Your Directors would like to present the Thirty Seventh
Annual Report on the business and operations of
theCompany together with Audited Financial Statements
for the year ended 31st March, 2025.

FINANCIAL PERFORMANCE

Your Company's Financial Performance during the year
is summarized below:

Consolidated profit for the year includes Share of profit from Associates under
equity method for the amount of Rs. 12.01 Crores in Current Year and Rs. 15.16
Crores in the Previous Year.

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards
(Ind AS) and the financial statements have been
prepared as per the Indian Companies Accounting
Standard Rules, 2015 as amended, as prescribed under
section 133 of the Companies Act, 2013 read with
relevant Rules issued thereunder and the other
Accounting Principles generally accepted in India.

EXPANSION PLAN

We are pleased to inform that to capitalize on emerging
market opportunities, your Board has decided to increase
its production capacity by installing Third line of BOPP
films with a capacity of 36000 MT per annum at Village
Simrai, Mandideep, Distt. Raisen, Madhya Pradesh. The
Project will be financed by way of Term Loan as well as
internal accruals of the Company. The project is expected
to be fully implemented by financial year 2027-2028.On
completion of the said project, Company's Capacity will
stand increased to 96000 MT per annum, which will
enable Company to reap the economies of scale as well
as improve its operational efficiencies.

OPERATIONAL REVIEW AND STATE OF AFFAIRS

We would like to inform you that Company operates in
single segment i.e. Biaxially Oriented Poly Propylene
Films (BOPP films), as such the disclosure requirements
as per Indian Accounting Standard (IndAS108)issued by
the Institute of Chartered Accountants of India, New Delhi
are not applicable to the Company.

Now, we would like to inform you regarding the Salient
features of Company's operational performance during
the year under review on Standalone as well as
consolidated basis which is here under:

(A) Standalone-Financial Performance:-

We are pleased to inform you that during the year
under review, on standalone basis Company
achieved a total income of Rs. 684.87 Crores as
against Rs. 611.62 Crores, showing an impressive
increase of 11.98% over the previous year. Likewise,
Exports at Rs.79.09 crores has also shown an
increase of 7.56% over the previous year. The
Company substantially improved its financial
performance and earned a profit before tax of Rs.
52.36 Crores as against loss of Rs. (11.46) Crores,
showing an impressive increase of 556.89% over the
previous year. After providing Rs. 16.00 Crores for
taxation (including deferred tax), it earned Net Profit
of Rs. 36.36 Crores as against loss of Rs. (8.49)
Crores in the previous year.

(B) Consolidated- Financial Performance/Financial
Statements

The Company has One Associate Company viz. M/s
Nahar Capital and Financial Services Limited as
defined under the Companies Act, 2013. Pursuant to
the requirements of Section 129(3) of the Companies
Act, 2013, the Company consolidated the financial
statements in respect of said Associate Company for
the financial year ended 31^st March, 2025. The report
on the performance and financial position of the
Associate Company as per the Companies Act, 2013
in the Form AOC-1 is annexed to the Financial
Statements for the year ended 31^st March, 2025 as an
Annexure.

On consolidated basis, the Company earned a total
income of Rs. 683.88 Crores against Rs. 610.63 Crores
showing an impressive increase of 12% over the
previous year. It earned a profit before tax of Rs. 51.37
Crores as against loss of Rs. (12.45) Crores showing an
impressive increase of 512.61% over the previous year.
After providing Rs. 16.00 Crores for taxation (including
deferred tax) it earned Net Profit (including Share of Profit
from Associates) of Rs. 47.38 Crores as against Rs. 5.68
Crores in the previous year.

TRANSFER TO RESERVE

During the year Company has not transferred any
amount to the Reserves and thus Company's General
Reserve stands at Rs. 24160.18 lakhs as on 31st March,
2025.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of
the Company during the year under review.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

We are pleased to inform you that your Board in its
meeting held on 28^th May, 2025 has recommended a
dividend of Rs. 1.00/- per equity shares of Rs. 5/- each
(i.e. @ 20%) for the year ended 31^st March, 2025, out of
the profits of the company. The proposal is subject to the
approval of the shareholders at the ensuing Annual
General Meeting to be held on 25^th September, 2025.

The dividend, if approved at the ensuing Annual General
Meeting, will be paid out of free reserves of the Company
to all those shareholders whose names shall appear in
the Register of Members on 5th September, 2025 or
Register of Beneficial Owners, maintained by the
Depositories as at the close of 5th September, 2025.
Further, as per the Finance Act, 2020 dividend income is
taxable in the hands of members w.e.f. April 1,2020 and
the Company is required to deduct tax at source (TDS)
from the dividend payable to the members at the
prescribed rates as per the Income Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) 2015 as amended, a
Dividend Distribution Policy setting out the parameters
and circumstances that will be taken into account by the
Board in determining the distribution of dividend to its
shareholders and/or retaining profits earned by the
Company, is available on the website of the Company at
http://www.owmnahar.com/nahar_polyfilm/pdf/NPF-
dividend_ distribution_policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013
read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, all dividends which remain
unpaid/ unclaimed for a period of seven years shall be
transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central
Government.

Accordingly, the Company has transferred an amount of
Rs. 5,75,413.50/- (Rupees Five Lakhs Seventy Five
Thousand Four Hundred Thirteen and Fifty Paisa only)

being the amount of unclaimed dividend for the year

2016- 17 to the Investor Education and Protection Fund in
November, 2024. Further, unpaid dividend for the year

2017- 18 shall be transferred to Investor Education and
Protection Fund pursuant to Section 124 of the
Companies Act, 2013 in November, 2025. The Company
has also sent letter/notice to the shareholders informing
them to claim the unclaimed dividend from the Company
before transferring the same to the Investor Education
and Protection Fund.

Further, pursuant to the provisions of Section 124(6) of
the Companies Act, 2013 read with Rule 6 of Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended
from time to time, the shares on which dividend has not
been paid or claimed by the shareholders for seven
consecutive years or more is required to be transferred to
the demat account of the IEPF Authority. Accordingly,
during the year under review, the Company has
transferred 41,893 (Forty One thousand Eight Hundred
and Ninety Three) equity shares of Rs. 5/- each, to the
demat account of IEPF Authority having DPID/Client ID:
IN300708/10656671. Details of shares transferred to the
IEPF Authority are available on the website of the
Company and the same can be accessed through the
link: https://www.owmnahar.com/nahar_polyfilm/pdf/
pertaining-to-fy-2016-17.pdf. The said details have also
been uploaded on the website of the IEPF Authority and
the same can be accessed through the link:
www.iepf.gov.in.

Further, shares in respect of unclaimed/unpaid dividend
for seven consecutive years from the financial year 2017¬
18 shall be transferred to Investor Education and
Protection Fund pursuant to IEPF Rules in November,
2025. The Company has sent letter to the shareholders
and published the Notice in the Newspaper informing
them to claim the unclaimed dividend from the Company
at the earliest. The list containing the details of shares
alongwith unclaimed/unpaid dividend for seven
consecutive years to be transferred to the IEPF Authority
are available on Company's website at https://www.
owmnahar.com/nahar_polyfilm/pdf/pertaining-to-fy-
2017-18.pdf.

The shares as well as unclaimed dividends transferred to
IEPF Authority can be claimed back by making an
application to the IEPF Authority in e-Form IEPF-5 as per
procedure provided under Rule 7 of the IEPF Rules.
Concerned members/investors are advised to visit the
weblink: https://www.mca.gov.in/content/mca/global/en/
foportal/fologin.html for refund of shares and/or dividend
from the IEPF Authority.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their
declaration to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI
(LODR) Regulations, 2015.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors. In
the opinion of the Board, all Independent Directors hold
high standards of integrity and possess requisite
qualifications, experience and expertise as required to
discharge their duties as Independent Directors with an
objective independent judgment and without any external
influence. All the Independent Directors have confirmed
that they are in compliance with Rules 6 of the
Companies (Appointment and Qualification of Directors)
Rules 2014, with respect to registration with the data
bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement of Directors

Pursuant to provisions of section 152(6) of the
Companies Act, 2013 and Article 117 of Article of
Association of the Company, Mr. Jawahar Lal Oswal
(DIN: 00463866) and Mr. Dinesh Oswal (DIN:
00607290), will be retiring by rotation at the ensuing
Annual General Meeting and being eligible, offers
themselves for re-appointment. The Board
recommends their re-appointment to the members of
the Company at the ensuing Annual General
Meeting.

(B) Cessations /Appointments of Independent
Directors/Reappointments

During the year under review, Dr. Rakesh Kumar
Jindal (DIN: 03602606) Independent Director
resigned from the Company w.e.f. 16^th July, 2024.
The Board places on record its appreciation for
valuable services rendered by him. Dr. Pankaj Goel
(DIN: 10724108) was appointed as Independent
Director of the Company w.e.f. 12^th August, 2024 to
hold office for five consecutive years for a term i.e.
upto August 11,2029.

(C) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Sambhav Oswal
(Managing Director), Mr. Satish Kumar Sharma
(Executive Director), Mr. Rakesh Kumar Jain (Chief
Financial Officer) and Ms. Priya (Company
Secretary) are Key Managerial Personnel

(hereinafter referred as KMP) of the Company for the
Financial Year 2024-25.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandate
that a Formal Annual Performance Evaluation is to be
made by Board of its own performance and that of its
Committee and individual Directors. Schedule IV of the
Companies Act, 2013 states that performance evaluation
of the Independent Director shall be done by Directors
excluding the Director being evaluated.

The Board carried out a formal Annual performance
evaluation of its own performance and that of its
committees and individual Directors as per the criteria
laid down by the Nomination and Remuneration
Committee of the company and adopted by the Board.
The evaluation was carried out through a structured
evaluation process to evaluate the performance of
individual directors including the Chairman of the Board.
They were evaluated on parameters such as their
education, knowledge, experience, expertise, skills,
behaviour, leadership qualities, level of engagement and
contribution, independence of judgment, decision
making ability for safeguarding the interest of the
Company, stakeholders and its shareholders. The
performance evaluation of the Independent Directors
was carried out by the entire Board. The performance
evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors.
The outcome of the Board Evaluation for the Financial
Year 2024-25 was discussed by the Nomination and
Remuneration Committee at the meeting held on 27^th
May, 2025 and the Board at their meetings held on 28^th
May, 2025. The Board was satisfied with the evaluation
process and the approved the evaluation results thereof.

CORPORATE POLICIES

The Securities and Exchange Board of India (SEBI), on
September 2, 2015, issued SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. As per the
said regulations, the listed companies are required to
formulate certain policies. As good corporate the
company has already formulated several corporate
governance policies and the same are available on the
Company's website i.e.www.owmnahar.com. The said
policies are reviewed periodically by the board to make
them in compliance with the new Regulations/
requirements.

The Company has adopted certain policies, the details of
which are given as follows:

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and
Remuneration Committee has framed a policy for
Appointment and Remuneration of Directors, Senior
Management and other employees as provided under
section 178(3) of the Companies Act, 2013. The
Objective of the Policy is to have an appropriate mix of
Executive, Non-Executive and Independent Directors
meet independence of Directors. The present strength of
the Board as on the date is 12 (twelve) Directors. Mr.
Jawahar Lal Oswal is Non-Executive Chairman. He is
also one of the promoters of the Company. Mr. Sambhav
Oswal is Managing Director and Mr. Satish Kumar
Sharma is Executive Director of the Company. There are
Four Non-Executive Directors and Six Independent
Directors out of which Dr. Manisha Gupta and Dr. Prem
Lata Singla are Independent Woman Directors of the
Company.

The Company's Policy of appointment and Remuneration
includes criteria for determining Qualification, Positive
Attributes, Independence of Directors and Other matters, as
required under sub section 3 of Section 178 of the
Companies Act, 2013. The Policy also laid down the criteria
for determining the remuneration of directors, key

managerial personnel and other employees. The
Appointment and Remuneration policy of the Company is
available on the Company's website and can be accessed at
http://www.owmnahar.com/nahar_polyfilm/pdf/NPFLAPPOI
NTMENTAND REMUNERATION POLICY.pdf. There has
been no change in the Policy since the last financial year.
We affirm that the remuneration paid to the directors is as
per the terms laid out in the Nomination and Remuneration
Policy of the Company.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Company's Independent Directors held their meeting
on November 11, 2024 without the attendance of Non
Independent Directors and members of the
management. All Independent Directors were present at
the meeting and at the meeting, they:

i. Reviewed the performance of non-Independent
directors and the Board as a Whole;

ii. Reviewed the performance of the Chairperson of the
Company, taking into account the views of Executive
Directors and Non- Executive Directors;

iii. Assessed the quality and timeliness of the flow of
information between the Company's management
and the Board which is necessary for the Board to
effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMS FOR BOARD
MEMBERS

The company at the time of appointing a Director, issues
a formal letter of appointment which inter alia, explains
the role, functions, duties and responsibilities expected
from him/her as a Director of the Company. All
Independent Directors are provided with all
policies/guidelines as framed by the Company under
various statutes and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to
familiarize with Company's procedure and practices.
Further, to update them on the regular basis, the
Company provides copies of all amendments in
Corporate Laws, Corporate Governance Rules and SEBI
(Listing Obligation and Disclosure Requirements)
Regulations, 2015. They were also informed regarding
the recent amendments in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, SEBI
various regulations and recent amendments in the
Companies Act, 2013.The details of Company's Policy on
Familiarization Programs for Independent Directors are
posted on the website of the Company and can be
assessed at https://www.owmnahar.com/nahar
_polyfilm/pdf/familiarization-program_2025.pdf

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors met
four times i.e. 29^th May, 2024, 12^th August, 2024, 12^th
November, 2024 and 3^rd February, 2025 with a

predefined agenda circulated well in advance. The
intervening gap between the Meetings was as per the
period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS AGREEMENTS
WITH RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of Bi¬
Axially Oriented Polypropylene Films (BOPP) for which,
sometimes the Company purchases Export Entitlement
Licenses i.e DEPB, RODTEP Licenses from group
company(s) which are in the ordinary course of business
at Arm's length basis and are in compliance with the
applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are no materially significant
related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict of interest with the
Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the
Companies Act, 2013 read with the Rule 8 of the
Companies (Accounts) Rules, 2014. However, the
transactions entered into with the Group Companies
during the year under review, has been given as Notes to
the financial statements in accordance with the
Accounting Standards.

The Company has not entered into any contract or
arrangement with the related parties as referred in
Section 188(1) of the Companies Act, 2013. Thus, the
requirement for disclosure of particulars of contracts or
arrangement with related parties referred to in Section
188(1) is not applicable. However, as per Company's
policy, all the Group Companies transactions regarding
sales/purchase etc. are placed before the Audit
Committee as well as the Board, for their information and
approval.

MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

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

SHARE CAPITAL

The Paid up equity share capital of the Company as on
31st March, 2025 is Rs. 1229.40 Lakhs. During the year
under review, the Company has neither issued shares
with differential voting rights as to dividend, voting or
otherwise nor granted stock options or sweat equity
under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations in future.

PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 form part of the Notes to the Financial
Statements provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company adopted CSR Policy and decided to
undertake CSR activities in collaboration with Group
Companies under one umbrella i.e. through Oswal
Foundation, which is a Registered Society formed in
2006, having its charitable objects in various fields. The
details of the CSR Policy are available on the company's
website i.e. www.owmnahar.com. The disclosure relating
to the CSR activities pursuant to Section 134(3) of the
Companies Act, 2013 read with Rule 9 of the Companies
(Accounts) Rules, 2014 and Companies (Corporate
Social Responsibility) Rules, 2014 as amended, is
annexed hereto as “Annexure I” and forms part of this
Report.

COMMITTEES OF THE BOARD

The compositions of the committees as on 31st March,
2025 are as under:-

AUDIT COMMITTEE

As required under Section 177 of the Companies Act,
2013, Company has already constituted an Audit
Committee consisting of three Non-executive Directors
under the Chairmanship of Dr. Roshan Lal Behl, Mr.
Dinesh Gogna and Dr. Manisha Gupta as members as on
31st March, 2025. Ms. Priya is the Secretary of the
Committee. The Committee held four meetings during
the year under review. During the year under review, the
Board has accepted all the recommendations of the Audit
Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014, the Company
established a Vigil Mechanism process as an extension
of Company's Code of Conduct whereby any employee,
directors, customers, vendors etc., can report the
genuine concerns or grievances to the members of the
Committee about unethical behaviour, actual or
suspected, fraud or violation of Company's Code of
Conduct so that appropriate action can be taken to
safeguard the interest of the Company. The Mechanism
also provides for adequate safeguards against
victimization of persons who uses such mechanism. The
mechanism provides direct access to the chairperson of
the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy/Vigil Mechanism is also
posted on Company's Website. The Company has a
dedicated e-mail address i.e. whistleblowernpfl@
owmnahar.com for reporting the genuine concerns. The
Whistle Blower Policy/Vigil Mechanism is also updated
on Company's Website and can be accessed at
https://www.owmnahar.com/nahar_polyfilm/pdf/Whistle
_Blower_Policy_2025.pdf. The Audit Committee
regularly reviews the working of the Mechanism. No
complaint was received during the year under review.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES
COMPANY

The Company does not have any Subsidiary or joint
venture company. The Company has only one associate
company i.e. M/s Nahar Capital and Financial Services
Limited. No Company has become or ceased to be the
Associate Company of the Company during the year
under the review.

CREDIT RATING

We are pleased to inform you that M/s CARE Ratings vide
their mail dated 05 March, 2025 has intimated us about
the credit rating assigned to the Company which is as
follows:

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a
“Green Initiative in the Corporate Governance” by
allowing paperless compliances by the companies.
Further, as per the provisions of Companies Act, 2013,
the Company may send financial statements and other
documents by electronic mode to its members. Your
Company has decided to join the MCA in its
environmental friendly initiative.

Accordingly, henceforth Company propose to send
documents such as Notice of the General Meetings,
Annual Report and other communication to its
shareholders via electronic mode to the registered e- mail
addresses of shareholders. To support this green
initiative of the Government in full measure, shareholders
are requested to register/update their latest e-mail
addresses with their Depository Participant (D.P.) with
whom they are having Demat A/c. or send the same to the
Company via e-mail at:-secnel@owmnahar.com or
gredressalnpfl@owmnahar.com. We solicit your
valuable co-operation and support in our endeavour to
contribute our bit to the Environment.

LISTING OF SECURITIES

The securities of the Company are listed on the
following Stock Exchanges:

1. The BSE Ltd.

25^th Floor, PhirozeJeejeebhoy Towers, Dalal Street,
Mumbai- 400001

2. The National Stock Exchange of India Ltd.

Exchange Plaza, 5th Floor, Plot No.C/1, G-Block,
Bandra-Kurla Complex, Bandra (E), Mumbai-
400051

The company has paid listing fee to both the Stock
Exchanges for the financial year 2025-26.

DEMATERIALIZATION OF SECURITIES

Your company has already established connectivity with
both the Depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Ltd (CDSL) to facilitate the holding and trading of
securities in electronic form. As on31st March, 2025,
97.68 % of the total Equity Share Capital has been de-
materialized. The shareholder(s) who has not

dematerialized their shares till date are requested to opt
for dematerialization of the shares at the earliest.

Pursuant to Regulation 40 (1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
requests for effecting transfer of securities shall not be
processed unless the securities are held in
dematerialized form with the Depository. Hence, all
members, who are holding equity shares in physical form,
are requested to go in for dematerialization of securities
at the earliest.

Further, the Company has appointed M/s Alankit
Assignments Ltd., as Registrar for Share Transfer and
Electronic connectivity. Accordingly all the shareholders,
Investors, Members of the Stock Exchanges, Depository
Participants and all other concerned are requested to
send all communication in respect of share
transfer/transmission, demat/remat, change of address
etc. to our registrar at below mentioned address:

M/s Alankit Assignments Ltd.

(Unit: Nahar Poly Films Limited)

“Alankit House”, 4E/2,

Jhandewalan Extension
New Delhi-110055
Telephone No: 011-23541234
Fax No.: (011) 23552001
E-mail ID:rta@alankit.com

Special Window for Re-Lodgement of Transfer
Requests: SEBI vide its Circular No. SEBI/HO/MIRSD/
MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025,
opened a one-time special window from July 07, 2025 to
January 06, 2026 for physical shareholders, where the
original share transfer requests were lodged prior to April
01, 2019 and were returned or rejected due to
deficiencies in documentation, process or any other
reason, to submit re-lodgement requests. The shares re¬
lodged for transfer will be processed only in
dematerialized form during this window. Eligible
shareholders may submit their transfer requests
alongwith the requisite documents to the Company's
Registrar and Share Transfer Agent within the stipulated
period.

In case any query/complaint remains unresolved with our
Registrar please write to Company Secretary at Email ID:
secnel@owmnahar.com or at the Registered Office of the
Company.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy.
The Policy aims to identify, evaluate manage and monitor
all types of risks which are associated with the business
of the Company. The Board as well as Audit Committee

regularly overseas the risk management process in the
Company, as required under 134(3)(n) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Company is
engaged in the manufacture of BOPP Films and has
identified certain risks which may affect the performance
of the Company. These include operational risks such as
fluctuation in the prices of the raw materials fluctuation in
foreign exchange rates, Labour problems, regulatory
risks, Government Policy etc. We are of the opinion that
none of identified risk is such that which may threaten the
existence of the Company.The Risk Management Policy
is also updated on Company's Website and can be
accessed at https://www.owmnahar.com/nahar
_polyfilm/pdf/risk-management-policy.pdf

In compliance with the provisions of Regulation 21 of
SEBI (LODR) (Second Amendment) Regulations, 2021
the company has also formed a Risk Management
Committee to frame, implement and monitor the risk
management plans for the Company. The Risk
Management Committee comprises of three Directors
under the chairmanship of Mr. Sambhav Oswal,
Managing Director and Dr. Anchal Kumar Jain and Dr.
Prem Lata Singla, Independent Directors of the Company
are other two members of the Committee. The Committee
is responsible for monitoring and reviewing the risk
management policies and ensuring its effectiveness. The
Risk Management Committee met two times during the
year under review i.e. on 10^th April, 2024 and 16^th October,
2024.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the
financial statements for the year under review, confirm in
their entirety to the requirements of the Companies Act,
2013. Pursuant to Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their
knowledge & ability, confirm that:

i) that in preparation of the Annual Accounts, the
applicable accounting standards had been followed
alongwith proper explanations relating to material
departures, if any;

ii) that 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 end of the financial year and of the
profit and loss of the Company for the period;

iii) that they have taken proper and sufficient care for
maintenance of adequate accounting records in
accordance with provisions of the Companies Act,

2013 for safeguarding the assets of the Company
and for preventing and detecting any fraud and other
irregularities;

iv) that they have prepared Annual Accounts on a going
concern basis;

v) that they have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and are operating
effectively; and

vi) that they have devised proper systems to ensure
compliances with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

AUDITORS & AUDITOR'S INDEPENDENT REPORT

(A) Statutory Auditors

We wish to inform you that M/s YAPL & Co, Chartered
Accountants, Firm Registration No (017800N), were
appointed as Statutory Auditor of the Company by the
Members, for a term of five years starting from the
conclusion of the 34th Annual General Meeting till the
conclusion of the 39th Annual General Meeting of the
Company in the calendar year 2027.

M/s YAPL & Co, Chartered Accountants, have given
declaration to the effect that they have not incurred any
disqualification as mentioned under Section 141(3) of the
Companies Act, 2013 after their appointment as Statutory
Auditors of the Company.

Audit Report

The Statutory Auditors have submitted the Audit Report
on the Standalone as well as Consolidated Accounts of
the Company for the Accounting year ended on 31st
March, 2025. There were no qualifications, reservations,
adverse remarks or disclaimers in the Report. The
observations and comments given by Auditors in their
Report read together with the Notes to the Accounts are
self-explanatory and require no comments.

No frauds were reported by the Auditors under Section
143(12) of the Companies Act, 2013.

(B) Cost Auditors

We would like to inform you that the Ministry of Corporate
Affairs vide its Notification dated 31st December, 2014
amended Companies (Cost Records and Audit) Rules,
2014, pursuant to which, the Company's business
activities have been included within the purview of Cost
Audit requirement. Accordingly,the Board of Directors on
the recommendation of Audit Committee appointed M/s
Khushwinder Kumar & Associates, Cost Accountant, as
Cost Auditors of the Company for financial year 2025-26

and has fixed a remuneration of Rs. 55000/- subject to the
ratification of the members as per the provision of Section
148(3) of the Companies Act, 2013 and Rules 14 of the
Companies (Audit and Auditors) Rules, 2014,
Accordingly, a resolution for the ratification of the
remuneration of the Cost Auditor by the shareholders at
the ensuing Annual General Meeting is being proposed
for your approval.

Cost Audit Report

The Cost Auditors have conducted Cost Audit for the
Financial Year ended 31st March, 2025. There were no
observations (including any qualification, reservation,
adverse remark or disclaimer) in their Cost Audit Report
that may call for any explanation from the Directors.

(C) Secretarial Auditor

In compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 the
Board, based on recommendation of the Audit
Committee, has approved the appointment of Mr. P.S.
Bathla, proprietor of M/s. P.S. Bathla and Associates,
Peer Reviewed Company Secretary in Practice,
Ludhiana having Certificate of Practice Number 2585, as
Secretarial Auditor of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the shareholders of the
Company at the ensuing AGM. He has expressed his
willingness for appointment as Secretarial Auditor of the
Company and has given a written consent and confirmed
that he is not disqualified and is eligible to be appointed as
Secretarial Auditor in terms of Regulation 24A of the
Listing Regulations read with SEBI circular no. SEBI/HO/
CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024. The Resolution for his appointment has been
proposed for your approval in the accompanying Notice.

Secretarial Audit Report

M/s. P.S. Bathla & Associates, Practicing Company
Secretary have carried out the secretarial Audit for the
financial year ended 31st March, 2025 and submitted
their Secretarial Audit Report in the form MR-3 as
annexed herewith this report as 'Annexure II' and forms
part of this report.

The Report is self explanatory and requires no
comments.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, No frauds were reported by
the Statutory Auditors and the Secretarial Auditor under
Section 143(12) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014.

SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards i.e SS1 and SS2 relating to
Meeting of Board of Directors and General Meetings,
respectively, issued by the institute of Company
Secretaries of India.

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company is maintaining an efficient and effective
system of Internal Financial Control for the facilitation of
speedy and accurate compilation of financial statements.
The Company's Internal Financial Control System is
designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in
financial reporting and compliances with procedures,
laws and regulations.

The Internal Audit Reports are discussed with the
Management and are reviewed by the Audit Committee of
the Board which also reviews the adequacy and
effectiveness of the internal controls in the Company. The
Company's internal Financial Control system
commensurate with the nature of its business and the
size of its operations. In order to further strengthen the
internal control system and to automate the various
processes of the business, the company is making use of
SAP S4 HANA application, which is based on SAP Hana
database. It keeps all the data processing that is
magnitude faster than that of disk based system, allowing
for advanced, real time analytics.

Pursuant to the provisions of section 138 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Company has appointed M/s Piyush
Singla & Associates, a firm of Chartered Accountants as
Internal Auditor of the Company. The Company is also
having an Internal Audit Department to test the adequacy
and effectiveness of Internal Control Systems laid down
by the management and to suggest improvement in the
systems.

Apart from the above, an Audit Committee consisting of
three non-executive directors has been constituted. All
the significant audit observation and follow up action
thereon are taken care of by the Audit Committee. The
Committee oversees the adequacy of Internal Control.
The Audit Committee met four times during the financial
year 2024-25. The Company has also established a Vigil
Mechanism as per Section 177(9) of Companies Act,
2013 read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014.

ANNUALRETURN

As provided under Section 92(3) and 134(3) (a) of the Act,
read with Rule 12 of Chapter VII, Companies

(Management and Administration) Amendment
Rules,2020, Annual Return in Form MGT-7 for FY 2024¬
25 is uploaded on the website of the Company and can be
accessed at https://www.owmnahar.com/nahar_polyfilm
/pdf/Annual-Return-2024-2025.pdf

PUBLIC DEPOSITS

During the year under review, the company has not
accepted any Public Deposits within the meaning of
section 73 of the Companies Act,2013 and the rules
framed there under. There is no outstanding/unclaimed
deposit from the Public. However, the information as
required under Rule 8 of the Companies (Accounts)
Rules, 2014 is given hereunder:-

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of
the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of
employees of the Company is annexed as “Annexure IN”
and form part of this report.

In terms of section 197(14) of the Companies Act, 2013,
the Company does not have any Holding Company.
However, the details regarding remuneration received by
Managing Director is also given in “Annexure III” and form
part of this report.

Pursuant to the provisions of Section 197(1) of the
Companies Act 2013 as amended from time to time, the
Company got approval of shareholders vide special
resolution passed in the 34th Annual General Meeting of
the Company and re-designated Mr. Sambhav Oswal as
an Managing Director w.e.f. 1st September, 2022 to 30th
June, 2025 i.e. till the Completion of his present tenure.
Mr. Sambhav Oswal is 32 years of age. He has done his
graduation in Business Administration from University of
Southern California, USA. Before joining the Company,
he was employed with Nahar Spinning Mills Limited. He
has business experience of more than 11 years in the
areas of Marketing, Exports, Finance and Corporate
Affairs. During the year under review, Mr. Sambhav
Oswal, Managing Director of the Company has been paid
a remuneration of Rs. 9,94,50,000/- (Rupees Nine

Crores Ninety Four Lakh Fifty Thousand only) in the
financial year 2024-25 and Commission of Rs. 98,00,000
(Rupees Ninety Eight Lakhs only). His shareholding in
the Company is 38100 equity shares of Rs.5/- each. He is
related to Mr. Jawahar Lal Oswal, Chairman, Mr. Dinesh
Oswal, Director, and Mr. Kamal Oswal, Director of the
Company and Ms. Ritu Oswal, CSR Advisor of the
Company.

No other employee was in receipt of remuneration
exceeding the limits as provided under Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment
for women at workplace and has adopted a policy against
sexual harassment in line with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed
thereunder.During the financial year 2024-25, the
Company has not received any complaints on sexual
harassment and hence, no compliant remains pending as
on 31^stMarch, 2025.

To build awareness regarding sexual harassment, rights
of the women under the POSH Act and reporting of
complaints as per Company's policy, the Company has
conducted seminars under POSH Act during the year
under review.

APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 during the year
under review.

INFORMATION OF ONE-TIME SETTLEMENT FOR
LOANS TAKEN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

There is no instance of one-time settlement with any
Bank or Financial Institution during the financial year
2024-25, so the requirement to disclose the details of the
difference between the amount of the valuation done at
the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial
Institutions along with the reasons thereof, is not
applicable to the Company.

COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of
Maternity Benefits Act, 1961 during the year under
review.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The detailed information as required under section
134(3) of the companies Act, 2013 read with Sub rule 3 of
the Rule 8 Companies (Accounts) Rules, 2014, is
enclosed as per 'Annexure IV' and forms part of this
report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good
Corporate Governance. The company has already
constituted several committees of directors to assist the
Board in good Corporate Governance. The Corporate
Governance Report along with the Auditors Certificate
regarding compliance of the conditions of the Corporate
Governance as stipulated in Part C of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached herewith as 'Annexure V'
and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year under review as stipulated under the Regulation
34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is enclosed as per
'Annexure VI' and forms the part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Business Responsibility and Sustainability Report for the
year ended 31st March, 2025 describing the initiatives
taken by the listed entity from an environmental, social
and governance perspective in the format as specified by

the Board as required under Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is uploaded on the website of the
Company and can be accessed at https://www.
owmnahar.com/nahar_polyfilm/pdf/BRSR-2024-25.pdf.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company recognizes human resource as its most
valuable asset and it has built an open, transparent and
meritocratic culture to nurture this asset. The Company is
of firm belief that the Human Resources are the driving
force that propels a Company towards progress and
success. The Company has a team of able and
experienced professionals to look after the affairs of the
Company. The Company's employees at all levels have
extended their whole hearted cooperation for the
excellent performance of the Company.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on
record their thanks and appreciation to all workers, staff
members and executives for their contribution to the
operations of the Company. The Directors are thankful to
the Bankers, Financial Institutions for their continued
support to the Company. The Directors also place on
record their sincere thanks to the shareholders for their
continued support, cooperation and confidence in the
Management of the Company

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL
PLACE : LUDHIANA (CHAIRMAN)

DATED: 31^st JULY, 2025 (DIN: 00463866)