environment, Health, Education and
Community Development. The details partaining to the composition of the Corporate Social Responsibility Committee
are included in the Corporate Governance Report which is a part of this Report.

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

The CSR Policy can be accessed on the Company''s website at the link: http://nalwasons.com/pdf/CSR%20Policy-
NSIL.pdf

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

The particulars of loans, guarantees or investments by the Company are stated in Notes to Accounts, forming part of
this Annual Report.

21. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were
in the ordinary course of business. 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

Pursuant to Part A of Schedule V to the 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.

22. 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.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
(OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date
of the report.

24. 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.

25. 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.

Your Company has laid down procedures to inform Board members about risk assessment and minimization strategy.
The Board doesn''t foresee any immediate risk which threatens the existence of the Company. The details of Risk
Management Committee are mentioned in the Corporate Governance Report.

26. 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.

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. In term of Systemically Important Non-Deposit taking Company
and Deposit taking Company (Reserve Bank) Directions, 2016, Nalwa Sons Investments Limited (''NSIL'' or ''the Company'')
is a Systemically Important Non-Deposit taking-Non Banking Financial Company (i.e a non-banking financial company
not accepting / holding public deposits and having an asset size of more than Rs.500 crores) having total assets of
Rs. 9223.32 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 Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Control Framework,
commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Company has in place adequate
internal financial controls with reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.

The Statutory Auditors has 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.

29. 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.

30. 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for
directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected
fraud or violation of the Company''s code of conduct or ethics policy.

The Whistle Blower Policy is posted on the website of the 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 Company''s procedures and practices.

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%20TQ%20IN

DEPENDENT%20DIRECTORS%20NSIL.pdf

Your Company has also devised a Policy on Familiarization Programme for Independent Directors. The said Policy may
be accessed on your Company''s 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 Company''s business during the financial year ended on 31^st March, 2023.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status
of the Company and its future operations.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing regulations forms part of this Annual Report.

35. 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 Company''s and Group''s vision and business goals.

36. E-VOTING PLATFORM

In compliance with provisions of Section 108 of the Companies Act, 2013 and MCA General Circular dated 28^th
December, 2022 read with circulars dated 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 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.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)

SEBI vide its circular dated 10^th May, 2021 has introduced new reporting requirements on Environmental, Social and
Governance (''ESG'') parameters viz. the Business Responsibility and Sustainability Report (''BRSR''). The said reporting is
applicable for the top 1,000 listed companies based on market capitalization and has been made mandatory from F.Y.
2022-23.

Pursuant to SEBI Listing Regulations, BRSR has become applicable on your Company (being among the top 1,000 listed
entities based on market capitalisation) with effect from the F.Y. 2022-23. Accordingly, the Company has adopted a
Policy on BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI describing various initiatives,

actions and process of the Company towards the ESG endeavour has been hosted on Company''s website at:
www.nalwasons.com

38. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s
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 Company''s operations includes, changes in Government Regulations, tax laws, economic developments
within the country and other factors such as litigation and industrial relations.

39. 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.

40. ACKNOWLEDGEMENT

The Directors thank the Company''s 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 DirectorsPlace: Hisar Rakesh Kumar Garg Nrender Garg

Date: May 30, 2023 Executive Director & C.E.O. Director

DIN:00038580 DIN:08486246

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Mar 31, 2018

The Directors have pleasure in presenting the Forty Seventh Annual Report on the Business and Operations of your Company together with the Standalone and Consolidated Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Financial performance of the Company during the year 2017-18 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year Ended March 31, 2018	Year Ended March 31, 2017	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	2,010.62	1,499.94	3,618.44	3,385.91
Other Income	1.03	10.22	10.58	23.83
Total Income	2,011.65	1,510.16	3,629.02	3,409.74
Total Expenses	973.43	106.05	2,578.22	1,196.29
Profit before Interest, Depreciation & Tax	1,038.22	1,404.11	1,050.80	2,213.41
Current Tax	97.10	197.92	308.61	405.06
Deferred Tax Liability/ (Assets)	(105.74)	3.38	(105.74)	3.38
Profit for the year after Tax	1,046.86	1,202.21	847.93	1,805.00
Minority interest	NA	NA	293.19	67.71
Net Profit after Tax and Minority Interest	1,046.86	1,202.21	1,141.12	1,872.71
Add/(Less): Surplus brought forward	11,571.73	10,609.48	5,125.65	3,494.01
Profit/ (Loss) available for appropriation	12,618.59	11,812.28	6,266.77	5,366.72
Less: Transfer to Statutory Reserve	209.37	240.56	209.31	241.07
Balance carried to Balance Sheet	12,409.22	11,571.73	6,057.46	5,125.65

2. COMPANY''S PERFORMANCE

On a standalone basis, the Income of the Company by way of dividend, interest and other income stood at Rs.2,011.65 lakhs during the financial year ended 31st March, 2018 as compared to Rs.1,510.16 lakhs during the previous year, an increase of around 33.21%. Profit before interest, depreciation and tax stood at Rs.1,038.22 lakhs as compared to Rs.1,404.11 lakhs during previous year. Net Profit after tax stood at Rs.1,046.86 lakhs as compared to Rs.1,202.21 lakhs during the previous year.

On a consolidated basis, the Total Income stood at Rs.3,629.02 lakhs during the financial year ended 31st March, 2018 as compared to Rs.3,409.74 lakhs during the previous year, an increase of around 6.44%.

3. FUTURE PROSPECTS

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.

India was the world''s third-largest crude steel producer till 2017. India overtook Japan to become the world''s second largest crude steel producer in the world in February, 2018. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India''s manufacturing output. 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

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for the year under review.

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.209.37 Lakhs was transferred to Statutory Reserve Fund during the financial year under review.

6. DEPOSITS

During the financial year under review, the Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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, 2018 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 2017-18, is prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards 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 5 direct and step down subsidiaries as on March 31, 2018, namely (i) Jindal Steel & Alloys Ltd. (jSaL) (ii) Jindal Holdings Ltd. (JHL) (iii) Jindal Stainless (Mauritius) Ltd. (JSML) (iv) Massillon Stainless Inc. (MSI) - through JSML and (v) Brahmaputra Capital & Financial Services Ltd. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, the financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office and Branch Office of your Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

No Company has become or ceased as subsidiary, associate or joint venture during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2017-18, Mr. Suresh Jindal relinquished the position of Executive Director & C.E.O. and ceased to be Director of the Company with effect from close of business hours on September 30, 2017.

Mr. Rakesh Kumar Garg relinquished the office of Independent Director and was appointed as the Executive Director & C.E.O. w.e.f. October 17, 2017. The proposal regarding his appointment as Whole-time Director and CEO is placed for your approval.

Mr. Mahabir Prashad Gupta ceased to be Chief Financial Officer of the Company w.e.f. close of business hours on July 31, 2017 and Mr. Deepak Garg was appointed as Chief Financial Officer w.e.f. October 17, 2017.

There was no other change in the directors and Key Managerial Personnel during the year under review.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met six times during the financial year ended on 31st March, 2018. 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 terms of requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on November 14, 2017.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole for the Financial Year 2016-17 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.

12. 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.

13. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS, KMP & OTHER SENIOR EMPLOYEES

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which is a part of this report.

14. 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.

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 ("the Act"), the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - A.

Pursuant to Section 134(3)(a) of the Act, as amended, the Annual Return of the Company can be accessed on the Company''s website at the link: www.nalwasons.com

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) read with 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) they 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 31st March, 2018 and of the profit and loss of the Company for the year ended on that date;

(c) they 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) they have prepared the annual accounts on a going concern basis; and

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

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

17. AUDITORS

a) Statutory Auditor:

At the Company''s 46th Annual General Meeting (AGM) held on September 28, 2017, M/s Doogar & Associates, Chartered Accountants, Firm Registration No. 000561N, were appointed as Statutory Auditors of the Company for a period of five consecutive years. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company. Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report.

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

During the year under review, the Auditors had 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 had appointed M/s Rajesh Garg & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - B to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. The policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - C.

The CSR Policy can be accessed on the Company''s website at the link: http://nalwasons.com/pdf/CSR%20Policy-NSIL.pdf

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

The particulars of loans, guarantees or investments by the Company are stated in Notes to Accounts, forming part of this Annual Report.

21. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. 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 the 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

22. DISCLOSURE REQUIREMENTS

As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis are attached, which form 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.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)

During the quarter ended June 30, 2018, your Company has achieved total revenue of Rs.223.74 lakhs on Standalone basis. Your Company earned net profit of Rs. 124.06 lakhs. There have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

24. PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

25. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and mitigation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - D.

27. RESERVE BANK OF INDIA GUIDELINES

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 Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Control Framework, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Statutory Auditors has 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.

29. 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.

30. 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the 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 Company''s procedures and practices.

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: http://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 Company''s 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 Company''s business during the financial year ended on 31st March, 2018.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing regulations forms part of this Annual Report.

35. HUMAN RESOURCES

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

36. E-VOTING PLATFORM

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended, your Company is registered with CDSL for Remote E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through remote e-voting or poll or ballot paper as provided under the Companies Act, 2013.

37. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s 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 Company''s operations includes, changes in Government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

38. ACKNOWLEDGEMENT

The Directors thank the Company''s 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

Rakesh Kumar Garg Rajinder Parkash Jindal

Executive Director & C.E.O. Director

DIN:00038580 DIN:00004594

Place: Hisar

Date: August 07, 2018

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Mar 31, 2015

THE MEMBERS,

The Directors have pleasure in presenting the forty fourth annual report of the Company together with the audited statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2014-15 is summarized below:

(Rs. in Crore) PARTICULARS Year Ended Year Ended 31.3.2015 31.3.2014

Interest and dividend income/ Other Income 21.30 21.60

Profit before Interest, Depreciation and Tax 4.24 21.06

Provision for Income Tax 3.63 4.03

Provision / (Assets) for Deferred Tax (5.48) (0.30)

Net Profit / (Loss) after Tax 6.09 17.33

Add/(Less): Surplus brought forward 90.22 76.36

Profit/ (Loss) available for appropriation 96.31 93.69

Transfer to Statutory Reserve 1.22 3.47

Balance carried to Balance Sheet 95.09 90.22

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2015, the Income of the Company by way of dividend, interest and other income stood up atRs. 21.30 crore as compared to Rs. 21.60 crore during the previous year. Profit before interest, depreciation and tax stood atRs. 4.24 crore as compared to Rs. 21.06 crore during previous year. Net Profit after tax stood atRs. 6.09 crore as compared to Rs. 17.33 crore during the previous year.

An amount ofRs. 1.22 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders' value.

CONSOLIDATED ACCOUNTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2015, the Company had 5 direct and step down subsidiaries, namely (i) Jindal Steel & Alloys Ltd. (JSAL) (ii) Jindal Holdings Ltd.(JHL) (iii) Jindal Stainless(Mauritius) Ltd.(JSML) (iv)Massillon Stainless Inc. (MSI) -through JSML and (v) Brahmaputra Capital & Financial Services Ltd.

A separate statement containing the salient features of financial statements of all subsidiary companies of your Company forms part of the consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.nalwasons .com/pdf/Policy%20for%20determining%20material%20subsidiaries-%20NSIL. pdf The Company does not have any joint venture or associate company.

SHARE CAPITAL

The paid up capital of the Company is Rs. 5,13,61,630/- divided into 51,36,163 equity shares ofRs. 10/- each.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2015 in order to conserve the resources for future.

TRANSFER TO RESERVES

Your Company has transferred an amount ofRs. 608.95 lacs out of profit to the Reserves for the financial year 2014-15.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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 year 2014-15 in pursuance to Section 124 of the Companies Act, 2013.

EMPLOYEES STOCK OPTION SCHEME

The Company has not granted any stock options during the Financial Year 2014-15.

DIRECTORS AND KEY-MANAGERIAL PERSONNEL

During the Financial Year 2014-15, the Board of Directors appointed Mr. Shailesh Goyal and Mrs. Vaishali Deshmukh as Additional Directors with effect from 25th March 2015. In terms of the provisions of Section 161 of the Companies Act, 2013, both Mr. Shailesh Goyal and Mrs. Vaishali Deshmukh shall hold office up to the date of the ensuing Annual General Meeting. The Company has received notice (s) under Section 160 of the Companies Act, 2013 from members signifying their candidature for appointment as Director. Necessary resolutions for the appointments of the aforesaid Directors will be placed before the shareholders for their approval.

Mr. Mahender Kumar Goel, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, has offerd himself for re-appointment.

Brief resumes of the above mentioned Directors, nature of their expertise in specific functional areas, details of Directorship in other companies and the membership / chairmanship of committees of the board, as stipulated under Clause 49 of the listing agreement with the stock exchanges and secretarial standard- 2 issued by the Institute of Company Secretaries of India are given in the Notice forming part of the Annual Report.

The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy may be accessed on the Company's website at the link: http://www.nalwasons.com/pdf/Policy%20on%20familiarisation%20 programme%20for%20independent%20directors_NSIL.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has approved the Remuneration Policy on the Recommendation of the Nomination and Remuneration Committee of the Company. The said policy is attached to this Report at Annexure - A.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

PAYMENT OF LISTING FEE

The equity shares of your Company are listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2015-16 has been paid to both the stock exchanges where the equity shares of your Company are listed. No shares of the Company were delisted during the financial year 2014-15.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - B.

There were no emloyees covered under Rule 5(2) of the Companies (Appointmemt and Remuneration) Rules, 2014.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011.

AUDITORS

a) Statutory Auditor:

The members of the Company had, at its AGM held on September 29, 2014 appointed M/s. N.C. Aggarwal & Co., as the Statutory Auditors of the Company for a period of three (3) consecutive years from the conclusion of the 43rd AGM to the conclusion of 46th AGM subject to the ratification of their appointment every year. They have confirmed that their appointment, if ratified, at the ensuing AGM will be within the limits prescribed under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment under section 141 of the Companies Act, 2013.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditor:

The Board has appointed Mr. Rajesh Garg of M/s. Rajesh Garg & Co., Practicing Company Secretary (CP No - 4093) , to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure - C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy. The Policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

Though the CSR Policy was formulated, the Company has not contributed to CSR activities as prescribed in CSR Policy. Despite rigorous efforts, management was not able to find suitable institution/organization through which CSR activities can be performed effectively to benefit the society at large.

The Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report at Annexure - D.

The CSR Policy can be accessed on the Company's website at the link: http://www.nalwasons.com/pdf/CSR%20Policy-NSIL.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

SEXUAL HARASSMENT CASES

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.

AUDIT COMMITTEE

The Audit Committee comprises of the following three Independent Directors:

Sl. No. Name Status

1 Mr. Rajinder Parkash Jindal Chairman

2 Mr. R.G.Garg Member

3 Mr. Rakesh Garg Member

All the recommendations made by the Audit Committee during the financial year 2014-15 were accepted by the Board.

STOCK EXCHANGES WHERE THE SHARES ARE LISTED

National Stock Exchange of India Limited, BSE Limited,

Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers,

Plot No. C/1, G - Block, Dalal Street,

Bandra-Kurla Complex, Mumbai - 400 001

Bandra (E),Mumbai - 400 051

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - E.

NUMBER OF BOARD MEETINGS

The Board of Directors met nine times during the financial year ended on 31st March, 2015. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

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 thereunder as well as Clause 49 of the Listing Agreement.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company and can be accessed at the link: http://www.nalwasons.com/pdf/ Whistle%20Blower%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees or investments by the Company under section 186 of the Companies Act, 2013 are stated in Notes to Accounts, forming part of this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. 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. The Board has formulated Policy on Related Party Transactions.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.nalwasons.com/pdf/Policy%20on%20dealing%20with%20Related%20 Party%20Transactions.pdf

Your Directors draw attention of the members to Note - 15 to the financial statement which sets out related party disclosures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY (OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT)

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and mitigation procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board.

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Company's business during the financial year ended on 31st March, 2015.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) read with 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 had been followed along with proper explanation relating to material departures;

DIRECTORS' REPORT

(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 31st March, 2015 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; and

(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.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the listing agreement with the stock exchanges forms part of this Annual Report. 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 Company's and Group's vision and business goals.

E-VOTING PLATFORM

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, your Company is registered with CDSL for E-Voting services to set up an electronic platform to facilitate shareholders to cast vote in electronic form to exercise their right of voting at General Meetings /business to be transacted by means of voting through e-voting or poll or ballot paper as provided under the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, banks, 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

Place: Hisar Mahender Kumar Goel Rajinder Parkash Jindal Date : August 8, 2015 Executive Director & C.E.O. Director (DIN:00041866) (DIN:00004594)

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Mar 31, 2014

THE MEMBERS,

The Directors have pleasure in presenting the forty third annual report of the Company together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2013-14 as under:

(Rs.in Crore)

PARTICULARS Year Ended 31.03.2014 Year Ended 31.03.2013

Interest and dividend income/ Other Income 21.59 19.44

Profit before Interest, Depreciation and Tax 21.05 16.99

Provision for Income Tax 4.03 3.44

Provision / (Assets) for Deferred Tax (0.30) (0.58)

Net Profit / (Loss) after Tax 17.33 14.13

Add/(Less): Surplus brought forward 76.35 65.05

Profit/ (Loss) available for appropriation 93.68 79.18

Transfer to Statutory Reserve 3.47 2.83

Balance carried to Balance Sheet 90.21 76.35

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2014, the Income of the Company by way of dividend, interest and other income stood at ^21.59 crore as compared to ^19.44 crore during the previous year. Profit before interest, depreciation and tax stood at ^21.05 crore as compared to ^16.99 crore during previous year. Net Profit after tax stood at ^17.33 crore as compared to ^14.13 crore during the previous year.

An amount of ^3.47 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value.

In order to comply with the requirement of de-layering the investment holding structure as per Companies Act, 2013 and provide better visibility to the shareholders with respect to their underlying investment, pursuant to an internal realignment/reorganisation within the O. P. Jindal Group, equity shares of certain listed companies held by some of the company''s subsidiary and other investee companies have been transferred by way of gift to Danta Enterprises Pvt. Ltd., Sahyog Tradcorp Pvt. Ltd., Virtuous Tradecorp Pvt. Ltd. and OPJ Trading Pvt. Ltd. (Transferee Companies), which are also part of the O. P. Jindal Group. This however, does not in any manner affect the interest of the Company as your Company holds equity stake in the Transferee Companies such that the economic interest of your company pre and post realignment/reorganisation remains unchanged.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2014 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your Company are presently listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2013-14 has been paid to both the stock exchanges where the equity shares of your Company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreement with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than ^100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company is in process of de-registration of the Company with Reserve Bank of India as a Non Banking Financial Company (NBFC) as it conforms to CIC norms.

DIRECTORS

Mr. Mahender Kumar Goel, Executive Director & Chief Executive Officer, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Mahender Kumar Goel, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., statutory auditors of the Company, hold office until the conclusion of the ensuing annual general meeting and are eligible for re-appointment. The Company has received letters from them with their willingness to continue as auditors of the Company, if appointed and have confirmed that the said appointment, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment.

In terms of Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. N.C. Aggarwal & Co., having held office as Statutory Auditors for a period of more than 10 years prior to the commencement of the Companies Act, 2013, are eligible to be appointed as Auditors for a period of only three more years, that is until the conclusion of 46th Annual General Meeting of the Company.

The notes to the accounts referred to in the auditors'' report are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings: Nil Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March 2014, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has five subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited, Massillon Stainless Inc., USA and Brahmputra Capital and Financial Services Limited.

In pursuance of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. The annual accounts and other related documents of the subsidiary companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company and of the respective subsidiary companies. The consolidated financial statements of the Company include the financial results of all the subsidiary companies.

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place: Hisar Mahender Kumar Goel Rajinder Parkash Jindal

Date: 30th May, 2014 Executive Director & C.E.O. Director

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Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the forty second annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance of the Company during the year 2012-13 as under:

(Rs.in Crores) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Interest and dividend income/ Other Income 19.44 20.10

Profit before Interest, Depreciation and Tax 16.99 19.14

Provision for Income Tax 3.44 2.96

Provision / (Assets) for Deferred Tax (0.58) (0.11)

Net Profit / (Loss) after Tax 14.13 16.29

Add/(Less): Surplus brought forward 65.05 52.02

Profit/ (Loss) available for appropriation 79.18 68.31

Transfer to Statutory Reserve 2.83 3.26

Balance carried to Balance Sheet 76.35 65.05

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2013, the Income of the Company by way of dividend, interest and other income stood up at 19.44 crore as compared to 20.10 crore during the previous year. Profit before interest, depreciation and tax stood at 16.99 crore as compared to 19.14 crore during previous year. Net Profit after tax stood at 14.13 crore as compared to 16.29 crore during the previous year.

An amount of " 2.83 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders'' value.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2013 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your Company are presently listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2013-14 has been paid to both the stock exchanges where the equity shares of your Company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs.100 crore.

The Company falls in the category of a Core Investment Company (CIC) in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company would continue to carry on the business permitted to a CIC in terms of the Core Investment Companies (Reserve Bank) Directions, 2011. The Company has made an application to Reserve Bank of India (RBI) for de-registration of the Company as a Non Banking Financial Company (NBFC) as it conforms to CIC norms, the confirmation from RBI is awaited.

DIRECTORS

Mr. Rajinder Parkash, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rajinder Parkash, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the Company retire at the conclusion of ensuing annual general meeting. The Company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2013-14.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2013, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

In pursuance of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. The annual accounts and other related documents of the subsidiaries will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company and of the respective subsidiary companies. The consolidated financial statements of the Company include the financial results of all the subsidiary companies.

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors'' responsibility statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place :Hisar Mahender Kumar Goel Rajinder Parkash

Date :30th May, 2013 Executive Director & C.E.O. Director

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Mar 31, 2012

The directors have pleasure in presenting the forty first annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Crore)

PARTICULARS Year Ended Year Ended 31.3.2012 31.3.2011

Interest and dividend income/ Other Income 20.10 18.66

Profit before Interest, Depreciation and Tax 19.14 18.17

Provision for Income Tax 2.96 2.45

Provision / (Assets) for Deferred Tax (0.11) 0.08

Net Profit / (Loss) after Tax 16.29 15.64

Add/(Less): Surplus brought forward 52.02 39.51

Profit/ (Loss) available for appropriation 68.31 55.15

Transfer to Statutory Reserve 3.26 3.13

Balance carried to Balance Sheet 65.05 52.02

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2012, the Income of the Company by way of dividend, interest and other income has gone up by around 7.72% at Rs. 20.10 crore as compared to Rs. 18.66 crore during the previous year. Profit before interest, depreciation and tax stood at Rs. 19.14 crore as compared to Rs. 18.17 crore during previous year. Net Profit after tax has gone up by around 4.16% at Rs. 16.29 crore as compared to Rs. 15.64 crore during the previous year.

An amount of Rs. 3.26 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your Company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders value.

DIVIDEND

The Directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2012 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your Company are presently listed on BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2012-13 has been paid to both the stock exchanges where the equity shares of your Company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The Company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your Company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

DIRECTORS

Mr. R.G. Garg, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. R.G. Garg, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the Company retire at the conclusion of ensuing annual general meeting. The Company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the Company for the year 2012-13.

The notes to the accounts referred to in the AuditorsHReport are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2012, the Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The Company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

In pursuance of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the Company. The annual accounts and other related documents of the subsidiaries are available at the website of the Company and will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the Company and of the respective subsidiary companies. The consolidated financial statements of the Company include the financial results of all the subsidiary companies.

The members, if they desire, may write to Company Secretary at registered office of the Company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORSE RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2012 on a Going concerns basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of Directors

Place: Hisar Mahender Kumar Goel Rajinder Parkash

Date : 30th May, 2012 Executive Director & C.E.O. Director

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Mar 31, 2011

THE MEMBERS,

The Directors have pleasure in presenting the fortieth annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Crore)

PARTICULARS 2011 2010

Interest and dividend income/ Other Income 18.66 12.02

Profit before Interest, Depreciation and Tax 18.17 11.25

Provision for Income Tax 2.45 2.04

Provision / (Assets) for Deferred Tax 0.08 0.10

Net Profit / (Loss) after Tax 15.64 9.11

Add/(Less): Surplus brought forward 39.51 32.22

Profit/ (Loss) available for appropriation 55.15 41.33

Transfer to Statutory Reserve 3.13 1.82

Balance carried to Balance Sheet 52.02 39.51

FINANCIAL, OPERATIONAL REVIEW & FUTURE PROSPECTS

During the year ended 31st March, 2011, the Income of the Company by way of dividend, interest and other income has gone up by around 55.24% at Rs. 18.66 crore as compared to Rs. 12.02 crore during the previous year. Profit before interest, depreciation and tax stood at Rs. 18.17 crore as compared to Rs. 11.25 crore during previous year. Net Profit after tax has gone up by around 71.68% at Rs. 15.64 crore as compared to Rs. 9.11 crore during the previous year.

An amount of Rs. 3.13 crore was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, during the financial year under review.

Your company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. The financial year under review witnessed improvement in the performance of most of the Investee companies. The growth in Steel Sector in India is likely to sustain in coming years, therefore, the performance of the Investee Companies is also expected to improve in the ensuing years. The development in Architectural, Building and Construction sector being undertaken in India is also expected to give a further boost to the Steel industry and your Company is looking forward for a sustainable growth in its Investee Companies in the coming years which would enhance the shareholders' value.

DIVIDEND

The directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2011 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your company are presently listed on Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2011-12 has been paid to both the stock exchanges where the equity shares of your company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs. 100 crore.

DIRECTORS

Mr. Rakesh Garg, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rakesh Garg, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N.C. Aggarwal & Co., Statutory Auditors of the company retire at the conclusion of ensuing annual general meeting. The company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the company for the year 2011-12.

The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is not engaged in any manufacturing activity, particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March 2011, the company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

In pursuance of the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the balance sheet of the company. The annual accounts and other related documents of the subsidiaries are available at the website of the company and will be made available to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any shareholder at the registered office of the company and of the respective subsidiary companies. The consolidated financial statements of the company include the financial results of all the subsidiary companies.

The members, if they desire, may write to Company Secretary at registered office of the company to obtain the copy of the annual report of the subsidiary companies.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors' responsibility statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the listing agreements with the stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of directors

Mahender Kumar Goel Rajinder Parkash

Executive Director & C.E.O. Director

Place : Hisar

Date : 30th May, 2011

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Mar 31, 2010

The directors have pleasure in presenting the thirty ninth annual report of your Company together with the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Crore)

Description Year Endsd Year Ended

31.03.2010 31.03.2009

Interest and dividend income/Other Income 12.02 14.78

Profit before Interest, Depreciation and Tax 11.25 14.13

Less : Interest/Bank Charges - -

Depreciation - -

Previous year Taxation Adjustments - -

Provision for Fringe Benefit Tax - -

Provision for Income Tax 2.04 2.65

Provision / (Assets) for Deferred Tax 0.10 0.20

Net Profit /(Loss) after Tax 9.11 11.28

Add/(Less): Surplus brought forward 32.22 23.20

Profit/(Loss) available for appropriation 41.33 34.48

Tranrfer to Statutory Reserve 1.82 2.26

Balance carried to Balance Sheet 39.51 32.22

FINANCIAL, OPERATIONAL REVIEW & PROSPECTS

During the year ended 31st March, 2010, the company has earned income by way of dividend, interest and other income amounting to Rs. 12.02 crore. After payment of interest on loans, other expenses and provisions, net profit for the year amounted to Rs.9.11 crore as compared to Rs.11.28 crore in the previous year.

Total income, inclusive of dividend and interest, for the year ended 31st March, 2010 is Rs.12.02 crore as against Rs.14.78 crore in he previous year. The decline was mainly on account of declaration of lower dividend by the Investee Companies.

Your company holds significant investments in equity shares of steel manufacturing companies of O.P. Jindal group. Despite another challenging year for the global steel industry, investee companies have made a strong comeback from the global downturn effect of the previous year. The steel sector in India is on the growth path and the performance of the Investee Companies are expected to improve further in the current financial year, which is expected to result in higher dividend income in the coming year. The infrastructure development being undertaken in the country is expected to give a further boost to the steel industry and your company is looking forward for a higher growth in its Investee Companies in the coming year which would enhance the shareholders value.

Considering the future prospects of the economy as a whole and the steel industry in particular, the company expects to achieve substantial value enhancement in the long term for the benefit of the shareholders at large.

DIVIDEND

The directors have not recommended declaration of any dividend on equity shares for the year ended 31st March, 2010 in order to conserve the resources for future years.

PAYMENT OF LISTING FEE

The equity shares of your company are presently listed on Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fee for the year 2010-11 has been paid to both the stock exchanges where the equity shares of your company are listed.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the listing agreements with the stock exchanges, audited consolidated financial statements form part of the Annual Report.

FIXED DEPOSIT

The company has not accepted any deposit from the public. Hence, no information is required to be appended to this report.

RESERVE BANK OF INDIA GUIDELINES

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

Pursuant to the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by RBI, your company is a Systematically Important Non-Deposit Taking Non-Banking Financial Company having an asset size of more than Rs.100 crore.

DIRECTORS

Mr. Rajinder Parkash, Director, will retire at the annual general meeting by rotation and, being eligible, offers himself for re-appointment.

Brief resume of Mr. Rajinder Parkash, nature of his expertise in specific functional areas and names of companies in which he holds the directorship and the membership/ chairmanship of committees of the board, as stipulated under clause 49 of the listing agreement with the stock exchanges, appear in the Notice of annual general meeting, which forms part of this annual report.

AUDITORS

M/s. N. C. Aggarwal & Co., Statutory Auditors of the company retire at the conclusion of ensuing annual general meeting. The company has received intimation from them to the effect that their appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, they are proposed to be re-appointed as Statutory Auditors of the company for the year 2010-11.

The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

PARTICULARS REGARDING THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is not engaged in any manufacturing activity, particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption are not available.

Foreign exchange earnings : Nil

Foreign exchange outgo : Nil

PARTICULARS OF EMPLOYEES

During the year ended 31st March, 2010, the company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

SUBSIDIARY COMPANIES

The company has four subsidiaries namely Jindal Holdings Limited, Jindal Steel & Alloys Limited, Jindal Stainless (Mauritius) Limited and Massillon Stainless Inc., USA.

As per Central Governments approval under section 212(8) of the Companies Act, 1956 vide its letter dated 31st March, 2010, the annual accounts of the said subsidiary companies are not attached with this report. Any shareholder of the company or its above said subsidiary companies, interested in obtaining the annual accounts of the subsidiary companies and the related detailed information may write to the Company Secretary at registered office of the company.

The annual accounts of the subsidiary companies would be open and accessible for inspection by shareholder at registered office of the company and registered office of the subsidiary companies on any working day except holidays till the date of the annual general meeting between 11.00 a.m. and 1.00 p.m.

DEMATERIALISATION OF SHARES

The members, those who have not yet dematerialised their shares, are advised to get their shares dematerialised as trading of the shares is permissible in the demat form only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A separate report on corporate governance and a certificate from statutory auditors regarding compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges form part of the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analys s Report as required under clause 49 of the listing agreements with trie stock exchanges is enclosed with this report.

ACKNOWLEDGEMENT

Your directors would like to place on record their deep sense of appreciation for the continued assistance and co-operation by the Reserve Bank of India, other banks, Central and State Governments, SEBI, Stock Exchanges, all regulatory bodies and the shareholders during the year under review.

For and on behalf of the Board of directors

Place : Hisar MahenderKumarGoel Rajinder Parkash

Date : 2nd August, 2010 Executive Director & C.E.O. Director