Your directors have pleasure in presenting their 41st Annual Report together with the audited financialstatements for the financial year ended 31st March, 2025.
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
Revenue from operations
153,008.40
147,176.18
Profits/ (Loss) Before Depreciation, Finance Cost and Tax
12,218.23
8,790.01
11,916.51
Less: Depreciation
4,761.73
4,582.59
Less: Finance Cost
4,595.95
2,867.44
Profit/(Loss) Before Tax
2,860.55
1,339.98
2,558.83
Less: CSR expenses u/s 135 of Companies Act, 2013
205.00
189.57
Add : Share of Profit/(Loss) of Associates
—
----
48.42
27.09
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
Income tax effect on the same
(43.34)
(36.54)
ii) Net gain /(loss) on FVOCI equity instruments
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 segmentsi.e. Textile and Sugar as per Indian AccountingStandard (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 croresin the previous year showing an increase of5.02%. The textile segment accounts for86.69% (including inter-segment) of the totalturnover of the company for the year ended31st March, 2025. The Business wiseperformance of Textile segment is as under:
a) Yarn: The Company has produced 40322MTs of yarn as against 38464 MTs in theprevious year.
b) Fabric: The Company has produced647.78 lacs meters of fabrics (both greyand processed) as against 544.80 lacsmeters in the previous year.
ii) Sugar: The turnover of sugar segment hasdecreased to Rs.203.46 crores as against Rs.206.62 crores in the previous year showing adecrease of 1.53%. The Company hasproduced 431595 Qtls. of sugar as against454200 Qtls. in the previous year at a Recoveryrate of 9.87% (previous year 10.23%).
Overall Performance (Standalone/Consoli-dated)
We wish to inform you that during the year underreview on standalone basis, the company hasachieved operational income of Rs. 1530.08 crores
as against Rs. 1471.76 crores showing a increaseof 3.96% over the previous year. The company hasearned Profit before depreciation, finance cost andtax of Rs. 122.18 crores as against Rs. 87.90 croresin the previous year. After providing for Depreciationof Rs. 47.62 crores (previous year Rs. 45.83crores), finance cost of Rs. 45.96 crores (previousyear 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 theyear comes to Rs. 20.47 crores as against Profit ofRs. 9.62 crores in the previous year.
We wish to inform you that during the year underreview on consolidated basis, the company hasachieved operational income of Rs. 1530.08 croresas against Rs. 1471.76 crores showing a increaseof 3.96% over the previous year. The company hasearned Profit before depreciation, finance cost andtax of Rs.119.16 crores as against Rs. 87.90 croresin the previous year. After providing for Depreciationof Rs. 47.62 crores (previous year Rs. 45.83crores), finance cost of Rs. 45.96 crores (previousyear Rs. 28.67 crores), Share of Profit/(Loss) ofAssociates 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 ofDeferred Tax) the Profit after tax for the year comesto Rs. 18.49 crores as against Profit of Rs. 9.73crores in the previous year.
Your company has transferred Rs. 2177.80 lacs[previous year Rs. 1071.73 lacs] to the GeneralReserves and thus company's Reserves (OtherEquity) stand increased to Rs. 93922.68 lacs as on31.03.2025 as against Rs. 91744.88 lacs as on31.03.2024.
During the year, the Rating agency CRISIL Limitedvide its letter dated March 12, 2025 has accordedthe Long Term Rating of total bank loans facilities'CRISIL A-/Negative' and Short Term Rating'CRISIL A2 '.
In order to retain the profits of the company, yourdirectors do not recommend any dividend for thefinancial year ended on 31st March, 2025. The
requirement of formulating a Dividend DistributionPolicy as per Regulation 43A of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 is not applicable to the company.
Pursuant to the applicable provisions of theCompanies Act, 2013 and rules framed there under,the amount of dividend remaining unpaid orunclaimed for a period of seven years from the dateof transfer to the unpaid account is required to betransferred to Investor Education and ProtectionFund (IEPF) Account of the Central Government.The Company has already transferred the amountof unclaimed dividend up to financial year 2016-17to the IEPF. The dividend so transferred to IEPFAccount can be claimed back by the concernedmembers from the IEPF authority after complyingwith the procedure prescribed under the rules.
In terms of the requirements of Section 124(6) of theCompanies Act, 2013 read with Investor Educationand Protection Fund (IEPF) Authority (Accounting,Audit, Transfer and Refund) Rules, 2016, asamended ('the Rules') the Company is required totransmit the Shares to the IEPF Account in respectof which the dividend has remained unpaid orunclaimed for a period of seven consecutive years.The shares transmitted to the IEPF Account can beclaimed back by the concerned members from theIEPF authority after complying with the procedureprescribed under the rules.
The details of dividend transferred and sharestransmitted to IEPF authority are also provided onthe website of the company i.e. www.owmnahar.com.
The paid up Share Capital of the Company as at31st 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 EquityShares of the face value of Rs. 10/- each andPreference Share Capital of Rs. 40,00,00,000/-divided into 40,00,000 - 5.5% Non-ConvertibleNon-Cumulative Redeemable Preference Sharesof the face value of Rs. 100/- each (PreferenceShares). During the year the Company has notissued any shares with differential voting right norhas granted any stock options or sweat equity. As
on 31st March, 2025 none of the Promoters/Directors of the Company hold instrumentsconvertible into equity shares of the Company.
During the year, the Company has not accepted anydeposit from the public. As such there are nooutstanding deposits within the meaning of Section73 of the Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules, 2014.
Details of Loans, Guarantees and Investmentscovered under the provisions of Section 186 of theCompanies Act, 2013 are given in the FinancialStatements.
No changes and commitments affecting thefinancial position of the company have occurredduring the year under review as well as the periodbetween the end of financial year till the date of thisreport.
Appointment and change in Directors
• In accordance with the provisions of Section152 of the Companies Act, 2013 and theCompany's Articles of Association Sh. JawaharLal Oswal (DIN: 00463866) and Sh. DineshOswal (DIN: 00607290), Directors of theCompany will be retiring by rotation at theforthcoming Annual General Meeting and beingeligible offer themselves for reappointment.Accordingly, the requisite resolution(s) areproposed at the ensuing Annual GeneralMeeting for approval.
• Pursuant to the provisions of Sections 149,150, 152 and other applicable provisions of theCompanies Act, 2013 and Companies(Appointment & Qualifications of Directors)Rules, 2014, the Company has proposed theappointment of Dr. Prem Lata Singla (DIN:09674172) as an Independent Director of theCompany, not liable to retire by rotation in themeeting 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 LataSingla is given in the Explanatory Statementattached to this Notice.
• The first term of five years for the appointmentof Independent Directors namely Dr. ManishaGupta (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 CompaniesAct, 2013 they are eligible to be re-appointed asIndependent Director(s) of the company for the2nd term. In terms of the provisions of theCompanies Act, 2013 and rules madethereunder, the company proposes to re¬appoint them as Independent Director(s), notliable to retire by rotation, for a further period offive years w.e.f. 14.08.2025 subject to approvalof the shareholders in the ensuring AnnualGeneral Meeting of the Company. Brief profileof aforesaid proposed Independent Directors isgiven in the Explanatory Statement attached tothis Notice.
• Sh. Abhinav Oswal (DIN: 07619099) wasappointed as an Executive Director (Wholetime Director) of the Company w.e.f.01.09.2020 for a period of five years i.e. up to31.08.2025. The Nomination & RemunerationCommittee of the Company has recommendedand the Board of Directors has approved the re¬appointment of Sh. Abhinav Oswal asExecutive Director of the company for a furtherperiod of five years i.e. from 01.09.2025 up to31.08.2030, subject to approval ofshareholders in the ensuring Annual GeneralMeeting, on the terms and conditions asmentioned in the Notice of Annual GeneralMeeting. Brief profile of Sh. Abhinav Oswal isgiven in the Explanatory Statement attached tothis Notice.
Declaration by Independent Directors
• Necessary declaration has been obtained fromall Independent Directors under sub-section (6)of Section 149 of the Companies Act, 2013 andRegulation 16(1 )(b) of SEBI (LODR)Regulations, 2015.
• Your Board confirms that in its opinion the
Independent Directors possess the requisiteintegrity, experience, expertise, proficiency andqualifications. All the Independent Directors onthe Board of the Company are registered withIndian Institute of Corporate Affairs (IICA) asnotified under section 150(1) of the CompaniesAct, 2013.
Number of Meetings of the Board
During the year five Board Meetings were convenedand held on 20.04.2024, 30.05.2024, 14.08.2024,14.11.2024 and 14.02.2025. The detail thereof isalso given in the Corporate Governance Report.The intervening gap between the meetings waswithin the period prescribed under the CompaniesAct, 2013.
Pursuant to the provisions of Companies Act, 2013and SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, the Companyhas devised a policy for performance evaluation ofthe board, its committees and all the Directorsindividually as per the criteria laid down by theNomination & Remuneration Committee of theCompany. The manner of evaluation is stated in theCorporate Governance Report forming an integralpart of this report.
Independent Directors Meeting
During the financial year 2024-25, the IndependentDirectors met on 14.12.2024, inter-alia, to discuss:-
(i) The performance of Non-IndependentDirectors and the Board as a whole;
(ii) The performance of the Chairman of theCompany taking into account the views ofExecutive and Non Executive Directors and
(iii) To assess the quality, quantity and timeliness offlow of information between the companymanagement and the board that is necessaryfor the board to effectively and reasonablyperform their duties.
To the best of their knowledge and belief andaccording to the information and explanationsobtained by them, your Directors make the followingstatement in terms of Section 134(3) (c) and (5) ofthe Companies Act, 2013:-
(i) that in the preparation of the Annual Accounts
for the year ended on 31st March, 2025, theapplicable accounting standards have beenfollowed along with proper explanation relatingto material departures;
ii) that the directors had selected such accountingpolicies and applied them consistently andmade judgments and estimates that arereasonable and prudent so as to give a true andfair view of the state of affairs of the Companyas at 31st March, 2025 and of the profit of theCompany for the year ended on that date;
(iii) that the directors have taken proper andsufficient care for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 2013 forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;
(iv) that annual accounts have been prepared on agoing concern basis;
(v) that the Directors had laid down internalfinancial controls to be followed by theCompany and that such internal financialcontrols are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper systemsto ensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
The web-link for the Annual Return for the financialyear 2024-25 in the Form MGT-7 is placed on theCompany’s website at http://www.owmnahar.com/nahar_ie/pdf/annual-return-2024-25.pdf
During the financial year under review, alltransactions entered into with related parties asdefined under the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 are in the ordinary course ofbusiness and at arm's length basis. The companyhas not entered into any contract or arrangementwith related parties / Group companies other thanarm's length price. The details of Related PartyTransactions are placed before the AuditCommittee for its review and approval on quarterlybasis. These transactions were entered into as per
the Company's policy on Related PartyTransactions and are approved by the AuditCommittee, Board and shareholders. Thecompany's policy on Related Party Transactions isavailable at the web link: www.owmnahar.com/nahar_ie/pdf/RPT_Policy.pdf. The details ofRelated Parties transactions are given in Note No.38 of the Notes to Financial Statements. Pursuantto the provisions of section 134(3) Form AOC-2 isannexed herewith as Annexure-A.
The Company has already constituted an AuditCommittee pursuant to Section 177(8) read withRule 6 of the Companies (Meetings of the Boardand its Powers) Rules, 2014 and SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015. Presently, the Audit Committeeof the Company consists of Sh. Dinesh Gogna, Dr.Manisha Gupta, as Members and Dr. Roshan LalBehl is the Chairman of the Audit Committee. Thedetailed information regarding Audit Committee andits terms of reference is given in CorporateGovernance Report forming an integral part of theDirectors Report.
The Company has already constituted aNomination & Remuneration Committee pursuantto Section 178(1) of the Companies Act, 2013 andSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. Presently, theNomination & Remuneration Committee consists ofDr. Suresh Kumar Singla and Dr. Roshan Lal Behlas Members and Dr. Yash Paul Sachdeva is theChairman of the Nomination & RemunerationCommittee. The detailed information regardingNomination & Remuneration Committee and itsterms of reference is given in CorporateGovernance Report forming an integral part of theDirectors Report.
The Company has laid down a Risk ManagementPolicy and identified threat of such events which ifoccurs will adversely affect the ability of thecompany to achieve its objectives. Evaluation ofbusiness risk and managing the risk has alwaysbeen an ongoing process in your company. TheAudit Committee has also been delegated theresponsibility for assessment, mitigation,
monitoring and review of all elements of risks whichthe Company may be exposed to. The Board alsoreviews the risk management and minimizationprocedures.
The Board adopted a Vigil Mechanism/ WhistleBlower Policy as per SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 andsection 177 of the Companies Act, 2013 to reportgenuine concerns or grievances about unethicalbehavior of employees, actual or suspected fraud orviolation of the Company's Code of Conduct. TheCompany's Vigil mechanism/Whistle Blower Policyis available at the Company's website i.e.www.owmnahar.com.
The Indian Accounting Standard (Ind AS) becameapplicable on the Company w.e.f. 1st April, 2016.Accordingly, the Financial Statements have beenprepared in accordance with the Companies (IndianAccounting Standard) Rules, 2015 as amended bythe Companies (Indian Accounting Standards)Amendment Rules, 2016. The Company is havingadequate internal financial control systems andprocedures which commensurate with the size ofthe Company. The Company is having Internal AuditDepartment which ensures optimal utilization andprotection of Company's resources. The InternalAuditor monitors and evaluates the efficiency andadequacy of internal control systems in thecompany, its compliance with operating systems,accounting procedures and also ensures that theinternal control systems are properly followed by allconcerned departments of the company. Significantaudit observations and corrective actions thereonare presented to the Audit Committee of the Board.The company has appointed M/s. S. Jain & Co.,Chartered Accountants (Firm No. 09593N) asInternal Auditor of the Company for the financialyear 2025-26.
During the year, the Company has complied with theapplicable Secretarial Standards as prescribedunder section 118 of the Companies Act, 2013.
There are no significant and material orders passedby the Regulators / Courts that would impact thegoing concern status of the Company and its futureoperations.
A. Details of application made or any proceedingpending under the Insolvency and BankruptcyCode, 2016 (31 of 2016) during the year alongwith their status as at the end of the financialyear
Not applicable. No such application is made orpending during the year.
B. Details of difference between amount of thevaluation done at the time of one timesettlement and the valuation done while takingloan from the banks or financial institutionsalong with the reasons thereof
Not applicable. During the financial year 2024¬25 there is no instance that the Company hasmade any one time settlement with Banks orFinancial Institutions.
The Company has constituted a Corporate SocialResponsibility (CSR) Committee of the board inaccordance with section 135 of the Companies Act,2013. The Company has adopted a CSR Policy andundertaking CSR programmes/ projects along withgroup companies under one umbrella throughOswal Foundation (OSF) which is a registeredsociety formed in 2006 having its charitable objectsin various fields and registered with MCA videregistration No. CSR00000145. The CSR policy ofthe company has been placed on the Company'swebsite at web-link www.owmnahar.com/nahar_ie/pdf/CSR_Policy_NIEL.pdf. The report onCSR activities as required under the Companies(Corporate Social Responsibility) Rules, 2014including brief outline of the Company's CSR policyis annexed herewith marked as Annexure-B.
During the year, two meetings of CSR committeewere held on 14.08.2024 and 14.02.2025 and all themembers were present in the meeting. Pursuant tothe provisions of Section 135 of the Companies Act,2013, for the financial year 2024-25 there is a CSRobligation of Rs. 2,04,43,360/- on the Company forspending CSR expenses. The company has made
compliance of the applicable provisions of the CSRobligation 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 forset-off in the succeeding financial years.
The Board has, on the recommendation ofNomination and Remuneration Committee, frameda policy for appointment and remuneration ofDirectors, Key Managerial Personnel and SeniorManagement of the Company. The policy also laysdown criteria for determining qualifications, positiveattributes, independence of directors and othermatters provided under section 178 of theCompanies Act, 2013. The Nomination andRemuneration policy of the company is elaboratedin the Corporate Governance Report forming anintegral part of this report.
i) Statutory Audit & Auditor's Report
The shareholders at their 38th Annual GeneralMeeting (AGM) held on 26th September, 2022had already approved the appointment of M/s.K.R. Aggarwal & Associates, CharteredAccountants, (Firm Registration No. 030088N)as statutory auditors of the Company, to holdoffice from the conclusion of 38th AGM up to theconclusion of 43rd AGM to be held in the year2027. The Auditors Report on the accounts ofthe Company for the financial year 2024-25 isself-explanatory and requires no comments.No frauds were reported by the auditors undersection 143(12) of the Companies Act, 2013.
Pursuant to Section 148 of the Companies Act,2013 read with Companies (Cost Records &Audit) Amendment Rules, 2014, the cost auditrecords maintained by the Company in respectof its textiles and sugar segments are requiredto be audited. The Company has maintainedaccounts and cost records with respect toTextile and Sugar business as specified by theGovernment under Section 148(1) of theCompanies Act, 2013. M/s. R.R. & Co., CostAccountants (Firm Registration No. 000323)has carried out cost audit for applicablebusinesses during the year. Your Directors had,on the recommendation of the Audit
Committee, appointed M/s. R.R. & Co., CostAccountants, Ludhiana to audit the costaccounts of the Company for the financial year2025-26. As required under the CompaniesAct, 2013, the remuneration payable to the costauditor is required to be placed before theMembers in a general meeting for theirratification. Accordingly, a resolution seekingmembers' ratification for the remunerationpayable to M/s. R.R. & Co., Cost Accountants,is included in the Notice convening the AnnualGeneral Meeting.
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and rules made thereunder, the Board of Directors in its meeting heldon 30.05.2025 had appointed M/s. P.S.Bathla &Associates, Company Secretaries in Practice(C.P. No. 2585) to undertake the SecretarialAudit of the Company w.e.f. 1st April, 2025,subject to the approval of shareholders, for aperiod of 5 (five) years. The Secretarial AuditReport for the financial year 2024-25 isattached as Annexure-C and forms an integralpart of this Report. There is no secretarial auditqualification for the year under review.
As per the provisions of Section 203 of theCompanies Act, 2013 Sh. Kamal Oswal, ViceChairman-cum-Managing Director, Sh. BharatBhushan Gupta, Chief Financial Officer and Sh.Mukesh Sood, Company Secretary are the KeyManagerial Personnel of the Company.
The information required pursuant to Section 197read with Rule 5(1), 5(2) and 5(3) of Companies(Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 (as amended up to date) inrespect of employees of the Company, forming partof the Directors' Report for the year ended 31stMarch, 2025 is given in Annexure-D to this Report.
The information on conservation of energy,technology absorption and foreign exchangeearnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read withRule 8(3) of Companies (Accounts) Rules, 2014, isannexed herewith as Annexure-E.
Your Company continues to follow the principles ofgood corporate governance. The corporategovernance report along with Auditor's certificateregarding compliance of the conditions of corporategovernance as stipulated in SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 confirming compliance isannexed herewith as Annexure-F and forms part ofthis Report.
As per Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, the submission of BusinessResponsibility and Sustainability Report is notapplicable to the company.
Management Discussion and Analysis Report forthe year under review as stipulated under theRegulation 34(2)(e) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015,is annexed herewith as Annexure-G and forms partof this Report.
As on 31st March, 2025 the company has threeWholly Owned Subsidiaries namely (i) JLOCommercial Ventures Limited (ii) JLO RealityPrivate Limited and (iii) AKO Schools PrivateLimited. These Wholly Owned subsidiaries do nothave any revenue from operations during the year.The company does not have any materialsubsidiary. The company is having four AssociateCompanies. The accounts of the Wholly OwnedSubsidiaries and Associate Companies have beenconsolidated in accordance with Section 129(3) ofthe Companies Act, 2013 read with Companies(Accounts) Rules, 2014; Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 and applicableAccounting Standards (Ind AS). The auditedconsolidated financial statements are provided in
the Annual Report forming part of this Report /Annual Report. A statement containing salientfeatures of financial statements of Subsidiary /Associate companies in Form AOC-1 is annexedwith the financial statements. The separate auditedfinancial statements in respect of each of subsidiaryare also available on the website of the company i.e.www.owmnahar.com.
31. STATEMENT WITH RESPECT TO COMPLIANCEOF THE PROVISIONS RELATING TO THEMATERNITY BENEFIT ACT 1961
The Company has duly complied with the provisionsof the Maternity Benefit Act, 1961 during the yearunder review. All eligible female employees havebeen extended maternity benefits, including leaveand wages, as per the statutory requirements. TheCompany remains committed to upholdingemployee welfare and ensuring a safe and inclusiveworkplace in accordance with applicable laws.
32. DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy against sexualharassment and constituted an Internal CompliantCommittee in line with the provisions of SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the rulesframed thereunder. During the Financial Year 2024-
25,the Company has not received any complaintson the same and hence, no complaint was pendingas at March 31,2025.
Number of complaints of sexual harassmentreceived in the year NIL
Number of complaints disposed off during the yearNIL
Number of cases pending for more than ninety daysNIL
Industrial relations throughout the year continued tobe very cordial and satisfactory.
Your directors would like to express theirappreciation for the assistance and co-operationreceived from financial institutions, banks andshareholders. They also place on record theirappreciation for the cooperation of employees at alllevels.
sd/-
Jawahar Lal OswalPlace: Ludhiana (DIN: 00463866)
Date: 12th August, 2025 Chairman