Your directors have pleasure in presenting their 42nd Annual Report together with the audited financial statements
for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March, 2026 is summarized below:

( inLacs)

2. PERFORMANCE REVIEW

The Company operates in two Business segments
i.e. Textile and Sugar as per Ind AS-108 (Operating
Segment).

i) Textile: The total turnover of this segment (Yarns
and Fabrics) is Rs. 1190.17 crores as against Rs.
1326.32 crores in the previous year showing an
decrease of 10.27%. The textile segment accounts
for 84.57% (including inter-segment) of the total
turnover of the company for the year ended 31st
March, 2026. The Business wise performance of
Textile segment is as under:

• Yarn: The Company has produced 40426
MTs of yarn as against 40322 MTs in the
previous year.

• Fabric: The Company has produced 600.08
lacs meters of fabrics (both grey and

processed) as against 647.78 lacs meters in
the previous year.

ii) Sugar: The turnover of sugar segment has
increased to Rs. 216.33 crores as against Rs.
203.46 crores in the previous year showing an
increase of 6.33%. The Company has produced
332350 Qtls. of sugar as against 431595 Qtls. in
the previous year at a Recovery rate of 10.06 %
(previous year 9.87%).

Overall Performance (Standalone/Consolidated)

We wish to inform you that during the year under
review on standalone basis, the company has
achieved operational income of Rs. 1408.45 crores
as against Rs. 1530.08 crores showing a decrease
of 7.95% over the previous year. The company
has earned Profit before depreciation, finance
cost and tax of Rs. 163.28 crores as against Rs.

122.18 crores in the previous year. After providing
for Depreciation of Rs. 50.35 crores (previous year
Rs. 47.62 crores), finance cost of Rs. 43.12 crores
(previous year Rs. 45.96 crores) and Tax Expenses
of Rs. 15.06 crores (previous year Rs. 6.08 crores)
(inclusive of Deferred Tax) the Profit after tax for
the year comes to Rs. 53.97 crores as against
Profit of Rs. 20.47 crores in the previous year.

We wish to inform you that during the year under
review on consolidated basis, the company has
achieved operational income of Rs. 1408.45 crores
as against Rs. 1530.08 crores showing a decrease
of 7.95% over the previous year. The company
has earned Profit before depreciation, finance
cost and tax of Rs. 160.08 crores as against Rs.
119.16 crores in the previous year. After providing
for Depreciation of Rs. 50.35 crores (previous year
Rs. 47.62 crores), finance cost of Rs. 43.12 crores
(previous year Rs. 45.96 crores), Share of Profit/
(Loss) of Associates of Rs. 81.05 lacs (previous
year Rs. 48.42 lacs) and Tax Expenses of Rs. 15.30
crores (previous year Rs. 5.53 crores) (inclusive
of Deferred Tax) the Profit after tax for the year
comes to Rs. 51.34 crores as against Profit of Rs.
18.49 crores in the previous year.

3. TRANSFER TO RESERVES

Your company has transferred Rs. 5528.56 lacs
[previous year Rs. 2177.80 lacs] to the General
Reserves and thus company's Reserves (Other
Equity) stand increased to Rs. 99451.24 lacs as
on 31.03.2026 as against Rs. 93922.68 lacs as on
31.03.2025.

4. CREDIT RATING

During the year, the Rating agency CRISIL Limited
vide its letter dated June 02, 2026 has accorded
the Long Term Rating of total bank loans facilities
'CRISIL A-/Stable (Re-affirmed)' and Short Term
Rating 'CRISIL A2 (Re-affirmed)'.

5. DIVIDEND AND DIVIDEND DISTRIBUTION
POLICY

In order to retain the profits of the company,
your directors do not recommend any dividend
for the financial year ended on 31st March,
2026. The requirement of formulating a Dividend
Distribution Policy as per Regulation 43A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the
company.

6. INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to the applicable provisions of the
Companies Act, 2013 and rules framed there

under, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the date
of transfer to the unpaid account is required to be
transferred to Investor Education and Protection
Fund (IEPF) Account of the Central Government.
The Company has already transferred the amount
of unclaimed dividend up to financial year 2016-17
to the IEPF. The dividend so transferred to IEPF
Account can be claimed back by the concerned
members from the IEPF authority after complying
with the procedure prescribed under the rules.

In terms of the requirements of Section 124(6)
of the Companies Act, 2013 read with Investor
Education and Protection Fund (IEPF) Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, as amended ('the Rules') the Company
is required to transmit the Shares to the IEPF
Account in respect of which the dividend has
remained unpaid or unclaimed for a period of
seven consecutive years. The shares transmitted
to the IEPF Account can be claimed back by the
concerned members from the IEPF authority after
complying with the procedure prescribed under
the rules.

The details of dividend transferred and shares
transmitted to IEPF authority are also provided on
the website of the company i.e. www.owmnahar.
com

7. SHARE CAPITAL

The paid up Share Capital of the Company as at 31st
March, 2026 was Rs. 83,20,55,810/- consisting of
Equity Share Capital of Rs. 43,20,55,810/- divided
into 4,32,05,581 Equity Shares of the face value
of Rs. 10/- each and Preference Share Capital of
Rs. 40,00,00,000/- divided into 40,00,000 - 5.5%
Non-Convertible Non-Cumulative Redeemable
Preference Shares of the face value of Rs. 100/-
each (Preference Shares). During the year
the Company has not issued any shares with
differential voting right nor has granted any stock
options or sweat equity. As on 31st March, 2026
none of the Promoters /Directors of the Company
hold instruments convertible into equity shares of
the Company.

8. DEPOSITS

During the year, the Company has not accepted
any deposit from the public. As such there are
no outstanding deposits within the meaning of
Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
2014.

9. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT BY THE COMPANY

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Financial
Statements.

10. MATERIAL CHANGES AFFECTING FINANCIAL
POSITION OF THE COMPANY

No changes and commitments affecting the
financial position of the company have occurred
during the year under review as well as the period
between the end of financial year till the date of
this report.

11. DIRECTORS

Appointment and change in Directors

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Company's
Articles of Association Sh. Dinesh Gogna
(DIN: 00498670) and Sh. Navdeep Sharma
(DIN: 00454285), Directors of the Company
will be retiring by rotation at the forthcoming
Annual General Meeting and being eligible offer
themselves for reappointment. Accordingly, the
requisite resolution(s) are proposed at the ensuing
Annual General Meeting for approval.

Declaration by Independent Directors

Necessary declaration has been obtained from
all Independent Directors under sub-section (6)
of Section 149 of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations,
2015.

Your Board confirms that in its opinion the
Independent Directors possess the requisite
integrity, experience, expertise, proficiency and
qualifications. All the Independent Directors on the
Board of the Company are registered with Indian
Institute of Corporate Affairs (IICA) as notified
under section 150(1) of the Companies Act, 2013.

Number of Meetings of the Board

During the year five Board Meetings were convened
and held on 30.05.2025, 12.08.2025, 14.11.2025,
25.11.2025 and 14.02.2026. The detail thereof is
also given in the Corporate Governance Report.
The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013.

Board Evaluation

Pursuant to the provisions of Companies Act,
2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Company
has devised a policy for performance evaluation
of the board, its committees and all the Directors
individually as per the criteria laid down by the

Nomination & Remuneration Committee of the
Company. The manner of evaluation is stated in
the Corporate Governance Report forming an
integral part of this report.

Independent Directors Meeting

During the financial year 2025-26, the Independent
Directors met on 13.12.2025, inter-alia, to discuss:-

(i) The performance of Non-Independent
Directors and the Board as a whole;

(ii) The performance of the Chairman of the
Company taking into account the views of
Executive and Non Executive Directors and

(iii) To assess the quality, quantity and timeliness
of flow of information between the company
management and the board that is necessary
for the board to effectively and reasonably
perform their duties.

12. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the
following statement in terms of Section 134(3) (c)
and (5) of the Companies Act, 2013:-

(i) that in the preparation of the Annual Accounts
for the year ended on 31st March, 2026,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures;

(ii) that the directors had selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of the Company as at 31st March,
2026 and of the profit of the Company for the
year ended on that date;

(iii) that the directors have taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Companies Act,
2013 for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

(iv) that annual accounts have been prepared on
a going concern basis;

(v) that the Directors had laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively; and

(vi) that the Directors had devised proper

systems to ensure compliance with the
provisions of all applicable laws and that
such systems were adequate and operating
effectively.

13. ANNUAL RETURN

The web-link for the Annual Return for the financial
year 2025-26 in the Form MGT-7 is placed on the
Company's website at http://www.owmnahar.com/
nahar_ie/pdf/annual-return-2025-26.pdf

14. RELATED PARTY TRANSACTIONS

During the financial year under review, all
transactions entered into with related parties as
defined under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 are in the ordinary course of
business and at arm's length basis. The company
has not entered into any contract or arrangement
with related parties / Group companies other
than arm's length price. The details of Related
Party Transactions are placed before the Audit
Committee for its review and approval on
quarterly basis. These transactions were entered
into as per the Company's policy on Related
Party Transactions and are approved by the
Audit Committee, Board and shareholders. The
company's policy on Related Party Transactions
is available at the web link: www.owmnahar.
com/nahar_ie/pdf/RPT_Policy.pdf. The details of
Related Parties transactions are given in Note No.
38 of the Notes to Financial Statements. Pursuant
to the provisions of section 134(3) Form AOC-2 is
annexed herewith as Annexure-A.

15. AUDIT COMMITTEE

The Company has already constituted an Audit
Committee pursuant to Section 177(8) read with
Rule 6 of the Companies (Meetings of the Board
and its Powers) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Presently, the Audit Committee
of the Company consists of Sh. Dinesh Gogna, Dr.
Manisha Gupta, as Members and Dr. Roshan Lal
Behl is the Chairman of the Audit Committee. The
detailed information regarding Audit Committee
and its terms of reference is given in Corporate
Governance Report forming an integral part of the
Directors Report.

16. NOMINATION & REMUNERATION COMMITTEE

The Company has already constituted a
Nomination & Remuneration Committee pursuant
to Section 178(1) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Presently, the

Nomination & Remuneration Committee consists
of Dr. Roshan Lal Behl and Dr. Anchal Kumar Jain
as Members and Dr. Yash Paul Sachdeva is the
Chairman of the Nomination & Remuneration
Committee. The detailed information regarding
Nomination & Remuneration Committee and
its terms of reference is given in Corporate
Governance Report forming an integral part of the
Directors Report.

17. RISK MANAGEMENT

The Company has laid down a Risk Management
Policy and identified threat of such events which
if occurs will adversely affect the ability of the
company to achieve its objectives. Evaluation of
business risk and managing the risk has always
been an ongoing process in your company.
The Audit Committee has also been delegated
the responsibility for assessment, mitigation,
monitoring and review of all elements of risks
which the Company may be exposed to. The
Board also reviews the risk management and
minimization procedures.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board adopted a Vigil Mechanism/ Whistle
Blower Policy as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
section 177 of the Companies Act, 2013 to report
genuine concerns or grievances about unethical
behavior of employees, actual or suspected fraud
or violation of the Company's Code of Conduct.
The Company's Vigil mechanism/Whistle Blower
Policy is available at the Company's website i.e.
www.owmnahar.com.

19. INDIAN ACCOUNTING STANDARD (IND AS)
AND INTERNAL FINANCIAL CONTROL

The Indian Accounting Standard (Ind AS) became
applicable on the Company w.e.f. 1st April, 2016.
Accordingly, the Financial Statements have been
prepared in accordance with the Companies (Indian
Accounting Standard) Rules, 2015 as amended
by the Companies (Indian Accounting Standards)
Amendment Rules, 2016. The Company is having
adequate internal financial control systems
and procedures which commensurate with the
size of the Company. The Company is having
Internal Audit Department which ensures optimal
utilization and protection of Company's resources.
The Internal Auditor monitors and evaluates
the efficiency and adequacy of internal control
systems in the company, its compliance with
operating systems, accounting procedures and
also ensures that the internal control systems are
properly followed by all concerned departments
of the company. Significant audit observations

and corrective actions thereon are presented to
the Audit Committee of the Board. The Company
has appointed M/s. S.Jain & Co., Chartered
Accountants (Firm No. 09593N) as Internal Auditor
of the Company for the financial year 2026-27.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with
the applicable Secretarial Standards as prescribed
under section 118 of the Companies Act, 2013.

21. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

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

Other Information(s)

A. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at
the end of the financial year

Not applicable. No such application is made
or pending during the year.

B. 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

Not applicable. During the financial year
2025-26 there is no instance that the
Company has made any one time settlement
with Banks or Financial Institutions.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate
Social Responsibility (CSR) Committee of the
board in accordance with section 135 of the
Companies Act, 2013. The Company has adopted
a CSR Policy and undertaking CSR programmes/
projects along with group companies under
one umbrella through Oswal Foundation (OSF)
which is a registered society formed in 2006
having its charitable objects in various fields
and registered with MCA vide registration No.
CSR00000145. The CSR policy of the company
has been placed on the Company's website at
web-link www.owmnahar.com/nahar_ie/pdf/CSR_
Policy_NIEL.pdf. The report on CSR activities as
required under the Companies (Corporate Social
Responsibility) Rules, 2014 including brief outline
of the Company's CSR policy is annexed herewith
marked as Annexure-B.

During the year, two meetings of CSR committee
were held on 12.08.2025 and 14.02.2026 and
all the members were present in the meeting.
Pursuant to the provisions of Section 135 of the
Companies Act, 2013, for the financial year 2025¬
26 there is a CSR liability of Rs. 78,88,060/- on
the Company for spending CSR expenses. The
company has made compliance of the applicable
provisions of the CSR obligation for the year and
contributed Rs. 78,89,000/-. The excess amount
of Rs. 940/- paid during the current financial year
is available for set-off in the succeeding financial
years.

23. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of
Nomination and Remuneration Committee, framed
a policy for appointment and remuneration of
Directors, Key Managerial Personnel and Senior
Management of the Company. The policy also
lays down criteria for determining qualifications,
positive attributes, independence of directors
and other matters provided under section 178 of
the Companies Act, 2013. The Nomination and
Remuneration policy of the company is elaborated
in the Corporate Governance Report forming an
integral part of this report.

24. AUDITORS

i) Statutory Audit & Auditor's Report

The shareholders at their 38th Annual
General Meeting (AGM) held on 26th
September, 2022 had already approved
the appointment of M/s. K.R. Aggarwal &
Associates, Chartered Accountants, (Firm
Registration No. 030088N) as statutory
auditors of the Company, to hold office
from the conclusion of 38th AGM up to
the conclusion of 43rd AGM to be held in
the year 2027. The Auditors Report on the
accounts of the Company for the financial
year 2025-26 is self-explanatory and requires
no comments. No frauds were reported by
the auditors under section 143 (12) of the
Companies Act, 2013.

ii) Cost Auditor & Cost Audit Report

Pursuant to Section 148 of the Companies
Act, 2013 read with Companies (Cost
Records & Audit) Amendment Rules, 2014,
the cost audit records maintained by the
Company in respect of its textiles and sugar
segments are required to be audited. The
Company has maintained accounts and cost
records with respect to Textile and Sugar
business as specified by the Government
under Section 148(1) of the Companies Act,

2013. M/s. R.R. & Co., Cost Accountants,
Ludhiana has carried out cost audit for
applicable businesses during the year. Your
Directors had, on the recommendation
of the Audit Committee, appointed M/s.
Khushwinder Kumar & Associates, Cost
Accountants, Jalandhar (Firm Registration
No. 000102) to audit the cost accounts of
the Company for the financial year 2026-27.
As required under the Companies Act, 2013,
the remuneration payable to the cost auditor
is required to be placed before the Members
in a general meeting for their ratification.
Accordingly, a resolution seeking members'
ratification for the remuneration payable
to M/s. Khushwinder Kumar & Associates,
Cost Accountants, Jalandhar, is included in
the Notice convening the Annual General
Meeting.

iii) Secretarial Audit & Secretarial Audit
Report

Pursuant to the provisions of Section 204
of the Companies Act, 2013 and rules
made there under, the shareholders of the
company in the 41st Annual General Meeting
held on 29^th September, 2025 had appointed
M/s. PS.Bathla & Associates, a firm of
Company Secretaries in Practice (C.P No.
2585) to undertake the Secretarial Audit of
the Company for a term of five consecutive
years commencing from Financial Year
2025-26 to Financial Year 2029-30. The
Secretarial Audit Report for the financial year
2025-26 is attached as Annexure-C and
forms an integral part of this Report. There is
no secretarial audit qualification for the year
under review.

25. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the
Companies Act, 2013 Sh. Kamal Oswal, Vice
Chairman-cum-Managing Director, Sh. Bharat
Bhushan Gupta, Chief Financial Officer and Sh.
Mukesh Sood, Company Secretary are the Key
Managerial Personnel of the Company.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197
read with Rule 5(1), 5(2) and 5(3) of Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 (as amended up to date)
in respect of employees of the Company, forming
part of the Directors' Report for the year ended
31^st March, 2026 is given in Annexure-D to this
Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure-E.

28. CORPORATE GOVERNANCE REPORT

Your Company continues to follow the principles
of good corporate governance. The corporate
governance report along with Auditor's certificate
regarding compliance of the conditions of
corporate governance as stipulated in SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 confirming compliance is
annexed herewith as Annexure-F and forms part
of this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAIN¬
ABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the submission of Business
Responsibility and Sustainability Report is not
applicable to the company.

30. 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 annexed herewith as Annexure-G and forms
part of this Report.

31. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

As on 31st March, 2026 the company has five Wholly
Owned Subsidiaries namely (i) JLO Commercial
Ventures Limited (ii) JLO Reality Private Limited (iii)
AKO Schools Private Limited (iv) NIEL Gorakhpur
Logipark Private Limited and (v) Creative Logipark
Private Limited. The company does not have
any material subsidiary. The company is having
four Associate Companies namely (i) J L Growth
Fund Limited (ii) Vardhman Investment Limited
(iii) Atam Vallabh Financiers Limited and (iv) OWM
Renew LLP The accounts of the Wholly Owned
Subsidiaries and Associate Companies have been
consolidated in accordance with Section 129(3)
of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014; Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable

Accounting Standards (Ind AS). The audited
consolidated financial statements are provided in
the Annual Report. A statement containing salient
features of financial statements of Subsidiary /
Associate companies in Form AOC-1 is annexed
with the financial statements.

32. STATEMENT WITH RESPECT TO COMPLIANCE
OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961

The Company has duly complied with the
provisions of the Maternity Benefit Act, 1961
during the year under review. All eligible female
employees have been extended maternity benefits,
including leave and wages, as per the statutory
requirements. The Company remains committed
to upholding employee welfare and ensuring a
safe and inclusive workplace in accordance with
applicable laws.

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

The Company has adopted a policy against sexual
harassment and constituted an Internal Compliant
Committee in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the

rules framed thereunder. During the Financial
Year 2025-26,the Company has not received any
complaints on the same and hence, no complaint
was pending as at March 31, 2026.

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL

34. INDUSTRIAL RELATIONS

Industrial relations throughout the year continued
to be very cordial and satisfactory.

35. ACKNOWLEDGEMENT

Your directors would like to express their
appreciation for the assistance and co-operation
received from financial institutions, banks and
shareholders. They also place on record their
appreciation for the cooperation of employees at
all levels.

For and on behalf of the Board of Director

Jawahar Lal Oswal
Place: Ludhiana Chairman

Date: 14th August, 2026 (DIN: 00463866)