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DIRECTOR'S REPORT

Nahar Industrial Enterprises Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 479.24 Cr. P/BV 0.50 Book Value (₹) 224.02
52 Week High/Low (₹) 161/89 FV/ML 10/1 P/E(X) 25.92
Bookclosure 27/09/2024 EPS (₹) 4.28 Div Yield (%) 0.00
Year End :2025-03 

Your directors have pleasure in presenting their 41st Annual Report together with the audited financial
statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March, 2025 is summarized below: (Rs. in Lacs)

Particulars

Standalone

Consolidated

Current Year

Previous Year

Current Year

Previous Year

Revenue from operations

153,008.40

147,176.18

153,008.40

147,176.18

Profits/ (Loss) Before Depreciation, Finance Cost and Tax

12,218.23

8,790.01

11,916.51

8,790.01

Less: Depreciation

4,761.73

4,582.59

4,761.73

4,582.59

Less: Finance Cost

4,595.95

2,867.44

4,595.95

2,867.44

Profit/(Loss) Before Tax

2,860.55

1,339.98

2,558.83

1,339.98

Less: CSR expenses u/s 135 of Companies Act, 2013

205.00

189.57

205.00

189.57

Add : Share of Profit/(Loss) of Associates

----

48.42

27.09

Profit/(Loss) Before Tax

2,655.55

1,150.41

2,402.25

1,177.50

Less: Tax Expense
(i) Current Tax

350.00

295.00

362.75

307.10

(ii) Deferred Tax

258.35

(106.27)

190.68

(102.76)

Profit/(Loss) After Tax for the period

2,047.20

961.68

1,848.82

973.16

Other Comprehensive Income

Items that will not be reclassified to profit or loss

I) Re-measurement gains/(losses) on defined benefit plans

172.18

145.18

172.18

145.18

Income tax effect on the same

(43.34)

(36.54)

(43.34)

(36.54)

ii) Net gain /(loss) on FVOCI equity instruments

1.76

1.41

1.76

1.41

Income tax effect on the above

--

-

-

-

Total Comprehensive Income for the period

2,177.80

1,071.73

1,979.42

1,083.21

2. PERFORMANCE REVIEW

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

i) Textile: The total turnover of this segment
(Yarns and Fabrics) has increased to Rs.
1326.32 crores as against Rs. 1262.86 crores
in the previous year showing an increase of
5.02%. The textile segment accounts for
86.69% (including inter-segment) of the total
turnover of the company for the year ended
31st March, 2025. The Business wise
performance of Textile segment is as under:

a) Yarn: The Company has produced 40322
MTs of yarn as against 38464 MTs in the
previous year.

b) Fabric: The Company has produced
647.78 lacs meters of fabrics (both grey
and processed) as against 544.80 lacs
meters in the previous year.

ii) Sugar: The turnover of sugar segment has
decreased to Rs.203.46 crores as against Rs.
206.62 crores in the previous year showing a
decrease of 1.53%. The Company has
produced 431595 Qtls. of sugar as against
454200 Qtls. in the previous year at a Recovery
rate of 9.87% (previous year 10.23%).

Overall Performance (Standalone/Consoli-
dated)

We wish to inform you that during the year under
review on standalone basis, the company has
achieved operational income of Rs. 1530.08 crores

as against Rs. 1471.76 crores showing a increase
of 3.96% over the previous year. The company has
earned Profit before depreciation, finance cost and
tax of Rs. 122.18 crores as against Rs. 87.90 crores
in the previous year. After providing for Depreciation
of Rs. 47.62 crores (previous year Rs. 45.83
crores), finance cost of Rs. 45.96 crores (previous
year Rs. 28.67 crores) and Tax Expenses of Rs.
6.08 crores (previous year Rs. 1.89 crores)
(inclusive of Deferred Tax) the Profit after tax for the
year comes to Rs. 20.47 crores as against Profit of
Rs. 9.62 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. 1530.08 crores
as against Rs. 1471.76 crores showing a increase
of 3.96% over the previous year. The company has
earned Profit before depreciation, finance cost and
tax of Rs.119.16 crores as against Rs. 87.90 crores
in the previous year. After providing for Depreciation
of Rs. 47.62 crores (previous year Rs. 45.83
crores), finance cost of Rs. 45.96 crores (previous
year Rs. 28.67 crores), Share of Profit/(Loss) of
Associates of Rs. 48.42 lacs (previous year Rs.
27.09 lacs) and Tax Expenses of Rs.5.53 crores
(previous year Rs. 2.04 crores) (inclusive of
Deferred Tax) the Profit after tax for the year comes
to Rs. 18.49 crores as against Profit of Rs. 9.73
crores in the previous year.

3. TRANSFER TO RESERVES

Your company has transferred Rs. 2177.80 lacs
[previous year Rs. 1071.73 lacs] to the General
Reserves and thus company's Reserves (Other
Equity) stand increased to Rs. 93922.68 lacs as on
31.03.2025 as against Rs. 91744.88 lacs as on
31.03.2024.

4. CREDIT RATING

During the year, the Rating agency CRISIL Limited
vide its letter dated March 12, 2025 has accorded
the Long Term Rating of total bank loans facilities
'CRISIL A-/Negative' and Short Term Rating
'CRISIL A2 '.

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, 2025. 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, 2025 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, 2025 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. Jawahar
Lal Oswal (DIN: 00463866) and Sh. Dinesh
Oswal (DIN: 00607290), 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.

• Pursuant to the provisions of Sections 149,
150, 152 and other applicable provisions of the
Companies Act, 2013 and Companies
(Appointment & Qualifications of Directors)
Rules, 2014, the Company has proposed the
appointment of Dr. Prem Lata Singla (DIN:
09674172) as an Independent Director of the
Company, not liable to retire by rotation in the
meeting of Board of Directors held on

12.08.2025 for the term of 5 (five) years i.e.
upto 28.09.2030. Brief profile of Dr. Prem Lata
Singla is given in the Explanatory Statement
attached to this Notice.

• The first term of five years for the appointment
of Independent Directors namely Dr. Manisha
Gupta (DIN: 06910242), Dr. Roshan Lal Behl
(DIN: 06443747), Sh. Parvinder Singh Pruthi
(DIN: 07481899) is expiring on 13.08.2025.
Pursuant to Section 149(10) of the Companies
Act, 2013 they are eligible to be re-appointed as
Independent Director(s) of the company for the
2nd term. In terms of the provisions of the
Companies Act, 2013 and rules made
thereunder, the company proposes to re¬
appoint them as Independent Director(s), not
liable to retire by rotation, for a further period of
five years w.e.f. 14.08.2025 subject to approval
of the shareholders in the ensuring Annual
General Meeting of the Company. Brief profile
of aforesaid proposed Independent Directors is
given in the Explanatory Statement attached to
this Notice.

• Sh. Abhinav Oswal (DIN: 07619099) was
appointed as an Executive Director (Whole
time Director) of the Company w.e.f.
01.09.2020 for a period of five years i.e. up to
31.08.2025. The Nomination & Remuneration
Committee of the Company has recommended
and the Board of Directors has approved the re¬
appointment of Sh. Abhinav Oswal as
Executive Director of the company for a further
period of five years i.e. from 01.09.2025 up to
31.08.2030, subject to approval of
shareholders in the ensuring Annual General
Meeting, on the terms and conditions as
mentioned in the Notice of Annual General
Meeting. Brief profile of Sh. Abhinav Oswal is
given in the Explanatory Statement attached to
this Notice.

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 20.04.2024, 30.05.2024, 14.08.2024,
14.11.2024 and 14.02.2025. 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 2024-25, the Independent
Directors met on 14.12.2024, 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, 2025, 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, 2025 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 2024-25 in the Form MGT-7 is placed on the
Company’s website at http://www.owmnahar.
com/nahar_ie/pdf/annual-return-2024-25.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. Suresh Kumar Singla and Dr. Roshan Lal Behl
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 2025-26.

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 2024¬
25 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 14.08.2024 and 14.02.2025 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 2024-25 there is a CSR
obligation of Rs. 2,04,43,360/- 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.
2,05,00,000/-. The excess amount of Rs. 56,640/-
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 2024-25 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 (Firm Registration No. 000323)
has carried out cost audit for applicable
businesses during the year. Your Directors had,
on the recommendation of the Audit

Committee, appointed M/s. R.R. & Co., Cost
Accountants, Ludhiana to audit the cost
accounts of the Company for the financial year
2025-26. 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. R.R. & Co., Cost Accountants,
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 Board of Directors in its meeting held
on 30.05.2025 had appointed M/s. P.S.Bathla &
Associates, Company Secretaries in Practice
(C.P. No. 2585) to undertake the Secretarial
Audit of the Company w.e.f. 1st April, 2025,
subject to the approval of shareholders, for a
period of 5 (five) years. The Secretarial Audit
Report for the financial year 2024-25 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 31st
March, 2025 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, 2025 the company has three
Wholly Owned Subsidiaries namely (i) JLO
Commercial Ventures Limited (ii) JLO Reality
Private Limited and (iii) AKO Schools Private
Limited. These Wholly Owned subsidiaries do not
have any revenue from operations during the year.
The company does not have any material
subsidiary. The company is having four Associate
Companies. 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 forming part of this Report /
Annual Report. A statement containing salient
features of financial statements of Subsidiary /
Associate companies in Form AOC-1 is annexed
with the financial statements. The separate audited
financial statements in respect of each of subsidiary
are also available on the website of the company i.e.
www.owmnahar.com.

31. 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.

32. 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 2024-

25,the Company has not received any complaints
on the same and hence, no complaint was pending
as at March 31,2025.

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

33. INDUSTRIAL RELATIONS

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

34. 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 Directors

sd/-

Jawahar Lal Oswal
Place: Ludhiana (DIN: 00463866)

Date: 12th August, 2025 Chairman

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