Dear Members,

Your Directors would like to present the Thirty Seventh Annual Report on the business and operations of theCompany together with Audited Financial Statements for the year ended 31st March, 2025.

FINANCIAL PERFORMANCE

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

*Consolidated profit for the year includes Share of profit from Associates under equity method for the amount of Rs. 12.01 Crores in Current Year and Rs. 15.16 Crores in the Previous Year.

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financial statements have been prepared as per the Indian Companies Accounting Standard Rules, 2015 as amended, 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.

EXPANSION PLAN

We are pleased to inform that to capitalize on emerging market opportunities, your Board has decided to increase its production capacity by installing Third line of BOPP films with a capacity of 36000 MT per annum at Village Simrai, Mandideep, Distt. Raisen, Madhya Pradesh. The Project will be financed by way of Term Loan as well as internal accruals of the Company. The project is expected to be fully implemented by financial year 2027-2028.On completion of the said project, Company's Capacity will stand increased to 96000 MT per annum, which will enable Company to reap the economies of scale as well as improve its operational efficiencies.

OPERATIONAL REVIEW AND STATE OF AFFAIRS

We would like to inform you that Company operates in single segment i.e. Biaxially Oriented Poly Propylene Films (BOPP films), as such the disclosure requirements as per Indian Accounting Standard (IndAS108)issued by the Institute of Chartered Accountants of India, New Delhi are not applicable to the Company.

Now, we would like to inform you regarding the Salient features of Company's operational performance during the year under review on Standalone as well as consolidated basis which is here under:

(A) Standalone-Financial Performance:-

We are pleased to inform you that during the year under review, on standalone basis Company achieved a total income of Rs. 684.87 Crores as against Rs. 611.62 Crores, showing an impressive increase of 11.98% over the previous year. Likewise, Exports at Rs.79.09 crores has also shown an increase of 7.56% over the previous year. The Company substantially improved its financial performance and earned a profit before tax of Rs. 52.36 Crores as against loss of Rs. (11.46) Crores, showing an impressive increase of 556.89% over the previous year. After providing Rs. 16.00 Crores for taxation (including deferred tax), it earned Net Profit of Rs. 36.36 Crores as against loss of Rs. (8.49) Crores in the previous year.

(B) Consolidated- Financial Performance/Financial Statements

The Company has One Associate Company viz. M/s Nahar Capital and Financial Services Limited as defined under the Companies Act, 2013. Pursuant to the requirements of Section 129(3) of the Companies Act, 2013, the Company consolidated the financial statements in respect of said Associate Company for the financial year ended 31 March, 2025. The report on the performance and financial position of the Associate Company as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Financial Statements for the year ended 31 March, 2025 as an Annexure.

On consolidated basis, the Company earned a total income of Rs. 683.88 Crores against Rs. 610.63 Crores showing an impressive increase of 12% over the previous year. It earned a profit before tax of Rs. 51.37 Crores as against loss of Rs. (12.45) Crores showing an impressive increase of 512.61% over the previous year. After providing Rs. 16.00 Crores for taxation (including deferred tax) it earned Net Profit (including Share of Profit from Associates) of Rs. 47.38 Crores as against Rs. 5.68 Crores in the previous year.

TRANSFER TO RESERVE

During the year Company has not transferred any amount to the Reserves and thus Company's General Reserve stands at Rs. 24160.18 lakhs as on 31st March, 2025.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

We are pleased to inform you that your Board in its meeting held on 28 May, 2025 has recommended a dividend of Rs. 1.00/- per equity shares of Rs. 5/- each (i.e. @ 20%) for the year ended 31 March, 2025, out of the profits of the company. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 25 September, 2025.

The dividend, if approved at the ensuing Annual General Meeting, will be paid out of free reserves of the Company to all those shareholders whose names shall appear in the Register of Members on 5th September, 2025 or Register of Beneficial Owners, maintained by the Depositories as at the close of 5th September, 2025. Further, as per the Finance Act, 2020 dividend income is taxable in the hands of members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from the dividend payable to the members at the prescribed rates as per the Income Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) 2015 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 retaining profits earned by the Company, is available on the website of the Company at http://www.owmnahar.com/nahar_polyfilm/pdf/NPF-dividend_ distribution_policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all dividends which remain unpaid/ unclaimed for a period of seven years shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company has transferred an amount of Rs. 5,75,413.50/- (Rupees Five Lakhs Seventy Five Thousand Four Hundred Thirteen and Fifty Paisa only) being the amount of unclaimed dividend for the year 2016-17 to the Investor Education and Protection Fund in November, 2024. Further, unpaid dividend for the year 2017-18 shall be transferred to Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 in November, 2025. The Company has also sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the Company before transferring the same to the Investor Education and Protection Fund.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more is required to be transferred to the demat account of the IEPF Authority. Accordingly, during the year under review, the Company has transferred 41,893 (Forty One thousand Eight Hundred and Ninety Three) equity shares of Rs. 5/- each, to the demat account of IEPF Authority having DPID/Client ID: IN300708/10656671. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: https://www.owmnahar.com/nahar_polyfilm/pdf/ pertaining-to-fy-2016-17.pdf. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Further, shares in respect of unclaimed/unpaid dividend for seven consecutive years from the financial year 2017-18 shall be transferred to Investor Education and Protection Fund pursuant to IEPF Rules in November, 2025. The Company has sent letter to the shareholders and published the Notice in the Newspaper informing them to claim the unclaimed dividend from the Company at the earliest. The list containing the details of shares alongwith unclaimed/unpaid dividend for seven consecutive years to be transferred to the IEPF Authority are available on Company's website at https://www. owmnahar.com/nahar_polyfilm/pdf/pertaining-to-fy-2017-18.pdf.

The shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. Concerned members/investors are advised to visit the weblink: https://www.mca.gov.in/content/mca/global/en/ foportal/fologin.html 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.

(A) Retirement of Directors

Pursuant to provisions of section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Mr. Jawahar Lal Oswal (DIN: 00463866) and Mr. Dinesh Oswal (DIN: 00607290), will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Board recommends their re-appointment to the members of the Company at the ensuing Annual General Meeting.

(B) Cessations /Appointments of Independent Directors/Reappointments

During the year under review, Dr. Rakesh Kumar Jindal (DIN: 03602606) Independent Director resigned from the Company w.e.f. 16 July, 2024. The Board places on record its appreciation for valuable services rendered by him. Dr. Pankaj Goel (DIN: 10724108) was appointed as Independent Director of the Company w.e.f. 12 August, 2024 to hold office for five consecutive years for a term i.e. upto August 11, 2029.

(C) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Sambhav Oswal (Managing Director), Mr. Satish Kumar Sharma (Executive Director), Mr. Rakesh Kumar Jain (Chief Financial Officer) and Ms. Priya (Company Secretary) are Key Managerial Personnel

(hereinafter referred as KMP) of the Company for the Financial Year 2024-25.

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 Performance Evaluation is to be made by Board of its own performance and that of its Committee 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 of its own performance and that of its committees and individual Directors as per the criteria 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, behaviour, 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 Financial Year 2024-25 was discussed by the Nomination and Remuneration Committee at the meeting held on 27 May, 2025 and the Board at their meetings held on 28 May, 2025. The Board was satisfied with the evaluation process and the approved the evaluation results thereof.

CORPORATE POLICIES

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the said regulations, the listed companies are required to formulate certain policies. As good corporate the company has already formulated several corporate governance policies and the same are available on the Company's website i.e.www.owmnahar.com. The said policies are reviewed periodically by the board to make them in compliance with the new Regulations/ requirements.

The Company has adopted certain policies, the details of which are given as follows:

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 meet independence of Directors. The present strength of the Board as on the date is 12 (twelve) Directors. Mr. Jawahar Lal Oswal is Non-Executive Chairman. He is also one of the promoters of the Company. Mr. Sambhav Oswal is Managing Director and Mr. Satish Kumar Sharma is Executive Director of the Company. There are Four Non-Executive Directors and Six Independent Directors out of which Dr. Manisha Gupta and Dr. Prem Lata Singla are Independent Woman Directors of the Company.

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 http://www.owmnahar.com/nahar_polyfilm/pdf/NPFLAPPOI NTMENTAND REMUNERATION POLICY.pdf. There has been no change in the Policy since the last financial year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors held their meeting on November 11, 2024 without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting and at the meeting, they:

i. Reviewed the performance of non-Independent directors and the Board as a Whole;

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

iii. Assessed the quality 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

The company at the time of appointing a Director, issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All 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 Obligation and Disclosure Requirements) Regulations, 2015. They were also informed regarding the recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI various regulations and recent amendments in the Companies Act, 2013.The details of Company's Policy on Familiarization Programs for Independent Directors are posted on the website of the Company and can be assessed at https://www.owmnahar.com/nahar _polyfilm/pdf/familiarization-program_2025.pdf

NUMBER OF BOARD MEETINGS

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

PARTICULARS OF CONTRACTS AGREEMENTS WITH RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacturing of BiAxially Oriented Polypropylene Films (BOPP) for which, sometimes the Company purchases Export Entitlement Licenses i.e DEPB, RODTEP Licenses from group company(s) which are in the ordinary course of business at Arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. 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 of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014. However, the transactions entered into with the Group Companies during the year under review, has been given as 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. 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 COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are 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 31st March, 2025 is Rs. 1229.40 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights as to dividend, voting or otherwise nor granted stock options or sweat equity under any scheme.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company adopted CSR Policy and decided to undertake CSR activities in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation, which is a Registered Society formed in 2006, having its charitable objects in various fields. The details of the CSR Policy are available on the company's website i.e. www.owmnahar.com. The disclosure relating to the CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 as amended, is annexed hereto as "Annexure I" and forms part of this Report.

COMMITTEES OF THE BOARD

The compositions of the committees as on 31st March, 2025 are as under:-

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, Company has already constituted an Audit Committee consisting of three Non-executive Directors under the Chairmanship of Dr. Roshan Lal Behl, Mr. Dinesh Gogna and Dr. Manisha Gupta as members as on 31st March, 2025. Ms. Priya 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, the Company established a Vigil Mechanism process as an extension of Company's Code of Conduct whereby any employee, directors, customers, vendors etc., can report the genuine concerns or grievances to the members of the Committee about unethical behaviour, actual or suspected, fraud or violation of Company's Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company's Website. The Company has a dedicated e-mail address i.e. whistleblowernpfl@ owmnahar.com for reporting the genuine concerns. The Whistle Blower Policy/Vigil Mechanism is also updated on Company's Website and can be accessed at https://www.owmnahar.com/nahar_polyfilm/pdf/Whistle _Blower_Policy_2025.pdf. The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any Subsidiary or joint venture company. The Company has only one associate company i.e. M/s Nahar Capital and Financial Services Limited. No Company has become or ceased to be the Associate Company of the Company during the year under the review.

CREDIT RATING

We are pleased to inform you that M/s CARE Ratings vide their mail dated 05 March, 2025 has intimated us about the credit rating assigned to the Company which is as follows:

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Further, as per the provisions of Companies Act, 2013, the Company may send financial statements and other documents by electronic mode to its members. Your Company has decided to join the MCA in its environmental friendly initiative.

Accordingly, henceforth Company propose to send documents such as Notice of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of 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 A/c. or send the same to the Company via e-mail at:-secnel@owmnahar.com or gredressalnpfl@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 listed on the following Stock Exchanges:

1. The BSE Ltd.

th

25 Floor, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai- 400001

2. 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 2025-26.

DEMATERIALIZATION OF SECURITIES

Your company has already 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 on31st March, 2025, 97.68 % of the total Equity Share Capital has been dematerialized. The shareholder(s) who has not dematerialized their shares till date are requested to opt for dematerialization of the shares at the earliest.

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 Ltd.

(Unit: Nahar Poly Films Limited) "Alankit House", 4E/2, Jhandewalan Extension New Delhi-110055 Telephone No: 011-23541234 Fax No.: (011) 23552001 E-mail ID:rta@alankit.com

Special Window for Re-Lodgement of Transfer Requests: SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025, opened a one-time special window from July 07, 2025 to January 06, 2026 for physical shareholders, where the original share transfer requests were lodged prior to April 01, 2019 and were returned or rejected due to deficiencies in documentation, process or any other reason, to submit re-lodgement requests. The shares re-lodged for transfer will be processed only in dematerialized form during this window. Eligible shareholders may submit their transfer requests alongwith the requisite documents to the Company's Registrar and Share Transfer Agent within the stipulated period.

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at Email ID: secnel@owmnahar.com or at the Registered Office of the Company.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks which are associated with the business of the Company. The Board as well as Audit Committee regularly overseas 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.The Company is engaged in the manufacture of BOPP Films and has identified certain risks which may affect the performance of the Company. These include operational risks such as fluctuation in the prices of the raw materials fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.The Risk Management Policy is also updated on Company's Website and can be accessed at https://www.owmnahar.com/nahar _polyfilm/pdf/risk-management-policy.pdf

In compliance with the provisions of Regulation 21 of SEBI (LODR) (Second Amendment) Regulations, 2021 the company has also 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 Mr. Sambhav Oswal, Managing Director and Dr. Anchal Kumar Jain and Dr. Prem Lata Singla, Independent Directors of the Company are 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 10 April, 2024 and 16 October, 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to 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) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures, if any;

ii) that they 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 and loss of the Company for the period;

iii) that they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities;

iv) that they have prepared Annual Accounts on a going concern basis;

v) that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

vi) that they have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(A) Statutory Auditors

We wish to inform you that M/s YAPL & Co, Chartered Accountants, Firm Registration No (017800N), were appointed as Statutory Auditor of the Company by the Members, for a term of five years starting from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2027.

M/s YAPL & 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.

Audit Report

The Statutory Auditors have submitted the Audit Report on the Standalone as well as Consolidated Accounts of the Company for the Accounting year ended on 31st March, 2025. There were no qualifications, reservations, adverse remarks or disclaimers in the Report. The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self-explanatory and require no comments.

No frauds were reported by the Auditors under Section 143(12) of the Companies Act, 2013.

(B) Cost Auditors

We would like to inform you that the Ministry of Corporate Affairs vide its Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company's business activities have been included within the purview of Cost Audit requirement. Accordingly,the Board of Directors on the recommendation of Audit Committee appointed M/s Khushwinder Kumar & Associates, Cost Accountant, as Cost Auditors of the Company for financial year 2025-26 and has fixed a remuneration of Rs. 55000/- subject to the ratification of 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 the ratification of the remuneration of the Cost Auditor by the shareholders at the ensuing Annual General Meeting is being proposed for your approval.

Cost Audit Report

The Cost Auditors have conducted Cost Audit for the Financial Year ended 31st March, 2025. There were no observations (including any qualification, reservation, adverse remark or disclaimer) in their Cost Audit Report that may call for any explanation from the Directors.

(C) Secretarial Auditor

In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 the Board, based on recommendation of the Audit Committee, has approved the appointment of Mr. P.S. Bathla, proprietor of M/s. P.S. Bathla and Associates, Peer Reviewed Company Secretary in Practice, Ludhiana having Certificate of Practice Number 2585, as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders of the Company at the ensuing AGM. He has expressed his willingness for appointment as Secretarial Auditor of the Company and has given a written consent and confirmed that he is not disqualified and is eligible to be appointed as Secretarial Auditor in terms of Regulation 24A of the Listing Regulations read with SEBI circular no. SEBI/HO/ CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024. The Resolution for his appointment has been proposed for your approval in the accompanying Notice.

Secretarial Audit Report

M/s. P.S. Bathla & Associates, Practicing Company Secretary have carried out the secretarial Audit for the financial year ended 31st March, 2025 and submitted their Secretarial Audit Report in the form MR-3 as annexed herewith this report as 'Annexure II' and forms part of this report.

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 i.e SS1 and SS2 relating to Meeting of Board of Directors and General Meetings, respectively, issued by the institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company is maintaining an efficient and effective system of Internal Financial Control for the facilitation of speedy and accurate compilation of financial statements. The Company's Internal 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 Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Company's internal Financial Control system commensurate with the nature of its business and the size of its operations. In order to further strengthen the internal control system and to automate the various processes of the business, the company is making use of SAP S4 HANA application, which is based on SAP Hana database. It keeps all the 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 appointed M/s Piyush Singla & Associates, a firm of Chartered Accountants as Internal Auditor of the Company. The Company is also having an Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems laid down by the management and to suggest improvement in the systems.

Apart from the above, an Audit Committee consisting of three non-executive directors has been constituted. All the significant audit observation and follow up action thereon are taken care of by the Audit Committee. The Committee oversees the adequacy of Internal Control. The Audit Committee met four times during the financial year 2024-25. The Company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

ANNUAL RETURN

As provided under Section 92(3) and 134(3) (a) of the Act, read with Rule 12 of Chapter VII, Companies

(Management and Administration) Amendment Rules,2020, Annual Return in Form MGT-7 for FY 2024-25 is uploaded on the website of the Company and can be accessed at https://www.owmnahar.com/nahar_polyfilm /pdf/Annual-Return-2024-2025.pdf

PUBLIC DEPOSITS

During the year under review, the company has not accepted any Public Deposits within the meaning of section 73 of the Companies Act,2013 and the rules framed 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:-

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as "Annexure III" and form part of this report.

In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. However, the details regarding remuneration received by Managing Director is also given in "Annexure III" and form part of this report.

Pursuant to the provisions of Section 197(1) of the Companies Act 2013 as amended from time to time, the Company got approval of shareholders vide special resolution passed in the 34th Annual General Meeting of the Company and re-designated Mr. Sambhav Oswal as an Managing Director w.e.f. 1st September, 2022 to 30th June, 2025 i.e. till the Completion of his present tenure. Mr. Sambhav Oswal is 32 years of age. He has done his graduation in Business Administration from University of Southern California, USA. Before joining the Company, he was employed with Nahar Spinning Mills Limited. He has business experience of more than 11 years in the areas of Marketing, Exports, Finance and Corporate Affairs. During the year under review, Mr. Sambhav Oswal, Managing Director of the Company has been paid a remuneration of Rs. 9,94,50,000/- (Rupees Nine

Crores Ninety Four Lakh Fifty Thousand only) in the financial year 2024-25 and Commission of Rs. 98,00,000 (Rupees Ninety Eight Lakhs only). His shareholding in the Company is 38100 equity shares of Rs.5/- each. He is related to Mr. Jawahar Lal Oswal, Chairman, Mr. Dinesh Oswal, Director, and Mr. Kamal Oswal, Director of the Company and Ms. Ritu Oswal, CSR Advisor of the Company.

No other employee was in receipt of remuneration exceeding the limits as provided under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 and the rules framed thereunder.During the financial year 2024-25, the Company has not received any complaints on sexual harassment and hence, no compliant remains pending as

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on 31 March, 2025.

To build awareness regarding sexual harassment, rights of the women under the POSH Act and reporting of complaints as per Company's policy, the Company has conducted seminars under POSH Act during the year under review.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

INFORMATION OF ONE-TIME SETTLEMENT FOR LOANS TAKEN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There is no instance of one-time settlement with any Bank or Financial Institution during the financial year 2024-25, 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 Benefits Act, 1961 during the year under review.

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

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. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report along with the Auditors 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, is attached herewith as 'Annexure V' and forms part of this report.

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 enclosed as per 'Annexure VI' and forms the part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report for the year ended 31st March, 2025 describing the initiatives taken by the listed entity from an environmental, social and governance perspective in the format as specified by the Board as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is uploaded on the website of the Company and can be accessed at https://www. owmnahar.com/nahar_polyfilm/pdf/BRSR-2024-25.pdf.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

The Company recognizes human resource as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company is of firm belief that the Human Resources are the driving force that propels a Company towards progress and success. The Company has a team of able and experienced professionals to look after the affairs of the Company. The Company's employees at all levels have extended their whole hearted cooperation for the excellent performance of the Company.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish 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, cooperation and confidence in the Management of the Company