DIRECTORS' REPORT

Your Directors have pleasure in presenting the Forty-
Sixth Annual Report on the affairs of the Company for
the financial year ended 31^st March, 2026.

FINANCIAL PERFORMANCE

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

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards
(IndAS) and the financial statements have been prepared
as per the Indian Accounting Standard Rules, 2015, 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.
MODERNIZATION OF COMPANY'S SPINNING UNITS
Before reviewing the Operational performance, we are
pleased to brief you regarding the status of modernization
of company spinning units at various locations. The
Company has already added ultra-modern machineries
replacing the old machineries and spent Rs. 170 crores
on the modernization programme. During the year
company has also put up a Rooftop Solar PV System with
the capacity 6.60 M.W. thereby increasing its capacity to
19.874 M.W. The modernization programme is expected
to be completed by Financial Year 2027-28.This will help
the company in improving quality as well as operational
efficiencies and will enable the company to diversify and
increase its exports to quality conscious markets of U.S.
and European Union.

OPERATIONAL REVIEW AND STATE OF AFFAIR

We would like to inform you that the company operates in
a single segment i.e. “TEXTILE” as such disclosure
requirements as per Indian Accounting Standard (Ind AS)
108 issued by the Institute of Chartered Accountants of
India, New Delhi, are not applicable.

In spite of prevailing Geo-Political situations and Global
Challenges, Company has been able to improve its
performance during the year under review. The Company
achieved a total income of Rs. 3233.11 Crores against

Rs.3318.91 Crores in the previous year. The export at Rs.
1699.37 Crores has shown an increase of 3.97% when
compared with the previous year. The punitive tariff of
50% by United States in August 2025, which continued till
February 2026, not only affected the Company's exports
but also its profitability too. The Company has to offer
deep discounts to retain its overseas customers which
affected company profitability. In spite of above,
Company improved its Financial performance earned a
profit before tax of Rs. 26.04 Crores as against and Rs.
21.13 Crores in the previous year. After providing tax
expense (including deferred tax) of Rs. 4.22 Crores, the
net profit comes to Rs. 21.82 Crores.

During the current year, the company is performing well.
However, the prevailing Geo-Political situation, U.S.
Trade Tariff of 10% on imports and slowdown in global
demand are still posing challenges to Textile Industry.
Your management is looking at the future with optimism
and expects that the company will be able to perform
reasonably well in the coming periods.

TRANSFER TO RESERVES

During the year the Company has not transferred any
amount to Reserves and has kept the net profit of Rs.
21.82 Crores in the retained earning in the financial
statements of the company. Thus, the Company's
reserves (other equity) stands at Rs. 1494.06 Crores as
on 31st March, 2026.

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
(DDP)

We are pleased to inform you that our Board in its meeting
held on 28^thMay,2026 has recommended a dividend of
Rs. 1.00/- per equity share of Rs. 5/- each (i.e. @ 20%) for
the year ended 31^st March, 2026, out of the profits of the
Company. The proposal is subject to the approval of the
shareholders at the ensuing Annual General Meeting
scheduled to be held on 25^th September, 2026.

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 names shall appear in the Register
of Members on 4^th September, 2026 or Register of
beneficial Owners, maintained by the Depositories as at
the close of 4^thSeptember, 2026. Further, as per the
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 provision of the Income Tax
Act, 2025(the Act), at the time of making payments of
dividend to the shareholders.

Pursuant to 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 retained profits
earned by the Company, is available on the website of the
Company at http://www.owmnahar.com/spinning/
pdf/dividend_distribution.pdf.

INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions Section 124(5) of the
Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 all
dividend remaining unpaid or unclaimed for period of
seven consecutive years is required to 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. 4,48,484.00/- (Rupees Four Lakhs Forty Eight
Thousand Four Hundred Eighty Four only) being the
amount of unclaimed dividend for the year 2017-18 to the
Investor Education and Protection Fund in November,

2025. The shareholders whose dividends have been
transferred to IEPF Authority can claim their dividend
from the Authority. Further, pursuant to Section 124 of the
Companies Act, 2013, unpaid or unclaimed dividend for
the year 2018-19 will have to be transferred to the
Investor Education and Protection Fund in November,

2026. The Company has already sent emails/notices in
the month of May, 2026 to the members informing them to
claim the Unclaimed Dividend before such transfer of
dividend to the Investor Education and Protection Fund.
Besides, as per the provisions of Section 124(6) of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the equity shares on
which dividend remains unpaid or unclaimed by the
shareholders for seven consecutive years or more are
required to be transferred to the Demat Account of the
IEPF Authority. Accordingly in compliance of the
provisions of the Act, 55,172 (Fifty Five Thousand One
Hundred Seventy Two only) equity shares of Rs. 5/- each
were transferred to the DP/Client ID IN300708/10656671
opened in the name of the Investor Education and
Protection Fund Authority. The details of the shareholders
whose shares are transferred to the Demat account of
IEPF Authority is available on the Company's website
https://www.owmnahar.com/spinning/pdf/pertaining-to-
fy-(2017-18).pdf.

Further, shares in respect of unclaimed/unpaid dividend
for seven consecutive years from the financial year 2018¬
19 shall be transferred to Investor Education and
Protection Fund pursuant to IEPF Rules in November,
2026. The Company has already 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 along with 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/spinning/pdf/pertaining_to_fy_2018-
19.txt.

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. The
concerned members/investors are advised to access the
web link: https://www.mca.gov.in 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 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
• Appointment/Re-appointment/Retirement of
Directors

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and Article 117 of Articles of
Association of the Company, Mr. Jawahar Lal Oswal
(DIN: 00463866) 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 resolutions
seeking shareholders approval for their re¬
appointment along with the other required details
form part of the Notice. The Board recommended
their re-appointment to the members of the Company
at the ensuing Annual General Meeting.

Further, the first term of office of Dr. Yash Paul
Sachdeva (DIN: 02012337) and Dr. Anchal Kumar
Jain (DIN: 09546925), as Independent Directors of
the Company, will expire on August 23, 2027. The

Board, on the recommendation of Nomination and
Remuneration Committee and on the basis of their
performance evaluation, has decided to recommend
re-appointment of Dr. Yash Paul Sachdeva (DIN:
02012337) and Dr. Anchal Kumar Jain (DIN:
09546925), as Independent Director for a second
term of five consecutive years w.e.f. August 24, 2027
upto August 23, 2032. The necessary resolution for
their re-appointment has been proposed in the
accompanying Notice for your approval.

Further, the period of office of Sh. Dinesh Oswal (DIN:
00607290), Managing Director of the Company, who
was appointed for a period of five years, is expiring on
31st December, 2026. The Board having regard to
the overall growth of the Company under his able and
dynamic leadership and on the recommendation of
Nomination and Remuneration Committee has
decided to recommend his reappointment as
Managing Director for a further period of five years
commencing from 1st January, 2027. The resolution
for the same is being proposed for your approval in
the accompanying Notice of ensuing Annual General
Meeting.

Besides, Sh. Jawahar Lal Oswal (DIN: 00463866)
who was appointed as an Export Advisor,is being
paid fee of 0.50% of the Company's export sales. The
Nomination and Remuneration Committee and
Board has recommended, subject to your approval
increase in the fee from 0.50% to 0.60% w.e.f. 1^st
April, 2026 for the remaining period of the office i.e. till
30^th September, 2027. The resolution for the same is
being proposed for your approval in the
accompanying Notice of the ensuing Annual General
Meeting.

• Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Sh. Dinesh Oswal (DIN:
00607290), Managing Director, Sh. Anil Garg, Chief
Financial Officer and Sh. Brij Sharma, Company
Secretary are the Key Managerial Personnel
(hereinafter referred as KMP) of the Company and
there has been no change in the KMP since the last
fiscal year.

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 Director 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 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, behavior, 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 Fiscal year 2026 was discussed by the
Nomination and remuneration Committee in its meeting
held on 28^th May, 2026 and the Board in its meeting held
on 28^th May, 2026.

The Board was satisfied with the evaluation process and
the 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 entity, the Company has already formulated
several corporate governance policies and the same are
available on the Company's website i.e. www.owm
nahar.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 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 to
maintain the independence of the Board and separate its
functions of Governance and Management. The present
Board consists of ten members. Sh. Jawahar Lal Oswal
(DIN: 00463866) is a Non-Executive Director/Chairman.
Sh. 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 Appointment and
Remuneration Policy of the Company is available on the
Company's website and can be accessed at

https://www.owmnahar.com/spinning/pdf/NSMLAPPOI
NTMENTANDREMUNERATIONPOLICY.pdf. There has
been no change in the Policy since the last fiscal year. We
affirm 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 11^th November, 2025 without the attendance of Non¬
Independent Directors and members of the
Management. All Independent Directors were present at
the meeting. At the meeting they:

1. Reviewed the performance of Non-Independent
Directors and the Board as a whole;

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

3. Assessed the quality, quantity 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

At the time of appointing a Director, the Company 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
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 Obligations and Disclosure Requirements)
Regulations. The details of the Company's policy on
Familiarization Programs conducted during the year
under review for Independent Directors are posted on the
Company's website and can be assessed at:
https://www.owmnahar.com/spinning/pdf/familiarization-
program-2025-26.pdf.

NO. OF BOARD MEETINGS

During the year under review, the Board of Directors of
the Company met four times i.e. 28^th May, 2025, 31^st July,
2025, 13^th November, 2025 and 7^th February, 2026 with a
predefined agenda circulated well in advance. The
intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Your Company is engaged in the manufacture & exports

of yarns and knitted garments. Likewise, some Group
Companies (which are public limited Companies) are
also engaged in the Textile Industry. Because of nature of
Industry, sometimes sale/purchase/fabrication jobs etc.
transactions takes place between the Group Companies
which are in the ordinary course of business on arm's
length basis and are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015. There are no materially
significant related party transactions made by the
Company with Promoters, Directors, Key Managerial
Personnel or other designated persons 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(3)(h) of the Companies
Act, 2013. However, the transactions entered into with
the Group Companies/Related Parties, during the year
under review, has been given in 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 read with
Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 during the
financial year ended 31st March, 2026. 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 COMMITMENTS, IF ANY,
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 THE
REPORT

There were 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
31^st March, 2026 is Rs. 1803.27 Lakhs. During the year
under review, Company has neither issued any shares
with differential rights as to dividend, voting or otherwise
nor granted any stock options or sweat equity shares
under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

The Directorate General of GST Intelligence has passed
orders under section 74 of Central Goods and Services
Tax Act,2017 imposing a penalty of Rs. 5 Crores on the
Company, for which the Company has gone in for appeal
before the Commissioner Appeal. The case is pending as
on date.

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

The Company has not provided any Guarantee under
Section 186 of the Companies Act 2013. However, the
details of Loans 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 (CSR)

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
with vide Registration No. CSR0000145, 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

Pursuant to the provisions of Section 135 of the
Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
company's CSR obligation for the financial year 2025-26
was Rs. 90.96 Lakhs (being the 2% of the average net
profits made during the three immediate preceding
financial years. During the year under review, the
Company has contributed an amount of Rs. 66.11 Lakhs
to the Oswal Foundation, towards “Healthcare”. Further
,the Company contributed Rs.17.07 Lakhs to the Indian
Red Cross Society for Flood relief activities in Punjab. An
amount of Rs.5.00 Lakhs was contributed to Child Mental
Health Foundation. The Company also contributed Rs.
0.50 Lakh towards providing medical instruments and
laboratory equipments at Mandideep, Madhya Pradesh
and incurred Rs. 1.28 Lakhs towards registration of a
vehicle given under the healthcare initiative.
Further,under the 'Promoting Education' initiative, the
Company contributed Rs. 1.00 Lakh towards
improvement of educational infrastructure at the
Anganwari Centre, Village Bhatian Khurd, District
Malerkotla ,Punjab.

The disclosure in respect of the existing 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, is annexed hereto as 'Annexure I' and forms
part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act,
2013, the Board of Directors has already constituted the

Audit Committee consisting of three Non-Executive
Directors under the Chairmanship of Dr. Vijay Asdhir
(DIN: 06671174), Sh. Dinesh Gogna (DIN: 00498670)
and Dr. Roshan Lal Behl (DIN: 06443747) as members.
Mr. Brij Sharma 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 employees, directors,
customers, vendors etc., can report the genuine
concerns or grievances of the members to the Audit
Committee about unethical behavior, 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. whistleblowernsml@owm
nahar.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://www.
owmnahar.com/spinning/pdf/vigil_ mechanism_25.pdf
The Audit Committee regularly reviews the working of the
Mechanism. No complaint was received during the year
under review.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
COMPANY

The Company does not have any subsidiary, joint venture
and associate company during the year under review.
CREDIT RATING

We would like to inform you that Credit Rating Information
Services of India Ltd. (CRISIL) vide its letter no.
RL/NAHSPIN/376311/CP/0825/127657 dated August
28, 2025 has intimated the company's rating outlook on
the long term bank facilities 'CRISIL A/Negative'
(Reaffirmed). The rating on short-term bank facility has
been reaffirmed at 'CRISIL A1'.

GREEN INITIATIVE

To save environment and to comply with the provisions of
the Companies Act, 2013, SEBI (LODR), Regulations,
2015 as amended from time to time, Company is sending

documents such as notices of General Meetings, Annual
Report and other communications to its shareholders via
electronic mode to the registered E-mail addresses of the
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 Account or send the same to the Company via E¬
mail at:-_secnsm@owmnahar.com or gredressalnsml@
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 presently listed on the
following Stock Exchanges:

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

ii. 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 2026-27.
DEMATERIALISATION OF SECURITIES

Your Company has 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 on 31st March, 2026, 98.90% of the
total equity share capital of the Company has been
dematerialized.

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 Limited
(Unit: Nahar Spinning Mills Limited)

Alankit House, 4E/2, Jhandewalan Extension
New Delhi - 110 055
Telephone No. : (011) 42541234
Fax No. : (011)23552001

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.

SPECIAL WINDOW FOR RE-LODGEMENT OF
TRANSFER REQUESTS

SEBI vide its Circular No. SEBI/HO/38/13/11(2)2026-
MIRSD-POD/I/3750/2026 dated January 30, 2026 has
re-introduced a special window from February 5, 2026 to
February 4, 2027 to facilitate shareholders for lodging/re-
lodging requests for transfer and dematerialisation
(“demat”) of physical securities which were
sold/purchased prior to April 01,2019 and original share
certificate is available. This special window is also
available for such transfer requests which were
submitted earlier and were rejected/returned/not
a tte n d ed to d u e to d e fi ci e n cy i n th e
documents/process/or otherwise. Securities transferred
through this mechanism shall be credited only in
dematerialized form and will remain under a one year
lock-in, during which they cannot be transferred,
lien-marked, or pledged. In accordance with the Circular,
the Company has created awareness through
newspaper advertisement, website and stock exchanges
filings to encourage Members to avail benefit from this
facility. Eligible shareholders are requested to submit
their transfer requests alongwith the requisite documents
to the Company's Registrar and Share Transfer Agent
(RTA) at M/s. Alankit Assignments Limited, Unit: Nahar
Spinning Mills Ltd. 4E/2, Alankit House, Jhandewalan
Extension, New Delhi - 110055 (Tel. 011-42541234),
within the stipulated period.

DIRECTORS' RESPONSIBILITY STATEMENT
The Directors would like to assure the Members that the
financial statements for the year under review, confirm in
their entirely 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. in preparation of the Annual Accounts, the applicable
Accounting Standards have been followed alongwith
proper explanations relating to material departures;

ii. they had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with provisions of this Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;

iv. they had prepared the annual accounts on a going
concern basis.

v. that the directors, in the case of a listed Company,
had laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

vi. they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

AUDITORS & AUDITORS' INDEPENDENT REPORT
Statutory Auditors: The members at the Annual
General Meeting held on 24^th August, 2022 appointed
M/s. Gupta Vigg & Co., Chartered Accountants (Firm
Registration No. 001393N) as Statutory Auditors of the
Company for a term of 5(Five) consecutive years to hold
the office from the conclusion of 42^nd Annual General
Meeting upto the conclusion of 47^th 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
year2026-27.

Audit Report: The Statutory Auditors have submitted the
Audit Report on the Financial Statements of the
Company for the accounting year ended 31^st March,
2026. There were no qualifications, reservations,
adverse remarks or disclaimers in the Report. The
observations and comments given by the Auditors in their
Report read together with the Notes to the Financial
Statements are self-explanatory and require no
comments.

Cost Auditors: In compliance with the provisions of
Section 148(1) of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules,
2014, Cost Audit is applicable to the Company.
Accordingly, the Company is maintaining Accounts and
Costing Records. Further, the Board of Directors on the
recommendation of Audit Committee has appointed M/s.
RamanathIyer & Co., Cost Accountants (Firm
Registration No. 000019), as Cost Auditors of the
Company for the financial year 2025-26. Accordingly,
they have conducted Cost Audit for the financial year

2025- 26. The report does not contain any qualification,
reservation or adverse remark and requires no
comments.

The Board has re-appointed M/s. RamanathIyer & Co.,
Cost Accountants (Firm Registration No. 000019), to
conduct Cost Audit of the Company for the Financial Year

2026- 27. They have confirmed their eligibility for the said

re-appointment. The remuneration of Rs.2.20 Lakhs
(Rupees Two Lakhs Twenty Thousand Only) plus
applicable taxes and reimbursement of out of Pocket
expenses incurred, for the year 2026-27 payable to the
Cost Auditors is required to be ratified by 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 ratification of
the remuneration of the Cost Auditors has been proposed
in the notice of the ensuing Annual General Meeting for
your approval.

Secretarial Auditor: In compliance with Regulation 24A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the
Companies Act, 201 3 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.

M/s. P.S. Bathla& Associates, Practicing Company
Secretaries have carried out the Secretarial Audit for the
financial year ended March 31,2026 and their Secretarial
Audit Report in Form No. MR-3 is annexed hereto as
Annexure II and form part of this Report.

The Secretarial Audit Report does not contain any
qualification, reservations or adverse remarks. 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 (SS-1 &SS-2) relating to the
meetings of Board of Directors and General meetings
respectively issued by the Institute of Company
Secretaries of India.

BUSINESS RISK MANAGEMENT
In compliance with the provisions of Regulation 21 of
SEBI (LODR) Regulations, 2015 the Company has
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
Sh. Dinesh Oswal (DIN: 00607290), Managing Director
of the Company. Dr. Anchal Kumar Jain (DIN: 09546925)
and Dr. Roshan Lal Behl (DIN: 06443747), Independent
Directors of the Company, are the 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 20^th May, 2025 and 5^th December, 2025.

Your Board has formulated and adopted the Risk
Management Policy. The Policy aims to identify, evaluate
manage and monitor all types of risks associated with the
business of the Company. The Board as well as Audit
Committee regularly oversees 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. Your
Company is operating in Textile segment and has
identified certain risks which may affect the performance
of the Company. The risks associated with the textile
industry are operational risks such as fluctuation in cotton
prices, fluctuation in foreign exchange rates, labour
problems etc. There are also Regulatory risks, Global
Risks, Cyber Security risks. The Company's Risk
Management Policy aims to suggest the steps to be taken
to control and mitigate the risk associated with the
Company's Textile Business. We are of the opinion that
none of identified risk is such that which may threaten the
existence of the Company. The Policy is also posted on
the Company's website and can be accessed at http://
www.owmnahar.com/spinning/pdf/risk-management-
policy-22.pdf

INTERNAL FINANCIAL CONTROL

The Company is maintaining an efficient and effective
system of Internal Financial Controls for facilitation of
speedy and accurate compilations 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 Company's
Internal Control System commensurate with the nature of
its business and size of its operations. In order to further
strength 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.

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 Raj
Gupta & Co., Chartered Accountants as Internal Auditor
of the Company. The company is having internal audit
department to test the adequacy and effectiveness of
Internal Control Systems laid down by the Management
and suggests improvement in the systems. Internal Audit
Reports are discussed with the Management and are
reviewed by the Audit Committee of the Board. During the

year under review, company's Internal Controls were
tested and no reportable weakness in the system was
observed.

Apart from the above, an Audit Committee consisting of
three Non-Executive Directors has been constituted. All
the significant audit observations and follow up actions
thereon are taken care by the Audit Committee. The Audit
Committee also oversees and reviews the adequacy and
effectiveness of Internal Controls in the company. 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.

PUBLIC DEPOSITS

During the year under review, 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.

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.

The Company has complied with the provisions relating
to the constitution of Internal Complaint Committee under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2025-26, the Company has not
received any complaints on sexual harassment and
hence no complaint remains pending as of 31^st March,
2026.

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 ANDBANKRUPTCY 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
2025-26, 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 Benefit Act, 1961 during the year under review.
ANNUALRETURN

The Annual Return of the Company, pursuant to the
provisions of Section 92(3) read with the Section
134(3)(a) of the Companies Act, 2013 with Rule 12 of the
Companies (Management and Administration) Rules,
2014 for the financial year 2025-26, the Form mGt-7 has
been uploaded on Company's website at
https://www.owmnahar.com/spinning/pdf/Annual-
Return-2025-26.pdf .

STATEMENT UNDER SECTION 197 OF THE
COMPANIES ACT, 2013

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.

Pursuant to the provisions of Section 197 of the
Companies Act, 2013 read with Schedule V and other
applicable provisions, the Company got shareholders'
approval vide Special Resolution dated 29th September,
2021 and 25th September, 2024 for the payment of
remuneration as mentioned in the resolution for five years
from 1st January, 2022 upto 31st December, 2026 to Sh.
Dinesh Oswal (DIN: 00607290), Managing Director of the
Company. A remuneration of Rs. 17,67,85,920/-(Rupees
Seventeen Crore Sixty Seven Lakhs Eighty Five
Thousand Nine Hundred Twenty only) has been paid to
Sh. Dinesh Oswal, Managing Director of the Company for

financial year 2025-26. Sh. Dinesh Oswal is 61 years of
age. He is a commerce graduate and has business
experience of more than 41 years in textile industry and
financial expertise. He is employed on contractual basis
for five years w.e.f 1st January, 2022 to 31st December,
2026. Before joining the Company, he was employed with
M/s. Oswal Woollen Mills Ltd. as Commercial Manager.
His shareholding in the Company is 123766 equity
shares of Rs. 5/- each. He is related to Sh. Jawahar Lal
Oswal, Non- Executive Director/Chairman, Sh. Kamal
Oswal, Director, Mrs. Ritu Oswal, Export Advisor and
Ms.Tanvi Oswal, President of the Company.

Sh. Jawahar Lal Oswal (DIN: 00463866), Non- Executive
Director/Chairman of the Company has been paid sitting
fee and payment @ 0.50% of company's exports sale as
per the approval of the shareholders vide their special
resolution dated September 25, 2025. Sh. Jawahar Lal
Oswal is 83 years of age. He is a Commerce Graduate
and has business experience of more than 63 years in
Textile and Woollen Industry. He is employed on
contractual basis for three years w.e.f 1st October, 2024.
He is also employed with M/s. Monte Carlo Fashions
Limited as Managing Director. His shareholding in the
Company is 90374 equity shares of Rs. 5/- each. He is
related to Sh. Dinesh Oswal, Managing Director, Sh.
Kamal Oswal, Director, Mrs. Ritu Oswal, Export Advisor
and Ms.Tanvi Oswal, President of the Company.

Detail of remuneration drawn by Ms. Tanvi Oswal under
rule 5(2)(I) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has
been given in 'Annexure-III' of the Directors' Report.

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.

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. Corporate Governance is about
maximizing shareholder value legally, ethically and
sustainably. The Company has already constituted
several committees of directors to assist the Board in
good Corporate Governance. The Corporate
Governance Report alongwith the Auditor's 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 annexed hereto as 'Annexure-V' and
forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
year ended 31^stMarch, 2026 mentioning therein the
initiatives taken by the Company from an Environmental,
Social and Governance (ESG) perspective in the format
as specified by the SEBI under Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has been uploaded on Company's
website at: https://www.owmnahar.com/spinning/pdf/
BRSR-2025-26.pdf.

HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company recognizes human resources 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 wishes 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, co-operation and confidence in the
Management of the Company.

For and on behalf of the Board of DirectorsJawahar Lal Oswal
Place: Ludhiana (Chairman)Dated: 5^th August, 2026 Din: 00463866