Your Directors have immense pleasure in presenting the
TWENTIETH ANNUAL REPORT on the affairs of the
Company for the financial year ended March 31,2025.
FINANCIAL PERFORMANCE

Your Company's financial performance during the year is
summarized below:

INDIAN ACCOUNTING STANDARD

The financial statements have been prepared in
accordance with the Indian Accounting Standards (Ind-
AS) as notified by Ministry of Corporate Affairs (MCA)
under Section 133 of the Companies Act, 2013 read with
the Companies (Indian Accounting Standards) Rules,
2015 as amended and other relevant provisions of the Act
and applicable guidelines issued by the Reserve Bank of
India (RBI). The financial statements have been prepared
in accordance with the format prescribed for a Non¬
Banking Financial Company (NBFC) in compliance of the
Companies (Indian Accounting Standards) Rules, 2015,
in Division III of Notification No. GSR 1022 (E) dated
October 11, 2018, issued by the Ministry of Corporate
Affairs.

FINANCIAL PERFORMANCE REVIEW AND STATE OF
AFFAIRS

We would like to inform you that the Company has been
operating under two segments namely; Investment/
Financial Activities and Real Estate Segment as per Ind-
AS 108 'Operating Segments'. The Company has made
reporting of both the segments i.e. Investment/Financial
Activities and Real Estate Activities in the financial
statements for the year ended March 31,2025.

Before reviewing overall performance of the company,
we would like to brief you regarding the working
performance of each segment, which is as under:-
INVESTMENT/FINANCIAL SEGMENT
The Company's primary business activities are
'Investment/Financial Activities' comprising of Long

Term/Strategic Investments and Short Term / Trading
Investments. Besides, the Company's business activities
also include lending activities which is primarily to Group
Companies and Affiliates. The Company makes
investments in equity and debt securities, both in Primary
and Secondary Market directly as well as through Mutual
Funds, Portfolio Management Services, Alternative
Investment Funds etc. During the year under review, the
Company achieved net revenue of Rs. 4367.26 Lakhs as
compared to Rs. 4983.16 Lakhs in the previous year and
earned a Profit (before tax and finance cost) of Rs.
4013.81 Lakhs as compared to Rs. 4710.75 Lakhs in the
previous year from investment/financial activities.

REAL ESTATE SEGMENT

We would like to inform you that during the year under
review under the real estate segment, the Company
achieved net revenue of Rs. 568.83 Lakhs as compared
to Rs. 622.87 Lakhs in the previous year and earned a
Profit (before tax and interest cost) of Rs. 448.65 Lakhs
as compared to Rs. 506.12 Lakhs in the previous year.
OVERALL PERFORMANCE

During the FY 2024-25, the financial markets of India as
well as globally, remain highly volatile due to India Lok
Sabha elections, US Elections, geopolitical tensions, FII
outflows and central banks' policies, affecting the overall
investment profitability in general but your Company
performed reasonably during the year as enumerated in
the table given above. Also, management's balanced
approach towards portfolio management, diversification
and its continuous review and timely actions has enabled
it to get early warning signals and to make appropriate
investment decisions from time to time. We would brief
you regarding the financial performance of the Company
on standalone as well as consolidated basis, which is as
under:-

STANDALONE FINANCIAL PERFORMANCE

On standalone basis, the Company earned
operating/other income of Rs. 4936.09 Lakhs in the
current year as against Rs. 5606.03 Lakhs in the previous
year. It earned a profit before tax of Rs. 3821.33 Lakhs for
the year ended March 31, 2025 as against Rs. 4642.36
Lakhs in the previous year ended March 31,2024.
CONSOLIDATED FINANCIAL PERFORMANCE
Pursuant to the requirements of Section 129(3) of the
Companies Act, 2013, the Company has consolidated
the Financial Statements for the year ended March 31,
2025 in respect of its Associate Companies namely; M/s.
Nahar Spinning Mills Ltd. and M/s. Nahar Poly Films Ltd.
On consolidated basis, the Company earned
operating/other income of Rs. 4648.89 Lakhs during the
year under review as against Rs. 5177.71 Lakhs in the
previous year. It earned a net profit after tax of Rs.
4981.22 Lakhs for the year ended March 31, 2025 as
against Rs. 1176.57 Lakhs in the previous year ended

March 31,2024.

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 20
Crores to the General Reserve during the year under
review and thus Company's General Reserve stands
increased to Rs. 638.21 Crores as on March 31,2025.
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
The Board, considering the Company's performance for
the financial year ended March 31, 2025, has
recommended a dividend of Rs. 1.50/- (i.e. 30%) per
equity shares of Rs. 5/- each on paid up equity share
capital for the year ended March 31,2025. The proposal
is subject to the approval of shareholders at the ensuing
Annual General Meeting to be held on September 25,
2025. The total dividend involved a cash outflow of Rs.
251.19 Lakhs.

The dividend, if approved at the forthcoming Annual
General Meeting, will be paid out of the profits of the
Company for the year under reference to all those
shareholders whose name shall appear in the Register of
Members as on September 5, 2025 or Register of
Beneficial Owners, maintained by the Depositories as at
the close of September 5, 2025. Further, as per the
Finance Act, 2020 dividend income is taxable in the
hands of members 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, 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://owmnahar.com/nahar_cf/pdf/Dividend_Distributio
n_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.4,56,906.00/- (Rupees Four Lakhs Fifty Six Thousand
Nine Hundred and Six 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 (IEPF Rules), 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 10,439 (Ten Thousand
Four Hundred Thirty Nine) 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://owmnahar.com/
nahar_cf/pdf/List-of-Shareholders-2016-17.pdf.

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 the website of the Company at
https://owmnahar.com/nahar_cf/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
access the web link: https://www.mca.gov.in/content/
mca/global/en/foportal/fologin.html for filing e-Form
IEPF-5 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 Director with an
objective independent judgment and without any external
influence. All the Independent Directors have confirmed
that they are in compliance with Rule 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

• Re-appointment of Directors

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and Article 117 of the Articles of
Association of the Company, Mr. Dinesh Gogna (DIN:
00498670) and Mr. Satish Kumar Sharma (DIN:
00402712), Non-executive Directors of the
Company, will be retiring by rotation at the ensuing
Annual General Meeting and being eligible, offered
themselves for re-appointment. The Board has
recommended their re-appointment to the members
of the Company at the ensuing Annual General
Meeting.

Further, the first term of office of Dr. Roshan Lal Behl
(DIN: 06443747), as Independent Director of the
Company, will expire on September 29, 2025. The
Board, on the recommendation of Nomination and
Remuneration Committee and on the basis of report
of performance evaluation, has decided to re-appoint
Dr. Roshan Lal Behl (DIN: 06443747), as an
Independent Director for a second term of five
consecutive years w.e.f. September 30, 2025 upto
September 29, 2030. The necessary resolution for
his re-appointment has been proposed in the
accompanying Notice for your approval.

• Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Dinesh Oswal (DIN:
00607290), Managing Director, Mr. Hans Raj Kapoor,
Chief Financial Officer and Mrs. Anjali Modgil,
Company Secretary, are the Key Managerial
Personnel (hereinafter referred as KMP) of the
Company. There has been no change in the KMP
since the last fiscal year.

FIT AND PROPER POLICY

The Directors have adopted a 'Fit and Proper' Policy for
ascertaining the 'fit and proper' criteria to be adopted at
the time of appointment of directors and on a continuing
basis, pursuant to the Non Banking Financial Companies
- Corporate Governance (Reserve Bank) Directions,
2015 issued by the Reserve Bank of India.

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 Evaluation is to be made by Board of
its own performance and that of its Committees and
individual Directors. Schedule IV of the Companies Act,
2013 states that performance evaluation of the
Independent Directors shall be done by Directors
excluding the Director being evaluated.

The Board carried out a formal annual performance
evaluation as per the criteria/framework laid down by the
Nomination and Remuneration Committee of the
Company and adopted by the Board. The evaluation was
carried out through structured evaluation process to
evaluate the performance of individual Director including
the Chairman of the Board. They were evaluated on
parameters such as their education, knowledge,
experience, expertise, skills, bahaviour, leadership
qualities, level of engagement and contribution including
attendance at Board and Committee Meetings,
independence of judgement, 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 Fiscal 2025 was discussed by the
Nomination and Remuneration Committee at the Meeting
held on May 27, 2025 and the Board at its Meeting held on
May 28, 2025.

The Board was satisfied with the evaluation process and
approved the evaluation results thereof.

CORPORATE POLICIES:

As per SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the listed companies
are required to formulate certain policies. As a 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 compliant with the
new Regulations/requirements.

The policies, adopted by the company are given
hereunder:

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.
The present Board consists of ten members. Mr. Jawahar
Lal Oswal (DIN: 00463866) is a Non-Executive
Director/Chairman. Mr. Dinesh Oswal (DIN: 00607290) is
a Managing Director. There are four Non Executive
Directors and five are Independent Directors out of which
one Director namely; Dr. Manisha Gupta (DIN:
06910242) is a woman Independent Director on the
Board.

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 Nomination & Remuneration
Policy of the Company is available on the Company's
website and can be accessed at http://owmnahar.com/
nahar_cf/pdf/NAHARCAPAPPOINTMENTANDREMUN
ERATIONPOLICY.pdf. There has been no change in the
Policy since the last fiscal 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.

BOARD MEETINGS

During the year under review, the Board of Directors of
the Company met four times i.e. May 29, 2024, August
12, 2024, November 12, 2024 and February 3, 2025 with
a predefined agenda circulated well in advance. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Company's Independent Directors met on November
11, 2024, without the attendance of Non-Independent
Directors and members of Management. All the
Independent Directors were present at the meeting. 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
Director and Non-Executive Directors;

iii. Assessed the quality, quantity and timeliness of flow
of information between the Company 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 the
Independent Directors are provided with all the
Policies/Guidelines as framed by the Company under
various statutes and SEBI Regulations, to familiarize
them with Company's procedures and practices. Further,
to update them on a regular basis, the Company provides
copies of all the amendments in Corporate Laws,
Corporate Governance Rules, RBI Directions and SEBI
Regulations. The details of Company's Policy on
Familiarization Programs for Independent Directors are
posted on the website of the Company and can be
accessed at: https://owmnahar.com/nahar_cf/
pdf/familiarization-program-2024-25.pdf.

PA R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, transactions entered into
with Related Parties/ Associate Companies are given in
the Notes to the Financial Statements which were in the
ordinary course of business at arm's length basis and in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. No

any contract or arrangement was entered into with the
Related Parties as per Section 188(1) of the Companies
Act, 2013 during the financial year ended March 31,
2025. Accordingly, the disclosure of contracts or
arrangement with related parties referred to in Section
188(1) as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable to
the Company. However, as per Company's policy, all the
transactions with the Related Parties are placed before
the Audit Committee as well as the Board, for their
information and approval.

We would like to inform you that during the year, no
material related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the Company at large.

MASTER DIRECTION - RESERVE BANK OF INDIA
(NON-BANKING FINANCIAL COMPANY - SCALE
BASED REGULATION) DIRECTIONS, 2023

In accordance with the Reserve Bank of India (Non¬
Banking Financial Company- Scale Based Regulation)
Directions, 2023, NBFCs not availing public funds and
not having any customer interface are classified as a
Base Layer of the regulatory structure. Considering the
Company's nature of business, your Company has been
categorized as NBFC- Base Layer (NBFC-BL).

MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statements
relate and the date of this Report.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on
March 31, 2025 is Rs. 837.31 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 are given in the Notes to Financial Statements.

The Company being a Non Banking Financial Company
registered under Chapter IIIB of the Reserve Bank of
India Act, 1934, thus the provisions of Section 186
(except Sub Section 1) of the Companies Act, 2013 in
respect of lending and investment activities, are not
applicable to the Company.

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.

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. Vijay Asdhir (DIN:
06671174), Mr. S.K. Sharma (DIN: 00402712) and Dr.
Roshan Lal Behl (DIN: 06443747) as members as on
March 31,2025. Mrs. Anjali Modgil 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 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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 Compliance Officer or members of the
Audit 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 Company has a dedicated e-mail address i.e.
whistleblowemcfs@owmnahar.com for reporting the
genuine concerns. The Whistle Blower Policy/Vigil
Mechanism is also posted on Company's Website and

can be accessed at https://owmnahar.com/nahar_cf/
pdf/vigil_mechanism_25.pdf

The Audit Committee regularly reviews the working of the
Mechanism. No complaint was received during the year
under review.

CREDIT RATING

Your Directors are pleased to inform that M/s. ICRA
Limited vide their Report dated July 23, 2025 has
reaffirmed the rating “[ICRA] A1 ” (pronounced ICRA A
one plus ) assigned to the proposed Short Term Debt /
Commercial Paper Programme of the Company for Rs.
25 Crores. This rating is considered to have very strong
degree of safety regarding timely payment of financial
obligations. Such instruments carry lowest credit risk.
This is the highest credit quality rating by the ICRA to the
Short Term Debt / Commercial Paper and it reflects the
company's sound financial discipline and prudence.

SUSIDIARIES, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company does not have any subsidiary and joint
venture company. The Company has two Associate
Companies viz. M/ s. Nahar Spinning Mills Ltd. and M/s.
Nahar Poly Films Ltd. for the year under review.

CONSOLIDATED FINANCIAL STATEMENT

As per Companies Act, 2013, the Company has two
Associate Companies viz. M/s. Nahar Spinning Mills Ltd.
and M/s. Nahar Poly Films Ltd. Pursuant to the
requirements of Section 129(3) of the Companies, Act,
2013, the Company has consolidated the financial
statements in respect of above said two Associate
Companies for the financial year ended March 31,2025.

Further, a report on the performance and financial
position of each 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 March 31,
2025.

LISTING OF SECURITIES

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

1. The BSE Ltd., 25^th Floor Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400001.

2. The National Stock Exchange of India Ltd.,
Exchange Plaza, 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.

DEMATERIALISATION OF SHARES

Your Company has established connectivity with both the
Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited
(CDSL) to facilitate the holding and trading of securities in

electronic form. As on March 31,2025, 99.25% of the total
Equity Share Capital of the Company has been
dematerialized.

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 Capital and Financial Services Ltd)

Alankit House,

4E/2, Jhandelwalan Extension
NEW DELHI-110055
Telephone No : (011)42541234

Fax No. : (011)42541201

E-mail Address : rta@alankit.com

In case any query/complaint remains unresolved with our
Registrar, please write to Company Secretary at the
registered office of the Company.

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.

Special Window for Re-Lodgement of Transfer
Requests: SEBI vide its Circular No. SEBI/HO/MIRSD/
MI RSD-PoD/P/CIR/2025/97 dated July 02, 2025,
opened a one-time special window from July 7, 2025 to
January 6, 2026 for physical shareholders, where the
original share transfer requests were lodged prior to April
1,2019 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.

BUSINESS RISK MANAGEMENT

As per the provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 read with Non-Banking Financial Companies -
Corporate Governance (Reserve Bank) Directions, 2015,
the Company has constituted the Risk Management
Committee with three members namely; Dr. Roshan Lal
Behl (DIN: 06443747), as Chairman and Dr. Rajan Dhir

(DIN: 09632451) and Mr. Dinesh Gogna (DIN: 00498670)
as members. The Company being essentially an
Investment Company, its main source of income is
dividend income / income receivable on investments in
Equity Shares/Debentures/Bonds/deposits made and
held by it in other companies and Mutual Funds. The
financial business is always prone to risks of capital
market fluctuations and economic cycle. The main term
of reference of the Committee is to review and monitor the
risk associated with Company's business and suggest
measures for mitigation/management of the same as per
Company's Risk Management Policy. The Risk
Management Committee met four times during the
financial year under review.

Further, to monitor and manage the risk associated with
the Company's investment business, the Company has
developed and implemented a Risk Management Policy
including therein identification and risk mitigation
measures. The Policy is posted on Company's website
i.e. www.owmnahar.com.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 134(5), the Directors would like to assure
the Members that the financial statements for the year
under review, confirm in their entirely requirements of the
Companies Act, 2013.

The Directors confirm:

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 have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
Profit and Loss of the Company for that period;

iii) that they had taken proper and sufficient care for the
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 the 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
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

AUDITORS AND AUDITORS' INDEPENDENT
REPORT

Statutory Auditors: The members at the Annual
General Meeting held on August 24, 2022, appointed
M/s. Gupta Vigg and Co., Chartered Accountants (Firm
Registration No. 001393N) as Statutory Auditors of the
Company for a term of five consecutive years starting
from the conclusion of the 17^th Annual General Meeting
upto the conclusion of 22^nd Annual General Meeting of the
Company to be held in the year 2027.

M/s. Gupta Vigg & 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 and they are eligible to
continue their above said appointment for the financial
year 2025-26.

Audit Report: M/s. Gupta Vigg and Co., Chartered
Accountants, the Statutory Auditors have submitted the
Audit Report on the Financial Statements of the
Company for the accounting year ended March 31,2025.
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 Financial Statements are
self explanatory and require no comments.

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 SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 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.

Mr. P.S. Bathla, proprietor of M/s. P.S. Bathla and
Associates, Peer Reviewed Company Secretary in
Practice, has carried out the Secretarial Audit for the
financial year ended March 31, 2025 and submitted the
Secretarial Audit Report in Form No. MR-3 which is
annexed herewith as Annexure II and form part of this

Report.

The Report is self explanatory and requires no
comments.

REPORTING OF FRAUDS BY AUDITORS

During the financial year 2024-25, the Statutory Auditors
and the Secretarial Auditor have not reported any
instance of fraud committed in the Company 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. SS-1 and SS-2 relating to the
Meetings of Board of Directors and General Meetings,
respectively, issued by the Institute of Company
Secretaries of India (ICSI).

INTERNAL FINANCIAL CONTROL AND SYSTEM

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 control system is designed to
ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in
financial reporting and compliance with laws and
regulations and procedures. Further, the statutory
auditors of the Company have verified the systems and
processes and confirmed that the internal financial
controls system over financial reporting is operating
effectively.

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Company has also appointed M/s.
Piyush Singla & Associates, Chartered Accountant as
Internal Auditor of the Company. The Internal Auditor test
the adequacy and effectiveness of Internal Control
Systems laid down by the management and suggest
improvement in the systems. They also identify and
address technology and IT-related security issues
commensurate with the nature and complexities of its
operations. 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.
During the year, Company's Internal Controls were tested
and no reportable weakness in the system was observed.

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, company is making use of
SAP S4 HANA application, which is based on SAP HANA
database. It keeps all the data in memory which results in
data processing that is magnitude faster than that of disk
based system, allowing for advanced, real time analytics.

The Asset Liability Management (ALM) Policy concerned
with the effective risk management in various Portfolios is
also framed by the Company.

Apart from this, 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
oversee the adequacy of Internal Control. The Audit
Committee met four times during the financial year under
review. 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.

ANNUAL RETURN

The Annual Return of the Company pursuant to Section
92 of the Companies Act, 2013 for the financial year
2024-25 in the Form MGT-7 has been available on the
Company's website at https://www.owmnahar.com/
nahar_cf/pdf/annual-return-2024-25.pdf.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non¬
Banking Financial Company with RBI. The Company has
not accepted any Public Deposit within the meaning of
Section 73 of the Companies Act, 2013 and the Rules
made 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:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the
end of the year: Nil

(iii) Default in repayment of deposits and deposits which
are not in compliance with the requirements of
Chapter V of the Companies Act, 2013: N.A.

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 III
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 annexed
hereto and form part of this Report.

During the year under review, Mr. Dinesh Oswal (DIN:
00607290), Managing Director of the Company, has
been paid remuneration of Rs. 528.12 Lakhs as approved
by shareholders vide their Special Resolution dated
September 29, 2021 and September 25, 2024. Mr.
Dinesh Oswal (DIN: 00607290) is 60 years of age. He is a

Commerce Graduate and has business experience of
more than 40 years in textile industry and financial
expertise. He is employed on contractual basis for five
years w.e.f. January 1, 2022 to December 31, 2026.
Before joining the Company, he was employed with M/s.
Oswal Woollen Mills Ltd. as Commercial Manager. His
shareholding in the Company is 80991 equity shares of
Rs. 5/- each. He is related to Mr. Jawahar Lal Oswal (DIN:
00463866), Chairman/Director and Mr. Kamal Oswal
(DIN: 00493213), Director 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the
Central Government under sub section (1) of Section 148
of the Companies Act, 2013 is not applicable to the
Company as the Company is a Non Banking Financial
Company.

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 (“POSH Act”) and the Rules framed
thereunder to prevent and address sexual harassment in
the workplace.

The Company has constituted an Internal Complaints
Committee as per the POSH Act to consider and resolve
all sexual harassment complaints reported by women.
During the financial year 2024-25, the Company has not
received any complaint on sexual harassment and hence
no complaint remains pending as on March 31,2025.

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 two 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

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 for
the financial year 2024-25 as there is no instance of one¬
time settlement with any Bank or Financial Institution.

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 EARNING AND
OUTGO

Particulars with respect to the Conservation of Energy,
Technology Absorption and Foreign Exchange Earning
and Outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts)
Rules 2014, are not applicable, as the Company is a Non¬
Banking Financial Company.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good
Corporate Governance. The Company has constituted
several committees of directors to assist the Board in
good Corporate Governance. The Corporate
Governance Report for the year ended March 31, 2025
along with Auditors Certificate regarding compliance of
the conditions of the Corporate Governance as stipulated
in Para C of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
attached herewith as Annexure IV and form part of this
Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year ended March 31, 2025 as stipulated under the
Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is
enclosed as per Annexure-V and form part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
year ended March 31, 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, has been available on the Company's
website at https://www.owmnahar.com/nahar_cf/pdf/
BRSR-2024-25.pdf.

HUMAN RESOURCE/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 co-operation for the
excellent performance of the Company.
ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on
record their gratitude and appreciation to all workers, staff

members and executives for their contribution to the
operations of the Company. The Directors also place on
record their sincere thanks to the shareholders for their
continued support, co-operation and confidence in the
management of the Company.

For and on behalf of the Board of Directors

Jawahar Lal Oswal
^{Place: Ludhiana} (Chairman)

Date: July 31, 2025 DIN: 00463866