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

Financial Results

State of Company's Affairs

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

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

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

Project

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

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

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

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

Dividend

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

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

Change in Nature of Business

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

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

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

Number of Meetings of the Board of Directors

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

Credit Rating

The current credit rating of the Company has been re¬
affirmed to a long-term rating of [ICRA] A (pronounced ICRA
A) and short-term rating of [ICRA] A1 (pronounced ICRA
A one) with increase in rated amount from H775.00 cr to
H955.64 cr.

Directors and Key Managerial Personnel

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

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

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

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

Shri Sanjay Sinha (DIN: 08253225) and Shri Neeraj Golas (DIN:
06566069) were appointed as an Independent Directors of
the Company for a period of 5 years with effect from August
22, 2024 on the approval of members in the previous Annual
General Meeting. In the opinion of the Board, Shri Sanjay
Sinha and Shri Neeraj Golas possess necessary integrity,
expertise and experience (including the proficiency) which
will be beneficial for the Company's growth.

Smt. Sunita Nair (DIN: 08701609) was re-appointed as an
Independent Director of the Company for a further period
of 5 years with effect from April 01, 2025 on the approval
of members in the previous Annual General Meeting. In the
opinion of the Board, Smt. Sunita Nair possesses necessary
integrity, expertise and experience (including the proficiency)
which will be beneficial for the Company's growth.

Shri Raunak Agarwal, (DIN: 02173330) Executive Director,
retires by rotation at the forthcoming Annual General Meeting
and, being eligible, offers himself for re-appointment in
terms of the provisions of Section 152 of the Companies
Act, 2013.

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

The Board of Directors of the Company has proposed re¬
appointment of Shri Raunak Agarwal (DIN: 02173330) as
Executive Director of the Company for a further period of 3

years with effect from August 01,2025 at the ensuing Annual
General Meeting. The necessary Special Resolution for re¬
appointment of Shri Raunak Agarwal as Executive Director
of the Company has been incorporated in the notice of the
forthcoming Annual General Meeting of the Company along
with brief details about him.

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

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

Independent Directors' Declaration

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

Audit Committee

The primary objective of the Committee is to monitor and
provide effective supervision of the Management's financial
reporting process, to ensure accurate and timely disclosures
with the highest levels of transparency, integrity and quality
of financial reporting. There have been no instances of non¬
acceptance of any recommendation of the Audit Committee.

The Committee members met four times during the
year under review. Details of the meetings are given
in the Corporate Governance Report including the
Committee's composition.

Vigil Mechanism/ Whistle Blower Policy

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

Procedure for Nomination and Appointment
of Directors

The Nomination and Remuneration Committee is
responsible for developing the competency requirements
of the Board, based on the industry and the Company's
individual strategy. The Board's Composition Analysis
reflects an in-depth understanding of the Company's
strategies, environment, operations, financial condition and
compliance requirements.

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

Criteria for Determining Qualifications, Positive
Attributes & Independence of a Director

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

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

Other factors: A transparent Board nomination process is
in place that encourages thought, experience, knowledge,

perspective, age and gender diversity. It is also ensured
that the Board has an appropriate blend of functional
and industrial expertise. While recommending Director
Appointments, the Nomination and Remuneration
Committee considers the manner in which the individual
function and domain expertise will contribute to the overall
skill-domain mix of the Board.

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

Remuneration Policy

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

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

Performance Evaluation

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

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

A separate meeting of Independent Directors to review the
performance of Non-Independent Directors, Committees,
Board, and the Chairman was held on February 11,2025.

The Board of Directors expresses its satisfaction with the
evaluation process.

Directors' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable
accounting standards had been followed along with
proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the
financial year ended March 31, 2025 and of the profit of
the Company for the year;

(iii) they 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;

(iv) they had prepared the annual accounts on a going
concern basis;

(v) they had laid down internal financial controls to
be followed by the Company and such controls are
adequate and operating efficiently;

(vi) they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating efficiently.

Internal Control over Financial Reporting

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

Details of Subsidiaries/ Joint ventures/
Associates

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

Annual Return

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

Auditors' and Auditors' Report

a. Statutory Auditors

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

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

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

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Parikh & Associates, Practising Company
Secretaries for the financial year 2024-25, to undertake
the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended
March 31, 2025 does not contain any qualification,
reservation or adverse remark. The comments
made by the Secretarial Auditors in their report is
self explanatory.

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

c. Cost Auditors and Maintenance of Cost Records

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

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

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

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

Particulars of Employees & Related Disclosures

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

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

Public Deposits

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

Significant and Material Orders passed by
the Regulators

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

Particulars of Loans, Guarantees, Securities
or Investments

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

Related Party Transactions

'Particulars of transactions with Related Parties' pursuant
to Section 134(3Xh) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2
and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions
made by the Company with promoters, key managerial
personnel or other designated persons which may have
potential conflict with interest of the Company at large.

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

Risk Management

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

Corporate Social Responsibility (CSR) Initiatives

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

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

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

The CSR Report, forming part of this Report, is furnished in
Annexure 6.

Corporate Governance & Management Discussion
& Analysis

The Corporate Governance Report and Management's
Discussion & Analysis Report and the Auditor's Certificate
regarding compliance with conditions of Corporate
Governance, forms part of the Annual Report.

Listing Fees

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

Insider Trading Regulations and Code
of Disclosure

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

Secretarial Standards

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

Human Resources

There is a continuous effort to improve the working
environment with focus on employee well-being and
capability building to enable them to perform at their best

for the Company. The Company develops leaders at global
platforms at regular intervals as a part of its commitment
to engage and retain talent. The Company offers robust
leadership development efforts to hone employee skills and
help keep the Company ahead of the curve.

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

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

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

The Company has not received any complaint of sexual
harassment during the financial year 2024-25.

The Company has complied with the provisions relating
to constitution of Internal Complaints Committee under
POSH Act.

Whole Time Director & Chief Financial Officer
Certification

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

Insolvency and Bankruptcy

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

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

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

Acknowledgements

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

On behalf of the Board of Directors
R N Agarwal

Place: Mumbai Chairman & Managing Director

Date: May 28, 2025 DIN: 00176440