Your Directors are pleased to present the 32nd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2025.
Financial Results
Particulars
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Year ended March 31, 2025
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Year ended March 31, 2024
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Revenue from Operations and Other Income
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1,69,042.83
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1,30,075.14
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Finance Costs
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6,091.19
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1,054.19
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Other Expenses
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1,54,798.66
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1,11,516.46
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Profit after Finance Costs and Other Expenses but before Depreciation and Taxation
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8,152.98
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17,504.49
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Depreciation
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6,557.36
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3,741.27
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Profit before Tax
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1,595.62
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13,763.22
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Provisions for Taxation
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(701.59)
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2,232.07
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Deferred Tax
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532.11
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(1,015.14)
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Net Profit for the year
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1,765.10
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12,546.29
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Other Comprehensive Income (Net of Tax)
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4.86
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(80.42)
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Total Comprehensive Income
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1,769.96
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12,465.87
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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 34th 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
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