Directors Report of Nahar Spinning Mills Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the
TWENTIETH ANNUAL REPORT on the affairs of the
Company for the financial year ended March 31,2025.
FINANCIAL PERFORMANCE

Your Company''s financial performance during the year is
summarized below:

Particulars	STANDALONE		CONSOLIDATED
	Current Year	Previous Year	Current Year	Previous Year
Total Income	4936.09	5606.03	4648.89	5177.71
Less: Total Expenses	1114.76	963.67	1114.76	963.67
Profit before Tax	3821.33	4642.36	3534.13	421 4.04
Less: Tax (including deferred tax charge/(credit))	781.33	802.53	858.38	319.35
Share of Profit/(loss) from Associates	---	---	2305.47	(2718.1 2)
Net Profit	3040.00	3839.83	4981.22	1176.57
Other Comprehensive Income/(loss)	(938.63)	35.09	(2796.06)	89.1 8
Profit/(Loss) for the period	2101.37	3874.92	2185.16	1265.75

INDIAN ACCOUNTING STANDARD

The financial statements have been prepared in
accordance with the Indian Accounting Standards (Ind-
AS) as notified by Ministry of Corporate Affairs (MCA)
under Section 133 of the Companies Act, 2013 read with
the Companies (Indian Accounting Standards) Rules,
2015 as amended and other relevant provisions of the Act
and applicable guidelines issued by the Reserve Bank of
India (RBI). The financial statements have been prepared
in accordance with the format prescribed for a Non¬
Banking Financial Company (NBFC) in compliance of the
Companies (Indian Accounting Standards) Rules, 2015,
in Division III of Notification No. GSR 1022 (E) dated
October 11, 2018, issued by the Ministry of Corporate
Affairs.

FINANCIAL PERFORMANCE REVIEW AND STATE OF
AFFAIRS

We would like to inform you that the Company has been
operating under two segments namely; Investment/
Financial Activities and Real Estate Segment as per Ind-
AS 108 ''Operating Segments''. The Company has made
reporting of both the segments i.e. Investment/Financial
Activities and Real Estate Activities in the financial
statements for the year ended March 31,2025.

Before reviewing overall performance of the company,
we would like to brief you regarding the working
performance of each segment, which is as under:-
INVESTMENT/FINANCIAL SEGMENT
The Company''s primary business activities are
''Investment/Financial Activities'' comprising of Long

Term/Strategic Investments and Short Term / Trading
Investments. Besides, the Company''s business activities
also include lending activities which is primarily to Group
Companies and Affiliates. The Company makes
investments in equity and debt securities, both in Primary
and Secondary Market directly as well as through Mutual
Funds, Portfolio Management Services, Alternative
Investment Funds etc. During the year under review, the
Company achieved net revenue of Rs. 4367.26 Lakhs as
compared to Rs. 4983.16 Lakhs in the previous year and
earned a Profit (before tax and finance cost) of Rs.
4013.81 Lakhs as compared to Rs. 4710.75 Lakhs in the
previous year from investment/financial activities.

REAL ESTATE SEGMENT

We would like to inform you that during the year under
review under the real estate segment, the Company
achieved net revenue of Rs. 568.83 Lakhs as compared
to Rs. 622.87 Lakhs in the previous year and earned a
Profit (before tax and interest cost) of Rs. 448.65 Lakhs
as compared to Rs. 506.12 Lakhs in the previous year.
OVERALL PERFORMANCE

During the FY 2024-25, the financial markets of India as
well as globally, remain highly volatile due to India Lok
Sabha elections, US Elections, geopolitical tensions, FII
outflows and central banks'' policies, affecting the overall
investment profitability in general but your Company
performed reasonably during the year as enumerated in
the table given above. Also, management''s balanced
approach towards portfolio management, diversification
and its continuous review and timely actions has enabled
it to get early warning signals and to make appropriate
investment decisions from time to time. We would brief
you regarding the financial performance of the Company
on standalone as well as consolidated basis, which is as
under:-

STANDALONE FINANCIAL PERFORMANCE

On standalone basis, the Company earned
operating/other income of Rs. 4936.09 Lakhs in the
current year as against Rs. 5606.03 Lakhs in the previous
year. It earned a profit before tax of Rs. 3821.33 Lakhs for
the year ended March 31, 2025 as against Rs. 4642.36
Lakhs in the previous year ended March 31,2024.
CONSOLIDATED FINANCIAL PERFORMANCE
Pursuant to the requirements of Section 129(3) of the
Companies Act, 2013, the Company has consolidated
the Financial Statements for the year ended March 31,
2025 in respect of its Associate Companies namely; M/s.
Nahar Spinning Mills Ltd. and M/s. Nahar Poly Films Ltd.
On consolidated basis, the Company earned
operating/other income of Rs. 4648.89 Lakhs during the
year under review as against Rs. 5177.71 Lakhs in the
previous year. It earned a net profit after tax of Rs.
4981.22 Lakhs for the year ended March 31, 2025 as
against Rs. 1176.57 Lakhs in the previous year ended

March 31,2024.

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 20
Crores to the General Reserve during the year under
review and thus Company''s General Reserve stands
increased to Rs. 638.21 Crores as on March 31,2025.
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
The Board, considering the Company''s performance for
the financial year ended March 31, 2025, has
recommended a dividend of Rs. 1.50/- (i.e. 30%) per
equity shares of Rs. 5/- each on paid up equity share
capital for the year ended March 31,2025. The proposal
is subject to the approval of shareholders at the ensuing
Annual General Meeting to be held on September 25,
2025. The total dividend involved a cash outflow of Rs.
251.19 Lakhs.

The dividend, if approved at the forthcoming Annual
General Meeting, will be paid out of the profits of the
Company for the year under reference to all those
shareholders whose name shall appear in the Register of
Members as on September 5, 2025 or Register of
Beneficial Owners, maintained by the Depositories as at
the close of September 5, 2025. Further, as per the
Finance Act, 2020 dividend income is taxable in the
hands of members and the Company is required to
deduct tax at source (TDS) from the dividend payable to
the members at the prescribed rates as per the Income
Tax Act, 1961.

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) 2015, 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://owmnahar.com/nahar_cf/pdf/Dividend_Distributio
n_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.4,56,906.00/- (Rupees Four Lakhs Fifty Six Thousand
Nine Hundred and Six 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 (IEPF Rules), 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 10,439 (Ten Thousand
Four Hundred Thirty Nine) 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://owmnahar.com/
nahar_cf/pdf/List-of-Shareholders-2016-17.pdf.

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 the website of the Company at
https://owmnahar.com/nahar_cf/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
access the web link: https://www.mca.gov.in/content/
mca/global/en/foportal/fologin.html for filing e-Form
IEPF-5 for refund of shares and/or dividend from the
IEPF Authority.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their
declaration to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI
(LODR) Regulations, 2015.

The Board has taken on record the declarations and
confirmations submitted by the Independent Directors. In
the opinion of the Board, all Independent Directors hold
high standards of integrity and possess requisite
qualifications, experience and expertise as required to
discharge their duties as Independent Director with an
objective independent judgment and without any external
influence. All the Independent Directors have confirmed
that they are in compliance with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules 2014,
with respect to registration with the data bank of
Independent Directors maintained by the Indian Institute
of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Re-appointment of Directors

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and Article 117 of the Articles of
Association of the Company, Mr. Dinesh Gogna (DIN:
00498670) and Mr. Satish Kumar Sharma (DIN:
00402712), Non-executive Directors of the
Company, will be retiring by rotation at the ensuing
Annual General Meeting and being eligible, offered
themselves for re-appointment. The Board has
recommended their re-appointment to the members
of the Company at the ensuing Annual General
Meeting.

Further, the first term of office of Dr. Roshan Lal Behl
(DIN: 06443747), as Independent Director of the
Company, will expire on September 29, 2025. The
Board, on the recommendation of Nomination and
Remuneration Committee and on the basis of report
of performance evaluation, has decided to re-appoint
Dr. Roshan Lal Behl (DIN: 06443747), as an
Independent Director for a second term of five
consecutive years w.e.f. September 30, 2025 upto
September 29, 2030. The necessary resolution for
his re-appointment has been proposed in the
accompanying Notice for your approval.

• Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Dinesh Oswal (DIN:
00607290), Managing Director, Mr. Hans Raj Kapoor,
Chief Financial Officer and Mrs. Anjali Modgil,
Company Secretary, are the Key Managerial
Personnel (hereinafter referred as KMP) of the
Company. There has been no change in the KMP
since the last fiscal year.

FIT AND PROPER POLICY

The Directors have adopted a ''Fit and Proper'' Policy for
ascertaining the ''fit and proper'' criteria to be adopted at
the time of appointment of directors and on a continuing
basis, pursuant to the Non Banking Financial Companies
- Corporate Governance (Reserve Bank) Directions,
2015 issued by the Reserve Bank of India.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandate
that a Formal Annual Evaluation is to be made by Board of
its own performance and that of its Committees and
individual Directors. Schedule IV of the Companies Act,
2013 states that performance evaluation of the
Independent Directors shall be done by Directors
excluding the Director being evaluated.

The Board carried out a formal annual performance
evaluation as per the criteria/framework laid down by the
Nomination and Remuneration Committee of the
Company and adopted by the Board. The evaluation was
carried out through structured evaluation process to
evaluate the performance of individual Director including
the Chairman of the Board. They were evaluated on
parameters such as their education, knowledge,
experience, expertise, skills, bahaviour, leadership
qualities, level of engagement and contribution including
attendance at Board and Committee Meetings,
independence of judgement, decision making ability for
safeguarding the interest of the Company, stakeholders
and its shareholders. The performance evaluation of the
Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and
the Non Independent Directors was carried out by the
Independent Directors. The outcome of the Board
Evaluation for the Fiscal 2025 was discussed by the
Nomination and Remuneration Committee at the Meeting
held on May 27, 2025 and the Board at its Meeting held on
May 28, 2025.

The Board was satisfied with the evaluation process and
approved the evaluation results thereof.

CORPORATE POLICIES:

As per SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the listed companies
are required to formulate certain policies. As a good
corporate, 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 compliant with the
new Regulations/requirements.

The policies, adopted by the company are given
hereunder:

Name of the Policy	Brief Description
Appointment and Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved and adopted the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other

	employees as recommended by Nomination and Remuneration Committee. The Policy has been uploaded on the Company''s website and can be accessed at http://owmnahar. com/nahar cf/pdf/NAHARCAPAPPOIN TMENTANDREMUNERATIONPOLICY. pdf
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy was formulated by CSR Committee and adopted by the Board. The Company''s CSR Policy outlines the various projects/programmes/ activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 relating to promoting education, healthcare, rural development, environment, hunger, poverty etc. The Policy has been uploaded on the Company''s website and can be accessed at http://www. owmnahar.com/nahar_cf/pdf/csr_ policy.pdf
Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its directors and employees. The aim of the policy is to provide a channel to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct for policy. The Policy has been uploaded on the Company''s website and can be accessed at https://owmnahar.com /nahar_cf/pdf/vigil_mechanism_25.pdf
Policy for determining the material related party transactions and dealing with the related party transactions	Pursuant to the requirements of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on Materiality of Related Party T ransactions and Dealing with Related Party Transactions. The policy regulates the transactions between the Company and its group companies and related parties. The Policy has been uploaded on the Company''s website and can be accessed at https://owmnahar.com/ nahar_cf/pdf/related_party_transaction _policy_25.pdf

Insider Trading Policy	Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Board has adopted the following Codes to provide framework for dealing in the Securities of the Company by the Insiders: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information ii. Code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons The Codes help to regulate trading in securities by the designated persons and immediate relatives of designated persons. The Code requires pre¬ clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Policy has been uploaded on the Company''s website and can be accessed at http://owmnahar. com/nahar_cf/pdf/code-of-practices- and-procedures-for-fair-disclosure.pdf
Preservation of documents Policy	The Board of Directors has approved and adopted the policy for Preservation of documents. The Policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of 8 years as per the requirements of applicable laws.
Archival Policy	Pursuant to the requirements of Regulations 30(8) of the SEBI (Listing Ob l ig ati on s an d D i scl osu re Requirements) Regulations, 2015, the Board has approved and adopted the Archival Policy. The Policy ensures protection, maintenance and archival of Company''s disclosures, documents and records that are placed on Company''s website i.e. www.owmnahar.com.
Board Diversity Policy	The Board of Directors has approved and adopted the Board Diversity Policy as per the recommendations of Nomination and Remuneration Committee. The policy envisages of diversification of Company''s Board in respect of age, knowledge, experience and expertise.
Dividend Distribution Policy	Pursuant to the requirements of Regulation 43A of SEBI (Listing Ob l ig ati on s an d D i scl osu re

Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy. The policy facilitates payment of dividend to the shareholders and set 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. The policy has been uploaded on Company''s website a n d c a n b e a c c e s s e d a t http://owmnahar.com/nahar_cf/pdf/ Dividend_Distribution_Policy.pdf

Risk Management Policy

To monitor and manage the risk associated with the Company''s investment business, the Company''s Board of Directors has formulated and adopted a Risk Management Policy including therein identification and risk mitigation measures. The policy has been uploaded on Company''s website a n d c a n b e a c c e s s e d a t https://owmnahar.com/nahar_cf/pdf/ risk_management_policy_22.pdf

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.
The present Board consists of ten members. Mr. Jawahar
Lal Oswal (DIN: 00463866) is a Non-Executive
Director/Chairman. Mr. Dinesh Oswal (DIN: 00607290) is
a Managing Director. There are four Non Executive
Directors and five are Independent Directors out of which
one Director namely; Dr. Manisha Gupta (DIN:
06910242) is a woman Independent Director on the
Board.

The Company''s Policy of Appointment and
Remuneration includes criteria for determining
qualification, positive attributes, independence of
directors and other matters as required under sub¬
section 3 of Section 178 of the Companies Act, 2013. The
Policy also laid down the criteria for determining the
remuneration of directors, key managerial personnel and
other employees. The Nomination & Remuneration
Policy of the Company is available on the Company''s
website and can be accessed at http://owmnahar.com/
nahar_cf/pdf/NAHARCAPAPPOINTMENTANDREMUN
ERATIONPOLICY.pdf. There has been no change in the
Policy since the last fiscal 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.

BOARD MEETINGS

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

The Company''s Independent Directors met on November
11, 2024, without the attendance of Non-Independent
Directors and members of Management. All the
Independent Directors were present at the meeting. 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
Director and Non-Executive Directors;

iii. Assessed the quality, quantity and timeliness of flow
of information between the Company 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 the
Independent Directors are provided with all the
Policies/Guidelines as framed by the Company under
various statutes and SEBI Regulations, to familiarize
them with Company''s procedures and practices. Further,
to update them on a regular basis, the Company provides
copies of all the amendments in Corporate Laws,
Corporate Governance Rules, RBI Directions and SEBI
Regulations. The details of Company''s Policy on
Familiarization Programs for Independent Directors are
posted on the website of the Company and can be
accessed at: https://owmnahar.com/nahar_cf/
pdf/familiarization-program-2024-25.pdf.

PA R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, transactions entered into
with Related Parties/ Associate Companies are given in
the Notes to the Financial Statements which were in the
ordinary course of business at arm''s length basis and in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. No

any contract or arrangement was entered into with the
Related Parties as per Section 188(1) of the Companies
Act, 2013 during the financial year ended March 31,
2025. Accordingly, the disclosure of contracts or
arrangement with related parties referred to in Section
188(1) as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable to
the Company. However, as per Company''s policy, all the
transactions with the Related Parties are placed before
the Audit Committee as well as the Board, for their
information and approval.

We would like to inform you that during the year, no
material related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the Company at large.

MASTER DIRECTION - RESERVE BANK OF INDIA
(NON-BANKING FINANCIAL COMPANY - SCALE
BASED REGULATION) DIRECTIONS, 2023

In accordance with the Reserve Bank of India (Non¬
Banking Financial Company- Scale Based Regulation)
Directions, 2023, NBFCs not availing public funds and
not having any customer interface are classified as a
Base Layer of the regulatory structure. Considering the
Company''s nature of business, your Company has been
categorized as NBFC- Base Layer (NBFC-BL).

MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statements
relate and the date of this Report.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on
March 31, 2025 is Rs. 837.31 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 are given in the Notes to Financial Statements.

The Company being a Non Banking Financial Company
registered under Chapter IIIB of the Reserve Bank of
India Act, 1934, thus the provisions of Section 186
(except Sub Section 1) of the Companies Act, 2013 in
respect of lending and investment activities, are not
applicable to the Company.

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.

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. Vijay Asdhir (DIN:
06671174), Mr. S.K. Sharma (DIN: 00402712) and Dr.
Roshan Lal Behl (DIN: 06443747) as members as on
March 31,2025. Mrs. Anjali Modgil is the Secretary of the
Committee. The Committee held four meetings during
the year under review. During the year under review, the
Board has accepted all the recommendations of the Audit
Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company established a Vigil
Mechanism process as an extension of Company''s Code
of Conduct whereby any employee, directors, customers,
vendors etc., can report the genuine concerns or
grievances to the Compliance Officer or members of the
Audit 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 Company has a dedicated e-mail address i.e.
[e-mail] for reporting the
genuine concerns. The Whistle Blower Policy/Vigil
Mechanism is also posted on Company''s Website and

can be accessed at https://owmnahar.com/nahar_cf/
pdf/vigil_mechanism_25.pdf

The Audit Committee regularly reviews the working of the
Mechanism. No complaint was received during the year
under review.

CREDIT RATING

Your Directors are pleased to inform that M/s. ICRA
Limited vide their Report dated July 23, 2025 has
reaffirmed the rating “[ICRA] A1 ” (pronounced ICRA A
one plus ) assigned to the proposed Short Term Debt /
Commercial Paper Programme of the Company for Rs.
25 Crores. This rating is considered to have very strong
degree of safety regarding timely payment of financial
obligations. Such instruments carry lowest credit risk.
This is the highest credit quality rating by the ICRA to the
Short Term Debt / Commercial Paper and it reflects the
company''s sound financial discipline and prudence.

SUSIDIARIES, JOINT VENTURE OR ASSOCIATE
COMPANIES

The Company does not have any subsidiary and joint
venture company. The Company has two Associate
Companies viz. M/ s. Nahar Spinning Mills Ltd. and M/s.
Nahar Poly Films Ltd. for the year under review.

CONSOLIDATED FINANCIAL STATEMENT

As per Companies Act, 2013, the Company has two
Associate Companies viz. M/s. Nahar Spinning Mills Ltd.
and M/s. Nahar Poly Films Ltd. Pursuant to the
requirements of Section 129(3) of the Companies, Act,
2013, the Company has consolidated the financial
statements in respect of above said two Associate
Companies for the financial year ended March 31,2025.

Further, a report on the performance and financial
position of each 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 March 31,
2025.

LISTING OF SECURITIES

The securities of the Company are listed on the following
Stock Exchanges:

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

2. The National Stock Exchange of India Ltd.,
Exchange Plaza, 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.

DEMATERIALISATION OF SHARES

Your Company has established connectivity with both the
Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited
(CDSL) to facilitate the holding and trading of securities in

electronic form. As on March 31,2025, 99.25% of the total
Equity Share Capital of the Company has been
dematerialized.

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 Capital and Financial Services Ltd)

Alankit House,

4E/2, Jhandelwalan Extension
NEW DELHI-110055
Telephone No : [phone]

Fax No. : [phone]

E-mail Address : [e-mail]

In case any query/complaint remains unresolved with our
Registrar, please write to Company Secretary at the
registered office of the Company.

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.

Special Window for Re-Lodgement of Transfer
Requests: SEBI vide its Circular No. SEBI/HO/MIRSD/
MI RSD-PoD/P/CIR/2025/97 dated July 02, 2025,
opened a one-time special window from July 7, 2025 to
January 6, 2026 for physical shareholders, where the
original share transfer requests were lodged prior to April
1,2019 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.

BUSINESS RISK MANAGEMENT

As per the provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 read with Non-Banking Financial Companies -
Corporate Governance (Reserve Bank) Directions, 2015,
the Company has constituted the Risk Management
Committee with three members namely; Dr. Roshan Lal
Behl (DIN: 06443747), as Chairman and Dr. Rajan Dhir

(DIN: 09632451) and Mr. Dinesh Gogna (DIN: 00498670)
as members. The Company being essentially an
Investment Company, its main source of income is
dividend income / income receivable on investments in
Equity Shares/Debentures/Bonds/deposits made and
held by it in other companies and Mutual Funds. The
financial business is always prone to risks of capital
market fluctuations and economic cycle. The main term
of reference of the Committee is to review and monitor the
risk associated with Company''s business and suggest
measures for mitigation/management of the same as per
Company''s Risk Management Policy. The Risk
Management Committee met four times during the
financial year under review.

Further, to monitor and manage the risk associated with
the Company''s investment business, the Company has
developed and implemented a Risk Management Policy
including therein identification and risk mitigation
measures. The Policy is posted on Company''s website
i.e. www.owmnahar.com.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 134(5), the Directors would like to assure
the Members that the financial statements for the year
under review, confirm in their entirely requirements of the
Companies Act, 2013.

The Directors confirm:

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 have selected such accounting policies and
applied them consistently and made judgements 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 that period;

iii) that they had taken proper and sufficient care for the
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 the 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
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

AUDITORS AND AUDITORS'' INDEPENDENT
REPORT

Statutory Auditors: The members at the Annual
General Meeting held on August 24, 2022, appointed
M/s. Gupta Vigg and Co., Chartered Accountants (Firm
Registration No. 001393N) as Statutory Auditors of the
Company for a term of five consecutive years starting
from the conclusion of the 17^th Annual General Meeting
upto the conclusion of 22^nd Annual General Meeting of the
Company to be held in the year 2027.

M/s. Gupta Vigg & Co., Chartered Accountants, have
given declaration to the effect that they have not incurred
any disqualification as mentioned under Section 141(3)
of the Companies Act, 2013 after their appointment as
Statutory Auditors of the Company and they are eligible to
continue their above said appointment for the financial
year 2025-26.

Audit Report: M/s. Gupta Vigg and Co., Chartered
Accountants, the Statutory Auditors have submitted the
Audit Report on the Financial Statements of the
Company for the accounting year ended March 31,2025.
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 Financial Statements are
self explanatory and require no comments.

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 SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 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.

Mr. P.S. Bathla, proprietor of M/s. P.S. Bathla and
Associates, Peer Reviewed Company Secretary in
Practice, has carried out the Secretarial Audit for the
financial year ended March 31, 2025 and submitted the
Secretarial Audit Report in Form No. MR-3 which is
annexed herewith as Annexure II and form part of this

Report.

The Report is self explanatory and requires no
comments.

REPORTING OF FRAUDS BY AUDITORS

During the financial year 2024-25, the Statutory Auditors
and the Secretarial Auditor have not reported any
instance of fraud committed in the Company 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. SS-1 and SS-2 relating to the
Meetings of Board of Directors and General Meetings,
respectively, issued by the Institute of Company
Secretaries of India (ICSI).

INTERNAL FINANCIAL CONTROL AND SYSTEM

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 control system is designed to
ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in
financial reporting and compliance with laws and
regulations and procedures. Further, the statutory
auditors of the Company have verified the systems and
processes and confirmed that the internal financial
controls system over financial reporting is operating
effectively.

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Company has also appointed M/s.
Piyush Singla & Associates, Chartered Accountant as
Internal Auditor of the Company. The Internal Auditor test
the adequacy and effectiveness of Internal Control
Systems laid down by the management and suggest
improvement in the systems. They also identify and
address technology and IT-related security issues
commensurate with the nature and complexities of its
operations. 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.
During the year, Company''s Internal Controls were tested
and no reportable weakness in the system was observed.

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, company is making use of
SAP S4 HANA application, which is based on SAP HANA
database. It keeps all the data in memory which results in
data processing that is magnitude faster than that of disk
based system, allowing for advanced, real time analytics.

The Asset Liability Management (ALM) Policy concerned
with the effective risk management in various Portfolios is
also framed by the Company.

Apart from this, 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
oversee the adequacy of Internal Control. The Audit
Committee met four times during the financial year under
review. The Company has also established a Vigil
Mechanism as per Section 177(9) of Companies Act,
2013 read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014.

ANNUAL RETURN

The Annual Return of the Company pursuant to Section
92 of the Companies Act, 2013 for the financial year
2024-25 in the Form MGT-7 has been available on the
Company''s website at https://www.owmnahar.com/
nahar_cf/pdf/annual-return-2024-25.pdf.

PUBLIC DEPOSITS

The Company is registered as Non-deposit taking Non¬
Banking Financial Company with RBI. The Company has
not accepted any Public Deposit within the meaning of
Section 73 of the Companies Act, 2013 and the Rules
made there under. There is no outstanding/unclaimed
deposit from the public. However, the information as
required under Rule 8 of the Companies (Accounts)
Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the
end of the year: Nil

(iii) Default in repayment of deposits and deposits which
are not in compliance with the requirements of
Chapter V of the Companies Act, 2013: N.A.

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 annexed
hereto and form part of this Report.

During the year under review, Mr. Dinesh Oswal (DIN:
00607290), Managing Director of the Company, has
been paid remuneration of Rs. 528.12 Lakhs as approved
by shareholders vide their Special Resolution dated
September 29, 2021 and September 25, 2024. Mr.
Dinesh Oswal (DIN: 00607290) is 60 years of age. He is a

Commerce Graduate and has business experience of
more than 40 years in textile industry and financial
expertise. He is employed on contractual basis for five
years w.e.f. January 1, 2022 to December 31, 2026.
Before joining the Company, he was employed with M/s.
Oswal Woollen Mills Ltd. as Commercial Manager. His
shareholding in the Company is 80991 equity shares of
Rs. 5/- each. He is related to Mr. Jawahar Lal Oswal (DIN:
00463866), Chairman/Director and Mr. Kamal Oswal
(DIN: 00493213), Director 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the
Central Government under sub section (1) of Section 148
of the Companies Act, 2013 is not applicable to the
Company as the Company is a Non Banking Financial
Company.

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

The Company has zero tolerance for sexual harassment
for women at workplace and has adopted a policy against
sexual harassment in line with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”) and the Rules framed
thereunder to prevent and address sexual harassment in
the workplace.

The Company has constituted an Internal Complaints
Committee as per the POSH Act to consider and resolve
all sexual harassment complaints reported by women.
During the financial year 2024-25, the Company has not
received any complaint on sexual harassment and hence
no complaint remains pending as on March 31,2025.

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 two 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

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 for
the financial year 2024-25 as there is no instance of one¬
time settlement with any Bank or Financial Institution.

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 EARNING AND
OUTGO

Particulars with respect to the Conservation of Energy,
Technology Absorption and Foreign Exchange Earning
and Outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts)
Rules 2014, are not applicable, as the Company is a Non¬
Banking Financial Company.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good
Corporate Governance. The Company has constituted
several committees of directors to assist the Board in
good Corporate Governance. The Corporate
Governance Report for the year ended March 31, 2025
along with Auditors Certificate regarding compliance of
the conditions of the Corporate Governance as stipulated
in Para C of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
attached herewith as Annexure IV and form part of this
Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year ended March 31, 2025 as stipulated under the
Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is
enclosed as per Annexure-V and form part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
year ended March 31, 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, has been available on the Company''s
website at https://www.owmnahar.com/nahar_cf/pdf/
BRSR-2024-25.pdf.

HUMAN RESOURCE/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 co-operation for the
excellent performance of the Company.
ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on
record their gratitude and appreciation to all workers, staff

members and executives for their contribution to the
operations of the Company. The Directors also place on
record their sincere thanks to the shareholders for their
continued support, co-operation and confidence in the
management of the Company.

For and on behalf of the Board of Directors

Jawahar Lal Oswal
^{Place: Ludhiana} (Chairman)

Date: July 31, 2025 DIN: 00463866

---

Mar 31, 2024

Your Directors have pleasure in presenting the Forty-Fourth Annual Report on the affairs of the Company for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

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

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
Total Income (Operational and Other Income)	3065.57	2841.22
Less: Total Expenses	3121.09	2686.54
Profit/(Loss) before tax and Exceptional Items	(55.52)	154.68
Less: CSR Expenses	5.86	4.34
Profit /(Loss) before tax	(61.38)	150.34
Less: Tax expenses (including deferred tax)	10.30	39.55
Net Profit/(Loss) from continuing operations	(51.08)	110.79

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financial statements have been prepared as per the Indian Accounting standard Rules, 2015, as prescribed under Section (133) of the Companies Act, 2013 read with relevant Rules issued thereunder and the other Accounting Principles generally accepted in India.

EXPANSION CUM MODERNISATION

We are pleased to inform you that Company''s expansion plans of 31200 spindles at company''s spinning unit at village Lalru, S.A.S Nagar has been completed at a capital outlay of Rs. 2016.18 Crores. Likewise, expansion programme of 768 Airjet Spindles has also been completed at capital outlay of Rs. 98 Crores. Further, Company''s modernization programme has also been completed at capital outlay of Rs. 122 Crores. The said expansion cum modernization programme has been financed through term loan of Rs. 262 Crores from the banks and balance from the internal accruals of the company. On completion of expansion cum modernisation plans, company''s spindlage capacity stand increased to 5,73,408 spindles and 1080 rotors and 768 Airjet Spindles.

OPERATIONAL REVIEW AND STATE OF AFFAIR

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

We are pleased to inform you that because of company''s excellent export performance TEXPROCIL (The Cotton Textiles Export Promotion Council) has awarded Gold Plaque for Highest Exports of Processed Yarns in

Category I and Silver Trophy for Second Highest Exports of Cotton Yarn Counts 50s and below in Category III for the financial year 2022-23.

We are also pleased to inform you that during the year under review, company has been awarded ''Northern Region Export Excellence Award'' by the Hon''ble Minister of State for Commerce & Industry; Consumer Affairs, Food & Public Distribution and Textiles. The company has also been accorded the status of ''Four Star Export House'' by the Government of India, Ministry of Commerce and Industry for a period of five years effective from 23.08.2023 to 23.08.2028 as per Foreign Trade Policy, 2023.

Before reviewing the financial performance, we would like to inform you that the Indian Textiles Industry is passing through a very difficult and challenging period. Despite the pickup in Global Demand, the prices of finished goods has not risen in proportion to the increase in raw cotton prices, which in turn impacted company''s performance. The company achieved a total income from operations of Rs. 3065.57 Crores showing an increase of 7.89% over the previous year. Likewise, the export at Rs. 1625.16 Crores has also shown an impressive increase of 43.16% when compared with the previous year. However, the profitability of the Company was severely impacted because of the reasons mentioned above. The company earned EBITDA of Rs. 99.11 Crores as against of Rs. 257.12 Crores in the previous year. After providing depreciation of Rs. 88.48 Crores and finance cost of Rs. 66.15 Crores, it suffered a loss of Rs. 55.52 Crores. After adjustment of tax (including deferred tax charge) of Rs. 10.30 Crores and CSR expenses of Rs.5.86 Crores, the net loss comes to Rs. 51.08 Crores. The Company''s Reserves (other equity) stands at Rs. 1463.12 Crores as on 31st March, 2024.

During the current year, prevailing Geo-Political situations, stagnation in Global Demand and high cotton prices are still a cause of concern for the industry. Your management is looking at the future with optimism and expect that things will improve in the coming period and the company will be able to put up a reasonably good performance in the current year.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY (DDP)

During the year under review, company suffered a loss of Rs. 51.08 Crores. The Board, in order to maintain continuity in Dividend payment to its shareholders, has recommended a dividend of Rs. 1.00/- per equity shares of Rs. 5/- each (i.e. @ 20%) for the year ended 31^st March, 2024, out of the Reserves of the company. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 25^th September, 2024.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the Reserves of the Company for the year under reference, to all those

shareholders whose names shall appear in the Register of Members on 6th September, 2024 or Register of beneficial Owners, maintained by the Depositories as at the close of 6th September, 2024. 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/spinning/pdf/dividend_distrib ution.pdf.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions Section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividend remaining unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company has transferred an amount of Rs. 1,701,617.00/- (Rupees Seventeen Lakhs One Thousand Six Hundred Seventeen only) being the amount of unclaimed dividend for the year 2015-16 to the Investor Education and Protection Fund in November,

2023. The shareholders whose dividends have been transferred to IEPF Authority can claim their dividend from the Authority. Further, unpaid or unclaimed dividend for the year 2016-17 will have to be transferred to the Investor Education and Protection Fund in November,

2024. The Company has already sent emails / notices in the month of May, 2024 to the members informing them to claim the Unclaimed Dividend before such transfer of dividend to the IEPF Authority.

Besides, as per the provisions of Section 124 (6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the equity shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more are required to be transferred to the Demat Account of the IEPF Authority. Accordingly in compliance of the provisions of the Act, 34002 (Thirty Four Thousand and Two only) equity shares of Rs. 5/- each were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the shareholders whose shares are proposed to be transferred to the Demat account of IEPF Authority in November, 2024 is available on company''s website http://www.owmnahar.com/spinning/

pdf/pertaining_to_fy_2016-17.txt and the same can be accessed through the link: www.iepf.gov.in.

We are pleased to inform that Shareholders can reclaim their subject shares/dividend by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There have been no changes in the circumstances affecting their status as Independent Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Appointment / Re-appointment /Retirement of Directors

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Mr. Jawahar Lal Oswal (DIN: 00463866) and Mr. S.K. Sharma (DIN: 00402712), Non-Executive directors of the company, will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The resolutions seeking shareholders approval for their reappointment alongwith the other required detail form part of the notice. The Board recommended their reappointment to the members of the Company at the ensuing Annual General Meeting.

• Key Managerial Personnel

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

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its 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 as per the criteria/framework laid down by the Nomination and Remuneration Committee of the Company and adopted by the Board. The evaluation was carried out through a structured evaluation process to

evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2024 was discussed by the Nomination and remuneration Committee in its meeting held on 29^th May, 2024 and the Board in its meeting held on 29^th May, 2024.

The Board was satisfied with the evaluation process and the approved the evaluation results thereof. CORPORATE POLICIES:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the listed Companies are required to formulate certain policies. As a good corporate entity, the Company has already formulated several corporate governance policies and the same are available on the Company''s website i.e. www.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 hereunder:

Name of the Policy

Brief Description

Appointment Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The policy formulates the principle and criteria for determining qualification, competence, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/pdf/ NSMLAPPOINTMENTANDREMUNERA TIONPOLICY.pdf

Corporate Social Responsibility	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/projects/Activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 201 3 relating to promoting education, healthcare, environment, hunger, poverty, rural development etc. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/ pdf/CSR-Policy-NSML-2023.pdf
Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its Directors and employees. The aim of the policy is to provide a channel to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/ pdf/vigil_mechanism.pdf
Policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has approved a policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions. The Policy regulates the transaction between the Company and its Group Companies and related parties. The policy has been uploaded on Company''s website and can be accessed at http://www.owmnahar.com/spinning /pdf/RPT-NAHAR-SPINNING-2022.pdf
Insider Trading Policy	Pursuant to the SEBI (Prohibition of Trading Policy Insider Trading) Regulations, 2015 as amended from time to time, the Board has adopted the following Codes to provide framework for dealing in the Securities of the Company by the Insiders: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information

	ii. Code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons The Codes help to regulate trading in securities by the designated persons and immediate relatives of designated persons. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/pdf/ code-of-practices.pdf
Policy for Preservation of documents	The Board of directors in their meeting held on 10th February, 2016 has approved and adopted the policy for Preservation of documents. The policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per requirements of applicable laws.
Archival Policy	Pursuant to the requirements of Regulation 30(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Archival Policy in its Meeting held on 10th February, 2016. The policy ensures protection, maintenance and archival of Company''s disclosures, documents and records that are placed on Company''s website i.e. www.owmnahar.com
Board Diversity Policy	The Board of Directors in their Meeting held on 12th November, 2014 has approved and adopted the Board Diversity Policy as per the recommendation of Nomination and Remuneration Committee. The policy envisages diversification of Company''s Board in respect of age, knowledge, experience and expertise.
Dividend Distribution Policy	Pursuant to the requirements of regulation 43A of SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations 2021,the Board of Directors in their Meeting held on 31st May, 2021 has approved and

adopted the Dividend Distribution Policy. The policy was adopted to set 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. The policy has been uploaded on Company''s website and can be accessed at http://www. owmnahar.com/spinning/pdf/dividend_di stribution.pdf

Risk Management Policy

The Board of Directors has formulated and adopted Risk Management Policy as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The policy has been uploaded on Company''s website and can be accessed at http://www.owmnahar.com/spinning/pdf/ risk-management-policy-22.pdf

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under Section 178(3) of the Companies Act, 2013. The objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of Governance and Management. The present Board consists of ten members. Sh. Jawahar Lal Oswal is Non-Executive Chairman. Sh. Dinesh Oswal is a Managing Director. There are four Non Executive Directors and five are Independent Directors out of which one Director namely; Dr. (Mrs.) Manisha Gupta is Women Director on the Board.

The Company''s Policy of Appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and other matters, as required under sub Section 3 of Section 178 of the Companies Act, 2013. The policy also laid down the criteria for determining the remuneration of Directors, Key Managerial Personnel and other employees. The Appointment and Remuneration Policy of the Company is available on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/pdf/NSMLAPPOIN TMENTANDREMUNERATIONPOLICY.pdf. There has

been no change in the Policy since the last fiscal year. We affirm the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors held their meeting on 15^th November, 2023 without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting. At the meeting they:

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

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

3. Assessed the quality, quantity and timeliness of the flow of information between the Company''s management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

At the time of appointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All the Independent Directors are provided with all policies/Guidelines as framed by the Company under various statutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize with Company''s procedure and practices. Further, to update them on the regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations. The details of the Company''s policy on Familiarization Programs conducted during the year under review for Independent Directors are posted on the Company''s website and can be assessed at: http://www.owmnahar.com/spinning/pdf/familiarization-program.pdf

NO. OF BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 30^th May, 2023, 9^th August, 2023, 8^th November, 2023 and 10^th February, 2024 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. RELATED PARTY TRANSACTIONS Your Company is engaged in the Manufacture & Exports of yarns and knitted garments. Likewise some Group

Companies (which are public limited Companies) are also engaged in the Textile Industry. Because of nature of Industry, sometimes sale/purchase/fabrication jobs etc. transactions takes place between the Group Companies, in the ordinary course of business on Arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors 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 Act 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 in Notes to the financial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related parties as referred in Section 188(1) of the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2024. 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 OCCURRED 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 31^st March, 2024 is Rs. 1803.27 Lakhs. During the year under review, Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor granted any stock options or sweat equity 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

The Company has not provided any Guarantee under Section 186 of the Companies Act, 2013. However, the details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company adopted CSR Policy and decided to undertake CSR activities in collaboration with Group Companies under one umbrella i.e. through Oswal Foundation which is a Registered Society formed in 2006, having its charitable objects in various fields. The details of the CSR policy are available on the Company''s website i.e. www.owmnahar.com Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, company''s CSR obligation for the financial year 2023-24 was Rs. 586.47 Lakhs (being the 2% of the average net profits made during the three immediate preceding financial years. After adjustment of excess amount of Rs. 76 Lakhs spent during the financial year 2022-23 on ''Health Care Project'', the company was required to spend an amount of Rs. 510.47 Lakhs on CSR activities for the financial year 2023-24. To fulfill its obligation for the financial year 2023-24 under CSR, Board on the recommendation of CSR Committee contributed an amount of Rs. 510.50 Lakhs to the Oswal Foundation, a Registered society with vide Registration No. CSR0000145, for undertaking ''Rural Development Project'', which is covered under Schedule VII of the Companies Act, 2013.The Foundation has undertaken ''construction of community hall, kitchen and rooms at main G.T. Road between Doraha and Khanna, Distt. Ludhiana. The work on the project is going on as per schedule.

The disclosure in respect of the existing CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure I” and forms part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors has already constituted Audit Committee consisting of three Non-Executive Directors under the Chairmanship of Dr. Vijay Asdhir, Sh.

Dinesh Gogna and Dr. Roshan Lal Behl as members as on 31^st March, 2024. Mr. Brij Sharma is the Secretary of the Committee. The Committee held four meetings during the year under review. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2013, 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 Audit Committee about unethical behavior, actual or suspected, fraud or violation of Company''s Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website. The Company has a dedicated e-mail address i.e. for reporting the genuine concerns. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website and can be accessed at http://www.owmnahar.com/spinning/pdf/vigil_ mechanism.pdf.

The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any subsidiaries, joint venture and Associates Company during the year under review.

CREDIT RATING

We would like to inform you that Credit Rating Information Services of India Ltd. (CRISIL) vide its letter no. RL/NAHSPIN/326730/BLR/0823/68934 dated August 29, 2023 has intimated company''s rating outlook on the long term bank facilities ''CRISIL A/Negative''. The rating on short-term bank facility has been reaffirmed at ''CRISIL A1''.

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 read with Companies (Management and Administration) Rules, 2014, 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, Company propose to send documents such as notices of General Meetings, Annual Report and other communications to its shareholders via electronic mode to the registered E-mail addresses of the shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest E-mail addresses with their depository Participant (D.P.) with whom they are having Demat Account or send the same to the Company via E-mail at:[e-mail] or gredressalnsml@ owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the Environment.

LISTING OF SECURITIES

The securities of the Company are presently listed on the following Stock Exchanges:

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

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G- Block, Bandra Kurla Complex, Bandra (E), Mumbai-400051.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2024-25. DEMATERIALISATION OF SECURITIES

Your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2024, 98.52% of the total Equity Share Capital of the Company has been dematerialized.

Pursuant to Regulation 40 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository. Hence, all members, who are holding equity shares in physical form, are requested to go in for dematerialization of securities at the earliest.

Further, the Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer/transmission, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s. Alankit Assignments Limit (Unit: Nahar Spinning Mills Limited)

Alankit House, 4E/2, Jhandewalan Extension

New Delhi - 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address: [e-mail]

In case any query/complaint remains unresolved with our

Registrar please write to Company Secretary at the

Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely to the requirements of Companies Act, 2013. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge & ability, confirm that:

i. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

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

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

iv. They had prepared the Annual Accounts on a going concern basis.

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

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

AUDITORS & AUDITORS'' INDEPENDENT REPORT Statutory Auditors

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

47^thAnnual General Meeting of the company to be held in the year 2027.

M/s. Gupta Vigg & Co., Chartered Accountants, have given declaration to the effect that they have not incurred any disqualification as mentioned under Section 141(3) of the Companies Act, 2013 after their appointment as Statutory Auditors of the Company.

Audit Report

The Statutory Auditors have submitted Audit Report on the Financial Statements of the Company for the accounting year ended 31^st March, 2024. 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.

Cost Auditors

We would like to inform you that the Ministry of Corporate Affairs vide 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 company is maintaining Accounts and Costing Records. Further, the Board of Directors on the recommendation of Audit Committee appointed M/s. RamanathIyer & Co., Cost Accountants (Firm Registration No. 000019), as Cost Auditors of the Company for financial year 2023-24. Accordingly, they have conducted Cost Audit for the Financial Year 2023-24. The report does not contain any qualification, reservation or adverse remark and requires no comments.

Pursuant to Section 148 of the Companies Act, 2013, the Board has re-appointed M/s. RamanathIyer & Co., Cost Accountants (Firm Registration No. 000019), to conduct Cost Audit of the Company for the Financial Year 202425. They have confirmed their eligibility for the said reappointment. The remuneration of Rs.2.05 Lakhs (Rupees Two Lakhs Five Thousand Only) plus applicable taxes and reimbursement of out of Pocket expenses incurred, payable to the Cost Auditors is required to be ratified by the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rules 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, a resolution for ratification of the remuneration of the Cost Auditors has been proposed in the notice of the ensuing Annual General Meeting for your approval.

Secretarial Auditors

The Board pursuant to the provision of Section 204 of the

Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practicing Company Secretaries, having Certificate of Practice No. 2585 as Secretarial Auditor to conduct Secretarial Audit for the financial year 2024-25. M/s. P.S. Bathla& Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31,2024 and their Secretarial Audit Report in Form No. MR-3 is annexed hereto as Annexure II and form part of this Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks. The Report is self explanatory and requires no comments. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS1 &SS2) relating to the meetings of Board of Directors and General meetings respectively issued by the Institute of Company Secretaries of India.

BUSINESS RISK MANAGEMENT In compliance with the provisions of Regulation 21 of SEBI (LODR) (Second Amendment) Regulations, 2021 the company has formed a Risk Management Committee to frame, implement and monitor the risk management plans for the Company. The Risk Management Committee comprises of three Directors under the chairmanship of Mr. Dinesh Oswal, Managing Director of the Company. Dr. Anchal Kumar Jain and Dr. Roshan Lal Behl, Independent Directors of the company are the other two members of the Committee. The Committee is responsible for monitoring and reviewing the risk management policies and ensuring its effectiveness. The Risk Management Committee met two times during the year under review i.e. on 17^th April, 2023 and 11^th October, 2023.

Your Board has formulated a Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your Company is operating in Textile segment and has identified certain risks which may affect the performance of the Company. The risks associated with the textile industry are operational risks such as fluctuation in cotton prices, fluctuation in foreign exchange rates, Labour problems etc. There are also Regulatory risks, Global Risks, Cyber Security risks. The Company''s Risk Management Policy aims to suggest the steps to be taken to control and

mitigate the risk associated with the Company''s Textile Business. We are of opinion that none of identified risk is such that which may threaten the existence of the Company. The Policy is also posted on Company''s website and can be accessed at http://www.owmnahar .com/spinning/pdf/risk-management-policy-22.pdf INTERNAL FINANCIAL CONTROL The Company is maintaining an efficient and effective system of Internal Financial Control for facilitation of speedy and accurate compilations of financial statements. The Company''s Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Company''s Internal Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various processes of the business, Company is making use of SAP S4 HANA application, which is based on SAP HANA database. It keeps all the data in memory which results in data processing that is magnitude faster than that of disk based system, allowing for advanced, real time analytics.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed M/s Raj Gupta & Co., Chartered Accountants as Internal Auditor of the Company. The company is having internal audit department to test the adequacy and effectiveness of Internal Control Systems laid down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year under review, company''s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from the above, an Audit Committee consisting of three Non Executive Directors has been constituted. All the significant audit observations and follow up actions thereon are taken care by the Audit Committee. The Audit Committee also oversees and reviews the adequacy and effectiveness of Internal Controls in the company. The Audit Committee met four times during the financial year under review. The company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73, of the Companies Act, 2013 and the Rules

made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

i. Deposits accepted during the year: Nil

ii. Deposits remained unpaid or unclaimed as at the end of the year: Nil

iii. Default in repayment of deposits and deposits which are not in compliance with the Requirements of Chapter V of the Companies Act, 2013: N.A.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31^st March, 2024.

ANNUALRETURN

The Annual Return of the Company, pursuant to the provisions of Section 92(3) read with the Section 134(3)(a)of the Companies Act, 2013 with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2023-24, the Form MGT-7 has been uploaded on Company''s website at: http://www. owmnahar.com/spinning/pdf/Annual-Return-2023-2024.pdf

STATEMENT UNDER SECTION 197 OF THE COMPANIES ACT, 2013

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

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

Pursuant to the provisions of Section 197 (1) of the Companies Act, 2013 as amended by Companies (Amendment) Act, 2017 read with schedule V and other applicable provisions, the Company got shareholders

approval vide Special Resolution dated 29th September, 2021 for the payment of remuneration as mentioned in the resolution for five years from 1st January, 2022 upto 31st December, 2026 to Sh. Dinesh Oswal, Managing Director of the Company. A remuneration of Rs. 14,88,70,023 /-(Rupees Fourteen Crore Eighty Eight Lakhs Seventy Thousand Twenty Three only) has been paid to Mr. Dinesh Oswal, Managing Director of the Company for financial year 2023-24. Mr. Dinesh Oswal is 59 years of age. He is a Commerce Graduate and has business experience of more than 40 years in textile industry and financial expertise. He is employed on contractual basis for five years w.e.f 1st January, 2022 to 31st December, 2026. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Commercial Manager. His shareholding in the Company is 123766 equity shares of Rs. 5/- each. He is related to Mr. Jawahar Lal Oswal, Chairman, Mr. Kamal Oswal, Director, Mrs. Ritu Oswal, Expert Advisor, Mr. Sambhav Oswal, President (Marketing) and Ms.Tanvi Oswal, President of the Company.

Mr. Jawahar Lal Oswal, Chairman/Director of the Company has been paid sitting fee and payment @ 0.50% of company''s exports sale as per the approval of the shareholders vide their special resolution dated September, 2023. Mr. Jawahar Lal Oswal is 80 years of age. He is a Commerce Graduate and has business experience of more than 60 years in Textile and Woollen Industry. He is employed on contractual basis for three years w.e.f 1st October, 2021. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Managing Director. His shareholding in the Company is 90374 equity shares of Rs. 5/- each. He is related to Mr. Dinesh Oswal, Managing Director, Mr. Kamal Oswal, Director, Mrs. Ritu Oswal, Export Advisor, Mr. Sambhav Oswal, President (Marketing) and Ms.Tanvi Oswal, President of the Company.

Remuneration and other detail of Ms. Tanvi Oswal has been given in ''Annexure-III'' of the Director Report.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The detailed information as required under Section 134(3) of the Companies Act, 2013 read with Sub Rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-IV and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. Corporate Governance is about

maximizing shareholder value legally, ethically and sustainably. The Company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in part C of Schedule VI of the SEBI (Listing Obligation and disclosure Requirements) Regulations, 2015 annexed hereto as Annexure-V and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is enclosed as per Annexure-VI and form part of this Report. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year ended 31st March, 2024 mentioning therein the initiatives taken by the company from an Environmental, Social and Governance (ESG) perspective in the format as specified by the SEBI under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been uploaded on Company''s website at: http://www.owmnahar.com/spinning/pdf/ BRSR-2023-24.pdf

HUMAN RESOURCE/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 co-operation for the excellent performance of the Company. The industrial relation remained cordial during the year under review. 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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL Place: Ludhiana (CHAIRMAN)

Dated: 12^th August, 2024 DIN: 00463866

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Mar 31, 2023

Your Directors have pleasure in presenting the Forty-Third Annual Report on the affairs of the Company for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE

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

Rs. in Crores
PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
Total Income (Operational and Other Income)	2841.22	3608.37
Less: Total Expenses	2686.54	2933.10
Profit before tax and Exceptional Items	154.68	675.27
Less: CSR Expenses	4.34	0.54
Profit before tax	150.34	674.73
Less: Tax expenses (including deferred tax)	39.55	172.54
Net Profit from continuing operations	110.79	502.19

INDIAN ACCOUNTING STANDARD

The Company has adopted Indian Accounting Standards (Ind AS) and the financial statements have been prepared as per the Indian Accounting standard Rules, 2015, as prescribed under Section (133) of the Companies Act, 2013 read with relevant Rules issued thereunder and the other Accounting Principles generally accepted in India.

EXPANSION CUM MODERNISATION

Before, reviewing the financial performance of the company, we are pleased to inform you that Company''s expansion plans are going as per schedule. As regard, company''s expansion plan of spinning unit at village Lalru, S.A.S Nagar, Building work has already been completed and the machineries has started arriving at site. Ten Ring frames of 1632 spindles each i.e. 16320 spindles has already been installed and the balance 14880 spindles are likely to be installed by November/ December, 2023. On completion of expansion plans, company''s spindlage capacity will stand increase to 5,73,376 spindles and 1080 rotors.

We are also pleased to inform you that company''s modernisation programme of spinning unit at Jitwal Kalan, Malerkotla, Distt. Sangrur has already been implemented. The company''s has already installed 8 Vortex machines with 96 positions each and the same have become operational. This will lead to increase in production capacity by 40,000 tons p.a.

OPERATIONAL REVIEW AND STATE OF AFFAIR

We would like to inform you that Company operates in a single segment i.e. “TEXTILE” as such disclosure requirements as per Indian Accounting Standard (Ind AS) 108 issued by the Institute of Chartered Accountants of India, New Delhi, are not applicable. Before reviewing the operational performance, we would like to inform you that ongoing conflict between Russia & Ukraine coupled with Global demand recession has impacted company''s performance during the year. High cotton prices and drastic fall in the prices of the yarns during the year under review further aggravated the problems for the spinning industry. Because of the reasons stated above, company''s top line as well as bottom line was severally impacted. The company could achieve a total income of Rs. 2841.22 crores showing a downfall of 21.26% as compared to previous year. Likewise, the export at Rs. 1135.16 crores has also shown a decline of 47.82% when compared with the previous year. The company could earn a profit before tax of Rs.150.34 crores only as against profit of Rs. 674.73 crores showing a drastic fall of 77.72% as compared to previous year. After providing tax expense (including deffered tax charge) of Rs. 39.55 crores, Company earned a net profit of Rs.110.79 crores as against profit of Rs. 502.19 crores showing a fall of 77.94% as compared to previous year. We may inform you that last year was the excellent year for Textile Industry.

During the current year, uncertain Global situation and demand recession are causing a worrisome situation. Your management is hopeful that things will start improving in the second half of the year and company will be able to achieve reasonable growth in coming periods.

TRANSFER TO RESERVES

During the year the company has not transferred any amount to Reserves and has kept the net profit of Rs. 110.79 crores in the retained earning in the financial statements of the company. Thus, the Company''s Reserves (other equity) stands at Rs. 1535.84 crores as on 31st March, 2023.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY (DDP)

We are pleased to inform you that your Board in its meeting held on 30^th May, 2023 has recommended a dividend of Rs. 1.50/- per equity shares of Rs. 5/- each (i.e. @ 30%) for the year ended 31st March, 2023, out of the profits of the company. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the Profits of the Company for the year under reference, to all those shareholders whose names shall appear in the Register of Members on 8th September, 2023 or Register of beneficial Owners, maintained by the Depositories as at the close of 8th September, 2023. 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) (Second Amendment) Regulations, 2021, top 1000 listed companies determined on the basis of Market Capitalization as at the end of the immediate financial year are required to formulate a dividend distribution policy. The Board of Directors in their meeting held on 31^st May, 2021 has already approved and adopted dividend distribution policy to set 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. The policy is available on the website of the Company at http://www.owmnahar.com/spinning/ pdf/policy_for_determination_of_materiality.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions Section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 all dividend remaining unpaid or unclaimed for period of seven consecutive years is required to be transferred to the Investor Education Protection Fund (IEPF) established by the Central Government.

Accordingly, the Company has transferred an amount of Rs.1080420.00/- (Rupees Ten Lakhs Eighty Thousand Four Hundred Twenty only) being the amount of unclaimed dividend for the year 2014-15 to the Investor Education and Protection Fund in November, 2022. The shareholders whose dividends have been transferred to IEPF Authority can claim their dividend from the Authority. Further, unpaid or unclaimed dividend for the year 2015-16 will have to be transferred to the Investor Education and Protection Fund in November, 2023.The Company has already sent emails / notices in the month of May, 2023 to the members informing them to claim the Unclaimed Dividend before such transfer of dividend to the IEPF Authority.

Besides, as per the provisions of Section 124 (6) of the

Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the equity shares on which dividend remains unpaid or unclaimed by the shareholders for seven consecutive years or more is required to be transferred to the Demat Account of the IEPF Authority. Accordingly in compliance of the provisions of the Act, 46460(Forty Six Thousand Four Hundred Sixty only) equity shares of Rs. 5/- each were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the shareholders whose shares are proposed to be transferred to the Demat account of IEPF Authority in November, 2023 is available on company''s website http://www.owmnahar.com/ spinning/transfer-of-equity-shares-to-IEPF.php and the same can be accessed through the link: www.iepf.gov.in. The Company has already sent notices to shareholders to claim the dividend if any.

We are pleased to inform that Shareholders can reclaim their subject shares/dividend by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There have been no changes in the circumstances affecting their status as Independent Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL • Appointment / Retirement of Directors

During the year under review, Dr. Suresh Kumar Singla (DIN: 00403423) and Dr. Amrik Singh Sohi (DIN: 03575022) were relieved from the office of Independent Director on the expiry of their second term of office w.e.f. September 26, 2022. The Board of Directors placed on record their appreciation for the valuable services rendered by Dr. Suresh Kumar Singla and Dr. Amrik Singh Sohi during their tenure. Dr.Yash Paul Sachdeva (DIN: 06443747) and Dr.Anchal Kumar Jain (DIN: 09546925) were appointed as Independent Directors of the Company w.e.f. August 24, 2022 to hold office for five consecutive years for a term

i.e. upto August 23. 2027.

• Re-appointment of Directors

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Mr. Dinesh Gogna (DIN: 00498670) and Mr. Kamal Oswal (DIN: 00493213) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The resolutions seeking shareholders approval for their reappointment alongwith the other required detail form part of the notice. The Board recommend their re-appointment to the members of the Company at the ensuing Annual General Meeting.

• Key Managerial Personnel

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

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate that a formal annual performance evaluation is to be made by Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated.

The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination and Remuneration Committee of the Company and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgement for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2023 was discussed by the Nomination and remuneration Committee in its meeting held on 30^thMay, 2023 and

Board in its meeting held on 30^th May, 2023.

The Board was satisfied with the evaluation process and approved the evaluation results thereof.

CORPORATE POLICIES:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the listed Companies are required to formulate certain policies. As a good corporate entity, the Company has already formulated several corporate governance policies and the same are available on the Company''s website i.e. www.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 hereunder:

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has approved and adopted the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The policy formulates the principle and criteria for determining qualification, competence, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar.com/spinning/ pdf/NSMLAPPOINTMENTANDREM UNERATIONPOLICY.pdf
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the CSR Committee formulated the CSR Policy which was adopted by the Board. The CSR policy

	outlines the various programmes/ projects/activities to be undertaken by the Company as laid down in schedule VII of the Companies Act, 2013 relating to promoting education, healthcare, environment, hunger, poverty etc. The Policy has been uploaded on the Company''s website and can be accessed at http://www. owmnahar. com/spinning/pdf/CSR-Policy-NSML-2023.pdf			ii. Code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons The Codes help to regulate trading in securities by the designated persons and immediate relatives of designated persons. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.The Policy has been uploaded on the Company''s website and can be accessed at http://www.owm nahar.com/spinning/pdf/code-of-practices.pdf
Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its Directors and employees. The aim of the policy is to provide a channel to the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct. The Policy has been uploaded on the Company''s website and can be accessed at http://www.owmnahar. com/spinning/pdf/vigil mechanism. pdf
			Policy for Preservation of documents	The Board of directors in their meeting held on 10th February, 2016 has approved and adopted the policy for Preservation of documents. The policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per requirements of applicable laws.
Policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has approved a policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions. The Policy regulates the transaction between the Company and its Group Companies and related parties. The policy has been uploaded on Company''s website and can be accessed at http://www.owmnahar. com/spinning/pdf/RPT-NAHAR-SPINNING-2022.pdf
			Archival Policy	Pursuant to the requirements of Regulation 30(8) of SEBI (Listing Obl ig ation an d D isclosu re Requirements) Regulations, 2015, the Board has approved and adopted the Archival Policy in its Meeting held on 10th February, 2016. The policy ensure protection, maintenance and archival of Company''s disclosures, documents and records that are placed on Company''s website i.e. http://www.owmnahar.com/spinning/ about.php
Insider Trading Policy	Pursuant to the SEBI (Prohibition of Trading Policy Insider Trading) Regulations, 2015 as amended from time to time, the Board has adopted the following Codes to provide framework for dealing in the Securities of the Company by the Insiders: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information
			Board Diversity Policy	The Board of Directors in their Meeting held on 12th November, 2014 has approved and adopted the Board Diversity Policy as per the recommendation of Nomination and Remuneration Committee. The policy envisages diversification of Company''s Board in respect of age, knowledge, experience and expertise.

Dividend Distribution Policy

Pursuant to the requirements of regulation 43A of SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations 2021,the Board of Directors in their Meeting held on 31st May, 2021 has approved and adopted the Dividend Distribution Policy. The policy was adopted to set 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. The policy has been uploaded on Company''s website and can be accessed at http://www. owmnahar.com/spinning/pdf/dividend _distribution.pdf

Risk Management Policy

As per the provisions of Regulation 21of Management SEBI (Listing Obligation Disclosure Policy Requirements) (Second Amendment) Regulations, 2015, the Company falls under the top 1000 list of listed entities determined on the basis of market capitalization as at the end of immediate financial year. The Company''s ranking is 990 on the basis of the market capitalization as on 31st March, 2023 at NSE. Accordingly, in compliance of the said LODR Regulations, company has constituted a Risk Management Committee to frame, implement and monitor the Risk Management plans for the company. The policy has been uploaded on Company''s website and can be accessed at http://www. owmnahar.com/spinning/pdf/risk-management-policy-22.pdf

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under Section 178(3) of the Companies Act, 2013. The objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of Governance and Management. The present Board consists of ten members Sh. Jawahar Lal Oswal is Non-Executive

Chairman. Sh. Dinesh Oswal is a Managing Director. There are four Non Executive Directors and five are Independent Directors out of which one Director namely; Dr. (Mrs.) Manisha Gupta is Women Director on the Board.

The Company''s Policy of Appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and other matters, as required under sub Section 3 of Section 178 of the Companies Act, 2013. The policy also laid down the criteria for determining the remuneration of Directors, Key Managerial Personnel and other employees. The Appointment and Remuneration Policy of the Company is available on the Company''s website and can be accessed at http://owmnahar.com/spinning/pdf/NSMLAPPOINTM ENTANDREMUNERATIONPOLICY.pdf.There has been no change in the Policy since the last fiscal year. We affirm the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors held their meeting on 9^th November, 2022 without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting. At the meeting they:

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

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

3. Assessed the quality, quantity and timeliness of the flow of information between the Company''s Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMS FOR BOARD MEMBERS

At the time of appointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with all Policies/Guidelines as framed by the Company under various statutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize with Company''s procedure and practices. Further, to update them on the regular basis, the

Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations. The details of the Company''s policy on Familiarization Programs conducted during the year under review for Independent Directors are posted on the Company''s website and can be assessed at: http://www.owm nahar.com/spinning/pdf/Familiarization-Program.pdf NO. OF BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 25^th May, 2022, 23^rdJuly, 2022, 10^th November, 2022 and 4^th February, 2023 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacture & Exports of yarns and knitted garments. Likewise some Group Companies (which are public limited Companies) are also engaged in the Textile Industry. Because of nature of Industry, sometimes sale/purchase/fabrication jobs etc. transactions takes place between the Group Companies, in the ordinary course of business on Arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors 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 Act 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 in Notes to the financial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related parties as referred in Section 188(1) of the Companies Act, 2013 read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2023. 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 OCCURRED 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.

S HARE CAPITAL

The Paid up equity share capital of the Company as on 31^st March, 2023 is Rs. 1803.27 Lakhs. During the year under review, Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor granted any stock options or sweat equity 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

The Company has not provided any Guarantee under Section 186 of the Companies Act, 2013. However, the details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in the Annual Report. CORPORATE SOCIAL RESPONSIBILITY(CSR)

As reported in our earlier reports, Company adopted CSR Policy and decided to undertake CSR Activity in collaboration with Group Companies under one umbrella 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.http://www.owmnahar.com/spinning/pdf/CSR-Policy-NSML-2023.pdf.

During the year under review, to meet its obligation of CSR under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)Rules, 2014, the Company was required to spend an amount of Rs. 434 Lakhs (being the 2% of the average net profits made during the three immediate preceding financial years on CSR activities. The Company paid an amount of Rs. 10 lakhs to Team Work Welfare Foundation, Bhopal, a registered society with the Ministry of Corporate Affairs under Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 with vide Registration No. CSR00009185 for undertaking sports activities. The said amount was paid for organizing Tennis Ball Cricket Tournament-(Khelo Jee Jaan Se).

Further, the company has contributed an amount of Rs. 500 Lakhs to Oswal Foundation, a registered society with vide Registration No. CSR0000145 for undertaking CSR activities. The Foundation has undertaken Health Care Project. The company''s total CSR Obligation for the year 2022-23 is Rs. 434 Lakhs only and thus the excess amount of Rs. 76 Lakhs will be set off against company''s next year''s CSR obligation.

The disclosure in respect of the existing CSR Activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as “Annexure I” and forms part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors has already constituted Audit Committee consisting of three Non-Executive Directors under the chairmanship of Dr. Vijay Asdhir, Sh. Dinesh Gogna and Dr. Roshan Lal Behl are the two other members of the committee. During the year under review, Dr. S.K. Singla ceased to be the member of Audit Committee on the expiry of his term of office w.e.f. 26^th September, 2022. Mr. Brij Sharma is the Secretary of the Committee. The Committee held four meeting during the year. 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, 2013, 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 Audit Committee about unethical behavior, actual or suspected, fraud or violation of Company''s Code of Conduct so that appropriate action can be taken to safeguard the interest of the

Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website. The Company has a dedicated e-mail address i.e. [e-mail] for reporting the genuine concerns. The Whistle Blower Policy/Vigil Mechanism is also posted on Company''s Website and can be accessed at http://www. owmnahar.com/spinning/pdf/vigil_mechanism.pdf. The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any subsidiaries, joint venture and Associates Company during the year under review.

CREDIT RATING

We would like to inform you that Credit Rating Information Services of India Ltd. (CRISIL) vide its letter no. RL/NAHSPIN/300986/CP/0922/42085 dated September 01,2022 has reaffirmed Company''s rating outlook on the long term bank facilities ''CRISIL A/Stable''. The rating on short-term bank facility has been reaffirmed at ''CRISIL A1''.

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 read with Companies (Management and Administration) Rules, 2014, 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, Company propose to send documents such as Notice of General Meetings, Annual Report and other communications to its shareholders via electronic mode to the registered E-mail addresses of the shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest E-mail addresses with their depository Participant (D.P.) with whom they are having Demat Account or send the same to the Company via E-mail at:[e-mail] or gredressalnsml@

owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the Environment.

LISTING OF SECURITIES

The securities of the Company are presently listed on the following Stock Exchanges:

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

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, BandraKurla Complex, Bandra (E), Mumbai - 400051.

The Company has paid listing fee to both the Stock Exchanges for the financial year 2023-24. DEMATERIALISATION OF SECURITIES

Your Company has established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) to facilitate the holding and trading of securities in electronic form. As on 31st March, 2023, 98.31% of the total Equity Share Capital of the Company has been dematerialized.

Pursuant to Regulation 40 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with the Depository. Hence, all members, who are holding equity shares in physical form, are requested to go in for dematerialization of securities at the earliest.

Further, the Company has appointed M/s Alankit Assignments Ltd., as Registrar for Share Transfer and Electronic connectivity. Accordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all communication in respect of share transfer/transmission, demat/remat, change of address etc. to our registrar at below mentioned address:

M/s Alankit Assignments Limit (Unit: Nahar Spinning Mills Limited)

Alankit House, 4E/2, Jhandewalan Extension

New Delhi - 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address: [e-mail]

In case any query/complaint remains unresolved with

our Registrar please write to Company Secretary at

the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely to the requirements of Companies Act, 2013.Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge & ability, confirm that:

i. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

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

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

iv. They had prepared the Annual Accounts on a going concern basis.

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

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

AUDITORS & AUDITOR''S INDEPENDENT REPORT

STATUTORY AUDITORS

The members at the Annual General Meeting held on 24^th August, 2022 appointed M/s. Gupta & Vigg Co., Chartered Accountants (Firm Registration No. 001393N) as Statutory Auditors of the Company for a term of 5 (Five) consecutive years to hold the office from the conclusion of 42^ndAnnual General Meeting upto the conclusion of 47^thAnnual General Meeting of the company to be held in the year 2027.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Financial Statements of the Company for the financial year ended 31st March, 2023.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 Section143(12) of the Companies Act, 2013.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide 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 company is maintaining Accounts and Costing Records. Further, the Board of Directors on the recommendation of Audit Committee has appointed M/s RamanathIyer & Co. (Firm Registration No. 000019), Cost Accountant, as Cost Auditors of the Company for financial year 2023-24.

The remuneration of Rs.1.90 Lakhs (Rupees One Lakh Ninety Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses incurred, payable to the Cost Auditors is required to be ratified by the members as per the provision of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, a resolution for ratification of the remuneration of the Cost Auditors has been proposed in the notice of the ensuing Annual General Meeting for your approval.

SECRETARIAL AUDITOR

The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practicing Company Secretaries, having Certificate of Practice No. 2585 as Secretarial Auditor to conduct Secretarial Audit for the financial year 2023-24.

M/s. P.S. Bathla & Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2023 and their Secretarial Audit Report in Form No. MR-3 is annexed hereto as Annexure II and form part of this Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks and requires no comments.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS1 &SS2) relating to the meetings of Board of Directors and General meetings respectively issued by the Institute of Company Secretaries of India.

BUSINESS RISK MANAGEMENT In compliance with the provisions of Regulation 21 of SEBI (lODR) (Second Amendment) Regulations, 2021 the company has formed a Risk Management Committee to frame, implement and monitor the risk management plans for the Company. The Risk Management Committee comprises of three Directors under the chairmanship of Mr.Dinesh Oswal, Managing Director of the Company. Dr. Anchal Kumar Jain and Dr. Roshan Lal Behl, Independent Directors of the company are the other two members of the Committee. During the year under review, Dr. S.K. Singla ceased to be the member of committee due to the expiry of his term w.e.f. 26th September, 2022. Accordingly, the Board of Directors in their meeting held on 23rd July, 2022 approved the appointment of Dr. Anchal Kumar Jain as a Member of committee w.e.f. 24th August, 2022.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 2^nd May, 2022 and 24^th October, 2022.

Your Board has formulated a Risk Management Policy. The Policy aims to identify, evaluate manage and monitor all types of risks associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your Company is operating in Textile segment and has identified certain risks which may affect the performance of the Company. The risks associated with the textile industry are operational risks such as fluctuation in cotton prices, fluctuation in foreign exchange rates, Labour problems etc. There are also Regulatory risks, Global risks, Cyber Security risks. The Company''s Risk Management Policy aims to suggest the steps to be taken to control and mitigate the risk associated with the Company''s Business. We are of opinion that none of identified risk is such that which may threaten the existence of the Company. The Policy is also posted on Company''s website and can be accessed at http://www.owmnahar.com/ spinning/pdf/risk-management-policy-22.pdf

INTERNAL FINANCIAL CONTROL

The Company is maintaining an efficient and effective system of Internal Financial Control for facilitation of speedy and accurate compilations of financial statements. The Company''s Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Company''s Internal Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various processes of the business, Company is making use of SAP S4 HANA application, which is based on SAP HANA database. It keeps all the data in memory which results in data processing that is magnitude faster than that of disk based system, allowing for advanced, real time analytics.

We wish to inform you that the period of the office of M/S Piyush Singla & Associates, Chartered Accountants, who were appointed as Internal Auditors of the Company for the FY 2022-23 has expired and because of their pre-occupation have expressed their inability to continue in the office for the next year. Accordingly, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, Rules 2014, M/s Raj Gupta & Co., Chartered Accountants having Firm Registration No. 000203N appointed as Internal Auditors of the Company for the FY 2023-24.

The company is also having internal audit department to test the adequacy and effectiveness of Internal Control Systems laid down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year under review, company''s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from the above, an Audit Committee consisting of three Non Executive Directors has been constituted. All the significant audit observations and follow up actions thereon are taken care by the Audit Committee. The Audit Committee also oversees and reviews the adequacy and effectiveness of Internal Controls in the company. The Audit Committee met four times during the financial year under review. The company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its

Powers) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73, of the Companies Act, 2013 and the Rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

i. Deposits accepted during the year: Nil

ii. Deposits remained unpaid or unclaimed as at the end of the year: Nil

iii. Default in repayment of deposits and deposits which are not in compliance with the Requirements of Chapter V of the Companies Act, 2013: N.A.

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

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022-23, the Company has not received any complaint on sexual harassment and hence no compliant remains pending as of 31st March, 2023.

ANNUALRETURN

The Annual Return of the Company, pursuant to the provisions of Section 92(3) read with the Section 134(3)(a)of the Companies Act, 2013 with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2022-23 in the Form MGT-7 has been uploaded on Company''s website at http://www.owmnahar.com/spinning/pdf/Annual-Return-2022-2023.pdf.

STATEMENT UNDER SECTION 197 OF THE COMPANIES ACT, 2013

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

III” and form part of this report.

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

Pursuant to the provisions of Section 197 (1) of the Companies Act, 2013 as amended by Companies (Amendment) Act, 2017 read with schedule V and other applicable provisions, the Company got shareholders approval vide Special Resolution dated 29th September, 2021 for the payment of remuneration as mentioned in the resolution for five years from 1st January, 2022 upto 31st December, 2026 to Sh. Dinesh Oswal, Managing Director of the Company. A remuneration of Rs. 17,25,52,705/-(including commission and perks) (Rupees Seventeen Crore Twenty Five Lakh Fifty Two Thousand Seven Hundred Five Only) has been paid to Mr. Dinesh Oswal, Managing Director of the Company for financial year 2022-23. Mr. Dinesh Oswal is 58 years of age. He is a Commerce Graduate and has business experience of more than 39 years in textile industry and financial expertise. He is employed on contractual basis for five years w.e.f 1st January, 2022 to 31st December, 2026. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Commercial Manager. His shareholding in the Company is 123766 equity shares of Rs. 5/- each. He is related to Mr. Jawahar Lal Oswal, Chairman, Mr. Kamal Oswal, Director, Mrs.Ritu Oswal, Export Advisor and Ms.Tanvi Oswal, President of the Company.

Mr. Jawahar Lal Oswal, Chairman/Director of the Company has been paid sitting fee and payment @0.35% of company''s exports sale as per the approval of the shareholders vide their special resolution dated September, 2021. Mr. Jawahar Lal Oswal is 79 years of age. He is a Commerce Graduate and has business experience of more than 59 years in Textile and Woollen Industry. He is providing Expert Services and acting as a mentor for the company w.e.f 1st October, 2021. Before joining the Company, he was employed with M/s. Oswal Woollen Mills Ltd. as Managing Director. His shareholding in the Company is 90374 equity shares of Rs. 5/- each. He is related to Mr. Dinesh Oswal, Managing Director, Mr. Kamal Oswal, Director, Mrs.Ritu Oswal, Export Advisor and Ms.Tanvi Oswal, Vice President 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The detailed information as required under Section 134(3) of the Companies Act, 2013 read with Sub Rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-IV and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of g ood Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. The Company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in part C of Schedule VI of the SEBI (Listing Obligation and disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure-V and form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is enclosed as per Annexure-VI and form part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) as per its Regulation 34(2)(f) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated the inclusion of a Business Responsibility and Sustainability Report (herein after referred to as BRSR) as part of Company''s Annual Report for top 1000 listed entities based on market capitalization which indicates Company''s performance against the principles of the National Guidelines on Responsible Business Conduct, in the format as specified by SEBI from time to time. The Company has been ranked ranked at No. 990 on the basis of Market Capitalization, calculated on the basis of price of

equity share as on March 31, 2023 at NSE. Accordingly, Business Responsibility and Sustainability Report is annexed hereto as “Annexure VII” and forms part of this Report.

HUMAN SOURCE/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.

FOR AND ON BEHALF OF THE BOARD

Place: Ludhiana JAWAHAR LAL OSWAL

Dated: 9^th August, 2023 (CHAIRMAN)

DIN: 00463866

---

Mar 31, 2018

DIRECTORS REPORT

Dear Members,

The Directors have pleasure in presenting the Thirty Eighth Annual Report on the affairs of the company for the financial year ended 31st March, 2018.

FINANCIAL PERFORMANCE

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

(Rs. In crores)

PARTICULARS	CURRENT YEAR	PREVIOUS YEAR
Total Income (Operation and other Income)	2142.19	2154.15
Less: Total Expenses	2188.50	2086.45
Profit/Loss before Tax	-46.30	67.70
Less: Tax expenses (Including deferred tax)	-14.12	21.73
Net Profit/Loss from continuing operations	-32.18	45.97
Other Comprehensive Income	0.98	6.25
Profit/Loss for the period	-31.20	52.22

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) vide its notification dated February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. The Company has adopted Indian Accounting Standards (Ind AS) and the financial statements have been prepared as per the Indian Accounting standard Rules, 2015, as prescribed under Section (133) of the Companies Act, 2013 read with relevant Rules issued hereunder and the other Accounting Principles generally accepted in India. OPERATIONAL REVIEW AND STATE OF AFFAIR We would like to inform you that Company operates in a single segment i.e. "TEXTILE" as such disclosure requirements as per Indian Accounting Standard (Ind AS) 108 issued by the Institute of Chartered Accountants of India, New Delhi, are not applicable.

Before reviewing the operational performance, we would like to inform you that Your Company has been awarded Gold Trophy for the Highest Exports of cotton yarn in Counts 50s and below under Category III by TEXPROCIL for the year 2016-17.

We would also like to inform you that the year gone by, has been a very difficult period for Textile Industry. The increase in the prices of raw cotton without the corresponding increase in the yarn prices coupled with decline in demand for cotton yarn affected the financial performance of the Company. The exchange rate fluctuations and reduction in export incentives further aggravated the problems and affected company’s performance during the year. Inspite of the challenges, Company has been able to maintain its Top line at Rs. 2142.19 crores as against Rs. 2154.15 Crores in the previous year. However, the export at Rs. 1264.05 Crores has shown a decline of 5.93% as compared to previous year. The profitability of the Company was severely impacted because of the reasons mentioned above and it suffered a loss of Rs. 31.20 crores during the year under review. The Company’s Reserves (other equity) stands at Rs. 800.50 crores as on 31st March 2018.

In the current year, the outlook for the Textile Industry seems to be Positive but reduction in export incentive and high Interest rates may impact the performance of sector. Your Management expects that company will be able to put up a reasonably good performance in the Current Year.

EXPANSION PLANS

Having regard to the future outlook of the Textile Industry, your Management has decided to go in for expansion plan of 36480 spindles at a capital outlay of Rs. 150 crores, at village Simrai, Distt: Raisen, Madhya Pradesh. The Company has already started taking effective steps for implementing the said expansion plan by March,

2019. The construction work of factory building is progressing as per schedule and the orders for the plant and machinery have also been placed. It is expected that the production from the new unit will start in February/March 2019. On completion of the project, Company’s spindle capacity will stand increased to 5.34 Lakhs (appx.) spindles.

DIVIDEND

The Board, in its meeting held on 30^th May, 2018 has recommended a dividend @ 10% (i.e. Rs. 0.50 per equity shares of Rs.5/- each) on paid up share capital for the year ended 31^st March, 2018, out of the reserves of the company. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting scheduled to be held on 28th September, 2018. The total dividend declared (excluding dividend distribution tax) for the current year is Rs. 1.80 crores.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the reserves of the Company to all those shareholders whose names shall appear in the Register of Members as on 11^th September, 2018 or Register of beneficial Owners, maintained by the Depositories as at the close of 11^th September, 2018. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions Section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividend remaining unpaid or unclaimed for period of seven consecutive years is required to be transferred to the Investor Education Protection Fund (IEPF) established by the Central Government. Accordingly, the (DIN 00463866) and Sh. Satish Kumar Sharma, (DIN 00402712) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment to the members of the Company at the ensuring Annual General Meeting.

Further, Regulation 17 (1A) of SEBI (LODR) (Amendment) Regulations 2018, notified on 9th May, 2018 and which will be applicable w.e.f 1st April, 2019, prescribes that no listed entity shall appoint a person or continue directorship of any person as a non-executive director, who has attained the age of seventy five years unless a Special Resolution is passed to that effect. We would like to inform you that Mr. Jawahar Lal Oswal, who is a Non-Executive Chairman, is going to reach the age of Seventy Five Years on 1^st October, 2018. Likewise, Prof K.S.Maini, who is Non-Executive Independent Director who hold office upto 25th September, 2020, has already attained the age of Seventy Five years. Accordingly in compliance of Regulation 17 (1A) of SEBI (LoDr) (Amendment) Regulations 2018, Company has proposed two Special Resolutions in the accompanying Notice of 38^th Annual General Meeting, for shareholders approval so that they can continue to be Directors of the Company even after the age of seventy five years. Pursuant to the provision of Section 203 of the Companies Act, 2013, Mr. Dinesh Oswal Managing Director, Mr. Anil Garg, Chief Financial Officer and Mr. Brij Sharma, Company Secretary are the Key Managerial Personnel (hereinafter refer as KMP) of the Company and there has been no change in the KMP since the last fiscal year.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate that a formal annual 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 as per the criteria/framework laid down by the Nomination and Remuneration Committee and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement and contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the

Company has transferred an amount of Rs. 1148740/-(Rupees Eleven Lakhs Forty Eight Thousand Seven Hundred Forty Only) being the amount of unclaimed dividend for the year 2009-2010 to the Investor Education and Protection Fund. Further, unclaimed/unpaid dividend for the year 2010-11 shall be transferred to Investor Protection Fund pursuant to section 124(5) of the Companies Act, 2013 in November, 2018. The Company has already sent letter/notice to the shareholders informing them to claim the unclaimed dividend from the company before such transfer to the Investor Education and Protection Fund.

Besides, as per the provisions of Section 124 (6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the 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 in compliance of the said provision of the Act, 3,69,262 (Three Lakh Sixty Nine Thousand Two Hundred Sixty Two Only) equity shares of Rs. 5/- each, were transferred to the DP/Client ID IN300708/10656671 opened in the name of the Investor Education and Protection Fund Authority. The details of the shareholders whose shares have been transferred to the Demat account of IEPF Authority is also available on company’s website http://www.owmnahar.com/spinning/pdf/NaharspinListofShareholders200809.pdf. and the same can be accessed through the link: www.iepf.gov.in.

We are pleased to inform that Shareholders can reclaim their subject shares/dividend by making an application to the IEPF Authority in e-Form IEPF-5 as per procedure provided under Rule 7 of the IEPF Rules. The Shareholders can also view the procedure at www.iepf.gov.in.

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 Listing Regulations.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. (Mrs.) H. K. Bal and Dr. Y.P. Sachdeva were relieved from the office of Directors on the expiry of their terms of office on 26^th September, 2017. Dr. Vijay Asdhir (DIN 006671174) and Dr. Manisha Gupta (DIN 06910242) were appointed as Independent Directors of the Company to hold office for Five (5) Consecutive years for a term upto 25^th September, 2022 on 26^th September, 2017. We would also like to inform you that pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Sh. Jawahar Lal Oswal

Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The outcome of the Board Evaluation for the Fiscal 2018 was discussed by the Nomination and remuneration Committee at the meeting held on 29^th May, 2018 and the Board at the meeting held on 30^th May, 2018

The Board was satisfied with the evaluation process and the approved the evaluation results thereof.

CORPORATE POLICIES:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the listed Companies are required to formulate certain policies. As a good corporate entity, the Company has already formulated several corporate governance policies and the same are available on the Company’s website i.e. www.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 hereunder:

	Committee formulated the CSR Policy which was adopted by the Board. The CSR policy outlines the various programmes/projects /Activities to be undertaken by the Company as laid down in schedule VII of the Companies Act, 2013.
Whistle Blower Policy	Pursuant to the provisions of Section 177 of the Companies Act, 2013 Company has formulated and adopted Vigil Mechanism/Whistle Blower Policy for its Directors and employees. The aim of the policy is to provide a channel to the Directors and employees to report their genuine concerns about unethical behavior, Actual or suspected fraud or violation of the code of conduct.
Policy on Materiality of Related Parties Transactions and Dealing with Related Parties Transactions	Pursuant to the requirements of regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, The Board has approved a policy on Materiality of Related Parties Transactions and Dealing with Related Party Transactions. The Policy regulates the transaction between the Company and its Group Companies and related parties. The policy has been uploaded on Company’s website and can be accessed at www.owmnahar
	.com/spinning/pdf/RPT-NAHAR-
	SPINNING.pdf.
Insider Trading Policy	To provide the framework for dealing in the securities of the Company by the insiders, the Board has approved and adopted the following codes in its meeting held on 30th May, 2016 under SEBI(Prohibition of Insider Trading Regulation 2015). The Policy provides for: i. Code of practices and procedures for fair disclosure of unpublished price sensitive information. ii. Code of conduct to regulate, monitor and report trading by insiders. The Codes help to regulate trading in securities by the

Name of the Policy	Brief Description
Appointment & Remuneration Policy	Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 3rd February, 2015 approved the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and other employees as recommended by Nomination and Remuneration Committee. The policy formulates the principle and criteria for determining qualification, competence, positive attributes, integrity and independence etc. for Directors, Senior Management Personnel including its Key Managerial Personnel (KMP) and employees of the Company. The Policy also laid down the criteria for determining the remuneration of directors, key manager personnel and other employees.
Corporate Social Responsibility Policy	Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR

	Directors and designated employees of the Company. The Codes require pre- clearance for dealing in the Company’s share and prohibit the purchase and sale of Company’s shares by the Directors and the designated employees while in possession of u n pub ished price sensit ive information in relation to company and during the period when T rading Window is closed.
Policy for Preservation of documents	Board of directors in their meeting held on 10th February, 2016 has approved and adopted the policy for Preservation of documents. The policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of e i g h t ye ars as p er requirements of applicable laws.
Archival Policy	Pursuant to the requirements of Regulation 30(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 The Board has approved and adopted the Archival Policy in its Meeting held on 10th February, 201 6. The policy ensure protection, maintenance and arch i val of Com pan y’ s disclosures, documents and records that are placed on Company’s website i.e. www.owmnahar.com
Board Diversity Policy	The Board of Directors in their Meeting held on 12th November, 2014 has approved and adopted the Board Diversity Policy as per th e recommendation of Nomination and Remuneration Committee. The policy envisages diversification of Company’s Board in respect of age, knowledge, experience and expertise.

functions of governance and management. The present Board consists of ten members Sh. Jawahar Lal Oswal is non-executive Chairman. Sh. Dinesh Oswal is a Managing Director. There are four Non Executive Directors and five are Independent Directors out of which one Director namely; Dr. (Mrs.) Manisha Gupta is a women director on the Board.

The Company’s Policy of Appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and other matters, as required under sub Section 3 of Section 178 of the Companies Act, 2013. The policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Appointment and Remuneration Policy of the Company is available on the Company’s website and can be accessed at www.owmnahar.com/spinning/pdf/NSMLAPPOINTMENTANDREMUNERATI ONPOLICY.pdf. There has been no change in the Policy since the last fiscal year. We affirm the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company’s Independent Directors held their meeting on 22^nd December, 2017 without the attendance of Non Independent Directors and members of the management. All Independent Directors were present 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 PROGRAMME FOR BOARD MEMBERS

All new Independent Directors inducted into the Board, attend an orientation programme. Further, at the time of appointing a Director, the Company issues a formal letter of appointment which inter alia, explains the role, functions, duties and responsibilities expected from him/her as a Director of the Company. All Independent Directors are provided with policies/Guidelines as framed by the Company under various statutes and SEBI (Listing Obligations and Disclosure Requirements) Regulations, to familiarize with Company’s procedure and practices. Further, to update them on regular basis, the Company provides copies of all amendments in Corporate Laws, Corporate Governance Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations. The details of the Company’s policy on Familiarization

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under Section 178(3) of the Companies Act, 2013. The objective of the Policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its

Programs conducted during the year under review for Independent Directors are posted on the Company’s website and can be assessed at: http://www.owmnahar. com/spinning/pdf/NSML-Familiarization-Program.pdf.

We would like to inform that the Securities Exchange Board of India vide its Notification dated 9^th May, 2018 issued Regulations known as SEBI ( Listing Obligation and Disclosure Requirement) (Amendment) Regulations, 2018. Likewise, the Ministry Of Corporate Affairs, New Delhi also notified Companies (Amendment) Act, 2018 on 7^th May, 2018 whereby some provisions of Companies Act, 2013 were changed/amended. The Company provided copies of said Regulations as well as Companies (Amendment) Act, 2018 to all the Directors so that they can update their Knowledge in Corporate/SEBI law. Besides, an interactive session was also conducted by Mr. P.S. Bathla, a Practicing Company Secretary with all the Directors to apprise them with the salient features of the SEBI Regulations and Companies (Amendment) Act, 2018.

NO. OF BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 30^th May, 2017, 12^th August, 2017, 14^thNovember, 2017 and 10^th February, 2018 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. RELATED PARTY TRANSACTIONS

Your Company is engaged in the Manufacture & Exports of yarns and knitted garments. Likewise some Group Companies (which are public limited Companies) are also engaged in the Textile Industry. Because of nature of Industry, sometimes sale/purchase/fabrication jobs, transactions takes place between the Group Companies, 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 (LODR) 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 Act 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 in Notes to the financial statements in accordance with the Accounting Standards.

The Company has not entered into any contract or arrangement with the related parties as referred in Section 188(1) of the Companies Act, 2013. 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 OCCURRED 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 31^st March, 2018 is Rs. 1803.27 Lakhs. During the year under review, Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor granted any stock options or sweat equity 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 T ribunals 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

As reported in our last report, Company adopted CSR Policy and decided to undertake CSR Activity 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.

During the year under review, company could not spend an amount of Rs. 1.07 crores (being the 2% of the average net profits made during the three immediate preceeding financial years on CSR activities) because of the deferment of the Eye Care project by the charitable medical institution. The Company also made efforts to identify projects in other areas. However, it was not able to identify meaningful projects, finalize implementation agencies and the target beneficiaries which would have created a visible impact on the society.

Due to the aforementioned reasons, the Company was not able to spend its CSR amount during the Financial Year 2017-18 till 31st March 2018. The Company remains committed towards the noble cause of social

development and has accordingly, decided to carry forward the unspent amount of Rs. 1.07 Crores for the Financial Year 2017-18 to the next year. M/s Oswal Foundation has already begun helping to run the charitable hospital for the purposes of diagnosis and treatment besides other charitable activities Under CSR already approved.

We may further inform that in July, 2018, the company has issued a cheque amounting to Rs. 2.79 Crores (which includes the amount of Rs. 1.72 crores CSR liability for Financial Year 2016-17 and Rs. 1.07 Crores for the financial year 2017-18), in favour of M/s Oswal Foundation for the purposes of promotion of charitable hospital being run by Mohan Dai Oswal Cancer Treatment & Research Foundation. Thus, with the said transfer of amount, CSR Expenditure Reserve created in the books of accounts stand fully utilized for the purpose of CSR activities.

The disclosure in respect of the existing CSR Activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules,

2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure I" and forms part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit Committee consisting of three Non-Executive Directors namely; Prof. K.S. Maini as Chairman, Sh. Dinesh Gogna and Dr. S.K. Singla, as members. Mr. Brij Sharma is the Secretary of the Committee. The Committee held four meetings during the year under review.

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, 2013, 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 Audit Committee about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct so that appropriate action can be taken to safeguard the interest of the Company. The Mechanism also provides for adequate safeguards against victimization of persons who uses such mechanism. The mechanism provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism is also posted on Company’s Website. The Company has a dedicated e-mail address i.e. www.owmnahar.com/ spinning/pdf/vigil-mechanism.pdf for reporting the genuine concerns.

The Audit Committee regularly reviews the working of the Mechanism. No complaint was received during the year under review.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANY

The Company does not have any subsidiaries, joint venture and associates Company during the year under review.

CREDIT RATING

We are pleased to inform that the Credit Rating Information Services of India Ltd. (CRISIL) in their Credit Rating Report of 27th June 2018 has re-affirmed the credit rating "A/Stable" for long term debt instruments/ facilities and "A1" for the short term debt instruments/ facilities. The rating "A" indicates stable and rating "A1" indicates very strong degree of safety regarding timely payment of the financial obligations. Further the CRISIL in their Credit Report of July 2018 has re-affirmed the credit rating "A1"for Rs. 235.00 Million Commercial Paper.

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 read with Companies (Management and Administration) Rules, 2014, 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 notices of General Meetings, Annual Report and other communications to its shareholders via electronic mode to the registered E-mail addresses of the shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest E-mail addresses with their depository Participant(D.P.) with whom they are having Demat Account or send the same to the Company via Email at:[e-mail] or gredressalnsml@ owmnahar.com. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the Environment.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:.

i. The BSE Ltd., 25^th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5^th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai

The Company has paid listing fee to both the Stock Exchanges for the financial year 2018-19. DEMATERIALISATION OF SECURITIES

As the members must be aware that Companies securities are tradable compulsorily in electronic form w.e.f. 21^stMarch, 2000. Your Company has already established connectivity with both the Depositories i.e.

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on date 96.67% of the total Equity Share Capital of the Company has been dematerialized. The shareholders, who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR-15/2002 dated 27^th December, 2002, 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, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

Alankit Assignments Limited

(Unit: Nahar Spinning Mills Limited)

Alankit House, 1E/13, Jhandewalan Extension

New Delhi - 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address : [e-mail] SEBI vide its Gazetted notification dated June 08, 2018 amended the Regulation 40 (1) (b) of SEBI (LODR) Regulations, 2015 whereby it has been provided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in Dematerialized form with the Depository. The said amendment shall come into force on the one hundred and eightieth day from the publication of Official Gazette. In view of the above, members are hereby informed that effective 5th December, 2018 requests for effecting transfer of securities in physical form shall not be processed unless the securities are held in the dematerialized form with a depository. Hence all members who are holding equity shares in physical form are requested to go in for dematerialization of securities at the earliest.

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

ENVIRONMENT FRIENDLY CORPORATE ENTITY As a responsible corporate entity, your Company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The Company is registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on Climate Change (UNFCCC) Secretariat, Bonn, Germany. DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirely to the requirements of Companies Act, 2013.

The Directors confirm :

I) that in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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 or loss of the company for that period;

III) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV) that they had prepared the Annual Accounts on a going concern basis.

V) that the directors, in the case of a listed company, had laid down internal financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

VI) 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.

AUDITORS & AUDITOR’S INDEPENDENT REPORT STATUTORY AUDITORS

We wish to inform you that M/s YAPL & Co, Chartered Accountants, Firm Registration no (017800N), were appointed as Statutory Auditors by the Members of the Company, for a term of five consecutive years starting from the conclusion of the 37^th Annual General Meeting upto the conclusion of the 42^nd Annual General Meeting of the Company in the calendar year 2022. As per the proviso of section 139 (1) the matter relating to appointment of the Auditors was to be ratified by the Members at the every Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its notification dated 07 May, 2018, has omitted the first proviso of section 139 of the Principal Act in sub section (1). Accordingly the Board has not proposed any resolution for the ratification of Appointment of Auditors by the Shareholders.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Financial Statements of the Company for the Accounting year ended 31^st March, 2018. 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 from the Board.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31^st 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 company is maintaining Accounts and Costing Records. Further, the Board of Directors on the recommendation of Audit Committee has also appointed M/s Ramanath Iyer & Co. (Firm Registration No. 000019), Cost Accountants, as Cost Auditors of the Company for financial year 2018-19 and has fixed a remuneration of Rs.1.75 Lakhs (Rupees One Lakh Seventy Five Thousand Only) plus applicable taxes and reimbursement of out of Pocket expenses incurred, 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. A resolution for the ratification of the remuneration of the Cost Auditors by the members at the ensuing Annual General Meeting is being proposed for your approval.

SECRETARIAL AUDITOR

The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practicing Company Secretaries, having Certificate of Practice No. 2585 as Secretarial Auditor to conduct Secretarial Audit for the financial year 2018 2019.

M/s. P.S. Bathla & Associates, Practicing Company Secretaries has carried out the Secretarial Audit for the financial year ended March 31, 2018 and their Secretarial Audit Report in Form No. MR-3 is annexed hereto as Annexure II and from part of this Report.

The Report is self explanatory and requires no comments from the Board.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate, manage and monitor all types of risks associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your Company is operating in Textile segment and has identified certain risks which may affect the performance of the Company. These are operational risks such as fluctuation in cotton prices, fluctuation in foreign exchange rates, Labour problems and regulatory risks such as change in Government Policy with respect to Textile Industry etc. The Company’s Risk Management Policy aims to suggest the steps to be taken to control and mitigate the risk associated with the Company’s Textile Business. We are of opinion that none of identified risk is such that which may threaten the existence of the Company. INTERNAL FINANCIAL CONTROL AND SYSTEMS The Company is maintaining an efficient and effective system of Internal Financial Control for facilitation of speedy and accurate compilations of financial statements. The Company’s Internal Financial Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliances with procedures, laws and regulations. The Company’s Internal Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various process of the business, Company is making use of Enterprise Resource Planning (ERP).

Mr. Sandeep Gupta Chartered Accountant, resigned w.e.f. 31^st March, 2018 from Internal Auditor ship of the Company. The Board accepted his resignation. Further, the Board pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, appointed S.C. Vasudeva & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19. The Company is also having Internal Audit Department to test the adequacy and effectiveness of Internal Control Systems lay down by the Management and suggests improvement in the systems. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board. During the year, Company’s Internal Controls were tested and no reportable weakness in the system was observed.

Apart from the above, an Audit Committee consisting of three Non Executive Directors has been constituted. All the significant audit observations and follow up Actions thereon are taken care of by the Audit Committee. The Audit Committee also oversees and reviews the adequacy and effectiveness of Internal Control in the company. The Audit Committee met four times during the financial year under review. The company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73, of the Companies Act, 2013 and the Rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year: Nil

(ii) Deposits remained unpaid or unclaimed as at the end of the year : Nil

(iii) Default in repayment of deposits and deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 : N.A.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. The Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2017-18, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31^st March,

2018.

ANNUALRETURN

The Extract of Annual Return of the Company, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2017-18 in the Form MGT-9 has been uploaded on Company’s website at http://www.owmnahar.com/spinning/pdf/MGT-9.pdf as the requirement of attaching the extract of Annual Return with Board’s Report has been done away by Section 36 of Companies (Amendment) Act, 2017 notified by Ministry of Corporate Affairs, New Delhi, vide its Notification dated 31^st July, 2018.

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 point VI of the ANNEXURE III annexed hereto and form part of this report.

During the year under review, Sh. Dinesh Oswal, Managing Director of the Company has been paid a remuneration of Rs. 58371178/- for financial year 2017 18, as per the approval of the Central Government vide its letter no. SRN G41303728/2017-CL-VII dated 26th December; 2017.He has also been paid arrears of salary amounting to Rs. 10633250/- for the year 2016-17 during the year under review.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The detailed information as required under Section 134(3) of the Companies Act, 2013 read with Sub Rule 3 of the Rule 8 Companies (Accounts) Rules, 2014, is enclosed as per Annexure-IV and forms part of this report.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. 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 Obligation and disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure-V and form part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is enclosed as per Annexure-VI and forms part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels. 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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 6th August, 2018 (Chairman)

DIN: 00463866

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the THIRTY FIFTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE

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

(Rs. In crores) PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit for the year before 145.40 292.66

TAX & DEPRECIATION

Less: Depreciation 130.56 88.16

Provision for Taxation 3.35 43.25

Provision for Deferred Tax -8.88 15.50

125.03 146.91

Profit/Loss after tax 20.37 145.75

Adjustment of Income Tax 0.16 0.45

of Earlier years

Amount available for appropriation 20.21 145.30

APPROPRIATION

Proposed Dividend 3.61 3.61

Tax on Distributed profits 0.73 0.61

Transfer to General Reserve 15.00 90.00

Balance at the end 0.87 51.08

20.21 145.30

OPERATIONAL REVIEW AND STATE OF AFFAIR

We would like to inform you that Company operates in a single segment i.e."TEXTILE" as such disclosure requirements as per Accounting Standard AS 17 issued by the Institute of Chartered Accountants of India, New Delhi, are not applicable.

First of all we would like to inform you that Company's expansion cum modernization project has been completed during the year. After the said expansion, Company's spindlage capacity stands increased to 5 Lakh(Approx.) spindles and 1080 Rotors. Thus your Company has positioned itself as one of the leading integrated Textile player to reap the benefits of economies of scale.

During the year under review, your Company performed reasonably well, in spite of a challenging year for the Textile Industry. The Company achieved a total income of Rs. 2160.91 crores as against Rs. 2211.15 crores showing a marginal fall. The company achieved an export turnover of 1393.20 crores which constitutes 64.81% of the revenue of the Company. The Company's excellent export performance has also been recognised by the TEXPROCIL by awarding Silver Trophy for highest export of Yarns (50s & below) for the year 2013-14. However the Company's financial performance was severely affected because of lack lustre global demand, volatility in the exchange rates and very thin margins and the Company could earn a Profit (before tax and depreciation) of Rs.145.40 crores as against Rs. 292.66 crores in the previous year. The depreciation for the year has also risen to Rs. 130.56 crores as against Rs. 88.16 crores in the previous year because of change in the method of depreciation which is on the basis of useful life of the assets as specified under Schedule II of the Act. The said change in depreciation, affected company's profitability during the year. The company earned a Profit before tax of Rs.14.84 Crores. After providing for taxation of Rs. 3.35 crores and adjustment of deferred tax of Rs. -8.88 crores, the Company earned a net profit of Rs. 20.37 crores during the year.

TRANSFER TO RESERVE

After appropriations of profit as per the detail hereinabove, an amount of Rs. 15.00 crores has been transferred to General Reserve thereby increasing Company's Reserves to Rs. 465.58 crores as on 31st March, 2015.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 20% (i.e. Re. 1 per equity shares of Rs. 5/- each) on paid up share capital for the year ended 31st March 2015. The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the profits of the company to all those shareholders whose names shall appear in the Register of Members on 11th September, 2015 or Register of Beneficial Owners, maintained by the Depositories as at the close of 11th September, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the Company has transferred an amount of Rs. 2672519.00 (Rupees Twenty Six Lakh Seventy Two Thousand Five Hundred Nineteen only) being the amount of unclaimed dividend for the year 2006-2007 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2007-08 shall be transferred to Investor Education and Protection Fund pursuant to section 205C of the Companies Act, 1956 in November, 2015.

DECLARATION UNDER SECTION 149(6)

The Independent Directors have submitted their declaration to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to section 152(6) of the Companies Act, 2013 and Article 117 of Article of Association of the Company, Sh. Dinesh Gogna (00498670) and Sh. Kamal Oswal (DIN 00493213) will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The board has recommended their re-appointment to the members of the Company at the ensuing Annual General Meeting. During the year, the members approved the appointment of Dr. (Mrs.) H.K. Bal, Dr. Y.P. Sachdeva, Dr. A.S. Sohi, Prof. K.S. Maini and Dr. S.K. Singla as Independent Directors not liable to retire by rotation. Further the Board appointed Mr. Anil Kumar Garg, who is a qualified Chartered Accountant, having Membership No. 83312 of the Institute of Chartered Accountants of India, as Chief Financial Officer of the Company under the category of Key Managerial Personnel. The Board also approved the inclusion of Sh. Dinesh Oswal, Managing Director and Sh. Brij Sharma, Company Secretary of the Company under the category of Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out a formal Annual performance evaluation of its own, Board Committees and individual Directors as per the criteria laid down by the Nomination and Remuneration Committee of the Company. The Board 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 judgement, 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 Board was satisfied with the evaluation process and the results thereof.

APPOINTMENT AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & 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 Appointment and Remuneration Policy of the Company is annexed hereto as Annexure – I and form part of this report.

SEPARATE MEETING OF INDEPENDENT DIREC- TORS

The Company's Independent Directors held their meeting on 15th December, 2014, without the attendance of Non Independent Directors and members of the management. All Independent Directors were present at the meeting. 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 flow of information between the Company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARISATION PROGRAMME 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 copies of all policies/Guidelines as framed by the Company under various statutes and Listing Agreement to familiarize with Company's procedure and practices. Further, to update them on the regular basis, the Company provide copies of all amendments in Corporate Laws, Corporate Governance Rules and Listing Agreement. The details of the Company's policy on Familiarisation Programme for Independent Directors is posted on the website of the Company and can be assessed at: http://www.owmnahar.com/nsml/

BOARD MEETINGS

During the year under review, the Board of Directors met four times i.e. 29th May, 2014, 11th August, 2014, 12th November, 2014 and 3rd February, 2015 with a predefined agenda circulated well in advance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGE- MENTS MADE WITH RELATED PARTIES

Your company is engaged in the Manufacture & Exports of Yarns and knitted garments. Because of nature of Industry, sometimes sale/ purchase/ fabrication job transactions takes place between the Group Companies (which are public limited companies), in the ordinary course of business at Arm's length basis. 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 transactions with the Group Companies are placed before the Audit Committee as well as the Board, for their information and approval.

We also wish to inform you that there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict of interest with the Company at large.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There 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, 2015 is Rs.1803.27 Lacs. During the year under review Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor granted any stock options or sweat equity 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 are given in the Note No. 10, 11, 12, 16(A), 25(a)&(f) to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, the Board in their meeting held on 29th May 2014, constituted Corporate Social Responsibility Committee(herein after referred to as CSR Committee) comprising of three Directors namely Sh. Dinesh Oswal, as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The term of reference of CSR Committee are:- 1. To formulate and recommend to the Board CSR Policy specifying therein the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. To Recommend the amount of expenditure to be incurred on the CSR activities.

3. To Monitor the Company's CSR Policy and implementation of CSR projects from time to time.

The CSR Committee formulated CSR Policy and recommended to the Board 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 Company has started contributing the sum for the expenditure to be incurred by Oswal Foundation for CSR activities. The Oswal Foundation is undertaking the project to 'maintain the quality of soil and water' on Sidhwan Canal, Ludhiana. Besides, the said foundation has also adopted two Government Schools situated in Ludhiana district. for 'promoting education'. The Company's CSR Policy is available on its 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 is annexed hereto as "Annexure II" and form part of this Report.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit Committee consisting of Prof. K.S. Maini as Chairman, Sh. Dinesh Gogna and Dr. S.K. Singla, Directors as members. Mr. Brij Sharma is the Secretary of the Committee. The Committee held four meetings during the year under review.

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 victimisation of persons who uses such mechanism. The mechanism provide direct access to the chairperson/ chairman of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism/Whistle Blower Policy is also posted on Company's Website. The Company has a dedicated e-mail address i.e. [e-mail] for reporting the genuine concerns.

The Audit Committee regularly review the working of the Mechanism. No complaint was received during the year under review.

CREDIT RATING

We are pleased to inform that the Credit Rating Information Services of India Ltd. (CRISIL) has re- affirmed the credit rating "A" for long term debt instruments/ facilities and "A1" for the short term debt instruments/ facilities of the Company. The rating "A" indicates stable and rating "A1" indicates very strong degree of safety regarding timely payment of the financial obligations.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 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 read with Companies (Management and Administration) Rules, 2014, 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 environment friendly initiative.

Accordingly, henceforth Company propose to send documents such as notices of General Meetings, Annual Report and other communications to its shareholders via electronic mode to the registered E-mail addresses of the shareholders. To support this green initiative of the Government in full measure shareholders are requested to register/update their latest E-mail addresses with their Depository Participant(D.P.) with whom they are having Demat Account or send the same to the Company via E-ma il a t:- [e-mail] or [e-mail]. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the Environment.

LISTING OF SECURITIES

The securities of the company are presently listed on the

following Stock Exchanges: I. The Bombay Stock Exchange Ltd., 25th Floor,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. ii. The National Stock Exchange of India Ltd.,

Exchange Plaza, 5th Floor, Plot No.C/1, G- Block, Bandra Kurla Complex, Bandra (E), Mumbai

The Company has paid listing fee to both the Stock

Exchanges for the financial year 2015-16.

DEMATERIALISATION OF SECURITIES

As the members must be aware that company's securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on date 95.17% of the total Equity Share Capital of the Company has been dematerialised. The shareholders who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest. Further as per SEBI circular no. D&CC/FITTC/CIR- 15/2002 dated 27th December, 2002, 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, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited

(Unit: Nahar Spinning Mills Limited)

Alankit House, 2E/21, Jhandewalan Extension

New Delhi – 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address : [e-mail]

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

ENVIRONMENT FRIENDLY CORPORATE ENTITY

As a responsible corporate entity, your company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on Climate Change (UNFCCC) Secretariat, Bonn, Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, conform in their entirely to the requirements of Companies Act, 2013.

The Directors confirm :

I) that in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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 or loss of the company for that period;

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

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

v) that they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITOR'S INDEPENDENT REPORT STATUTORY AUDITORS

The members at the Annual General Meeting held on 30th September, 2014, appointed M/s Gupta Vigg and Co., Chartered Accountants (Registration No. 001393N) as Statutory Auditors of the Company to hold the office till the conclusion of 35th Annual General Meeting of the Company. Their period of office will expire at the ensuing Annual General Meeting. They have expressed their willingness for re-appointment as Auditors of the Company and has given a written consent/certificate regarding eligibility for their reappointment as Statutory Auditors in accordance with the Rule 4 of the Companies(Audit and Auditors) Rule, 2014 read with the provisions of section 139(2) of the Companies Act, 2013. The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Accounts of the Company for the Accounting year ended 31st March, 2015. 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.

COST AUDITORS

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 31st December, 2014 amended Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company's business activities have been included with in the purview of Cost Audit requirement. Accordingly, the Board of Directors on the recommendation of Audit Committee appointed M/s Ramanathan & Iyer, Cost Accountant, as Cost Auditors of the Company for financial year 2015-16 and has fixed a remuneration of Rs. 1.50 Lacs subject to the ratification of the members as per the provision of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014. A resolution for the ratification of the remuneration of the Cost Auditors by the members at the ensuing Annual General Meeting is being proposed.

SECRETARIAL AUDITOR

The Board, pursuant to the provision of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. P.S. Bathla & Associates, Practising Company Secretaries, having Membership No. 2585 to conduct Secretarial Audit for the financial year 2014-15.

M/s. P.S. Bathla & Associates, Practising Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2015 and their Secretarial Audit Report in Form No. MR-3 is annexed hereto as Annexure III and from part of the report.

The Report is self explanatory and require no comments.

BUSINESS RISK MANAGEMENT

The Company has laid down Risk Management Policy 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 Clause 49 of the Listing Agreement and suggests steps to be taken to control and mitigate the risks associated with Company's business. The Company is operating in Textile segment and has identified certain risks which may affects the performance of the Company. These includes operational risks such as fluctuation in cotton prices, fluctuation in foreign exchange rates, Labour problems, regulatory risks, Government Policy with respect to textile etc. We are of the opinion that none of identified risk is such that which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL AND SYSTEMS

The Company has an adequate system and Internal Financial Control to ensure that all the assets of the company are safeguarded and protected. The Company's Internal Financial Control System commensurate with the nature of its business and size of its operations. In order to further strength the Internal Control System and to automate the various process of the business, company is making use of Enterprise Resource Planning(ERP).

Pursuant to the provisions of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has also appointed a Chartered Accountant as Internal Auditor for the financial year 2015-16. The Company's Internal Audit Department test the adequacy and effectiveness of Internal Control Systems laid down by the management and suggest improvement in the systems. During the year, Company's Internal Controls were tested and no reportable weakness in the system was observed. Apart from this, 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 oversee the adequacy of Internal Control. The Audit Committee met four times during the financial year under review. The Company has also established a Vigil Mechanism as per Section 177(9) of Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014.

WHOLLY OWNED SUBSIDIARY

The Company formed a 100% Wholly Owned Subsidiary in the name of Nahar Spinning Mills (FZE) in Sharjah Airport Free Zone, Sharjah, UAE on 09th December, 2013. The Company did not carry any commercial activity and accordingly the Board in their meeting held on 11th August, 2014 decided to close its 100% Wholly Owned Subsidiary Nahar Spinning Mills (FZE). The Company has already been closed. Accordingly, no Financial Statement of the said Company as required pursuant to the proviso of section 129(3) of the Companies Act, 2013 is attached.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. There is no outstanding/unclaimed deposit from the public. However, the information as required under Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder:-

(i) Deposits accepted during the year : Nil

(ii) Deposits remained unpaid or : Nil unclaimed as at the end of the year

(iii) Default in repayment of deposits : Not and deposits which are not in applicable compliance with the requirements of Chapter V of the Companies Act, 2013

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 2014-15, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as of 31 March, 2015.

ANNUAL RETURN

Extract of Annual Return, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial year 2014-15 in the Form MGT-9 of the Company is annexed herewith as Annexure IV and form part of this report.

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 V" and form part of this report.

Further during the year under review, no employee of the Company 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.

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 point VI of the ANNEXURE IV annexed hereto and form part of this report.

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 of the Companies (Accounts) Rules, 2014, is enclosed as per Annexure-VI 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 Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-VII 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 clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per annexure-VIII and forms part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL

DATED: 5th August, 2015 (Chairman)

DIN: 00463866

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the THIRTY FOURTH ANNUAL REPORT on the affairs of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

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

(Rs. In crores)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit for the year before 292.66 221.60

TAX & DEPRECIATION

Less: Depreciation 88.16 87.55

Provision for Taxation 43.25 9.96

Provision for Deferred Tax 15.50 146.91 45.70 143.21

Profit/Loss after tax 145.75 78.39

Adjustment of Income Tax 0.45 0.53

of Earlier years

Amount available for appropriation 145.30 77.86

APPROPRIATION

Proposed Dividend 3.61 3.61

Tax on Distributed profits 0.61 0.61

Transfer to General Reserve 90.00 73.64

Balance at the end 51.08 _

145.30 77.86

PERFORMANCE REVIEW

As the members are aware that company is engaged in the manufacturing of Yarns and Garments. These business activities fall under the ''Textile'' segment. However for the purpose of working performance review, we would like to brief you company''s performance under two units namely Yarns and Garments:

YARN UNIT

We are pleased to inform you that Company''s expansion cum modernisation plan of 60,000 spindlage is progressing as per schedule. The Company has already installed 52848 spindles. The machineries for remaining spindles have already arrived at the plant site and it is expected that the same will be installed by end September, 2014. On completion of the abovesaid expansion, Company''s spindlage capacity will stand increased to five lakh spindles (approx.) and 1080 rotors.

Yarn Segment performed exceedingly well during the year under review. The recovery in U.S., European Union and Asian economies coupled with higher export realization enabled the segment to achieve a net revenue of Rs. 1927.12 crores showing an impressive increase of 12.63% over the previous year. The financial performance too improved significantly and it earned a profit before interest and tax of Rs. 228.78 crores showing an impressive increase of 10.10% over the previous year.

GARMENT UNIT

Likewise, Garment Segment also, improved its performance during the year under review. The segment achieved a net revenue of Rs. 272.95 crores showing an impressive increase of 11.26% over previous year. It also improved its financial performance significantly and earned a profit before interest and tax of Rs. 43.20 crores showing an impressive increase of 74.64% over the previous year.

OVERALL PERFORMANCE

From the above, it is apparent that Company''s overall performance has been excellent on all parameters during the year ended 31st March, 2014. The Company earned a net revenue of Rs. 2204.19 crores showing an impressive increase of 12.39 % over the previous year. The exports at Rs.1427.99 crores has also shown increase of 9.87% over the previous year.

On profitability front too, the Company substantially improved its performance and earned a profit before tax and depreciation of Rs. 292.66 crores as against profit of Rs. 221.60 crores in the previous year. After providing depreciation of Rs. 88.16 crores and provision for taxation/deferred taxation of Rs. 58.75 crores, it earned a net profit of Rs. 145.75 crores. After the adjustment of Income tax of Rs. 0.45 crores (earlier years) the amount available for appropriations comes to Rs. 145.30 crores. After appropriations of profit as per the detail hereinabove, an amount of Rs. 90.00 crores has been transferred to General Reserve thereby increasing Company''s reserve to Rs. 469.62 crores as on 31st March, 2014.

DIVIDEND

Your Directors are pleased to recommend a dividend @ 20% (i.e. Rs. 1 per equity shares of Rs. 5/- each) on paid up share capital for the year ended 31st March 2014.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the profits of the company to all those shareholders whose names shall appear in the Register of Members on 15th September, 2014 or Register of Beneficial Owners, maintained by the Depositories as at the close of 13th September, 2014.

DIRECTORS

Pursuant to section 149 of the Companies Act, 2013, Sh. Jawahar Lal Oswal and Sh. Satish Kumar Sharma, will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themeselves for re- appointment.

Pursuant to section 149, 152 read with Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement, Dr. (Mrs.) H.K. Bal, Prof. K.S. Maini, Dr. Suresh Kumar Singla, Dr. Amrik Singh Sohi, Dr. Yash Paul Sachdeva, Directors of the Company, who were appointed as directors liable to retire by rotation, are proposed to be appointed as Independent Directors for the fixed term of three years upto the conclusion of 37th Annual General Meeting in the calendar year 2017. The resolutions for their appointment have been proposed in the accompanying Notice.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

We are pleased to inform that the Credit Rating Information Services of India Ltd. (CRISIL) has re-affirmed the credit rating "A" for long term debt instruments/ facilities and "A1" for the short term debt instruments/ facilities of the Company. The rating "A" indicates stable and rating "A1" indicates very strong degree of safety regarding timely payment of the financial obligations.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 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 enviornmental friendly initiative.

Accordingly, henceforth company propose to send documents such as notices of General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered E-mail addresses of the shareholders. To support this green initiative of the Government in full measure shareholders are requested to register/update their latest E- mail addresses with their Depository Participant(D.P.) with whom they are having Demat Account or send the same to the Company via E-mail at:- [e-mail] or [e-mail]. We solicit your valuable co- operation and support in our endeavor to contribute our bit to the Enviornment.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:

i. The Bombay Stock Exchange Ltd., 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G- Block, Bandra Kurla Complex, Bandra (E), Mumbai The Company has paid listing fee to both the Stock Exchanges for the financial year 2014-15.

DEMATERIALISATION OF SECURITIES

As the members must be aware that company''s securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on date 94.96% of the total Equity Share Capital of the Company has been dematerialised. The shareholders who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR- 15/2002 dated 27th December, 2002, 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, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited (Unit: Nahar Spinning Mills Limited) Alankit House 2E/21, Jhandewalan Extension New Delhi - 110 055 Telephone No. : [phone] Fax No. : [phone]

E-mail address : [e-mail]

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDIT COMMITTEE

As required under Section 177 of the Companies Act, 2013, the Board of Directors have already constituted Audit Committee consisting of Prof. K.S. Maini as Chairman, Sh. Dinesh Gogna and Dr. S.K. Singla, as members. The Committee held four meeting during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013, your Board in its meeting held on 29th May, 2014 has constituted Corporate Social Responsibility Committee consisting of Sh. Dinesh Oswal, Managing Director as Chairman, Dr. S.K. Singla and Sh. Dinesh Gogna, as members. The Committee has been constituted to:-

1. Formulate and recommend the Board a CSR Policy which shall indicate the activities to be undertaken by the Company as laid down in Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. Recommend the amount of expenditure to be incurred on the CSR activities.

3. Monitor the Company''s CSR Policy and implementation of CSR projects from time to time.

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 alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-III.

ENVIRONMENT FRIENDLY CORPORATE ENTITY

As a responsible corporate entity, your company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on Climate Change (UNFCCC) Secretariat, Bonn, Germany. DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the Members that the financial statements for the year under review, conform in their entirely to the requirements of Companies Act, 1956.

The Directors confirm :

i) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures;

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 or loss of the company for that period;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

COST AUDITORS

The Company appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the year 2013-2014. The Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Report for the Yarn as well as Garments for the year ended 31st March, 2014 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

We would like to inform you that the Ministry of Corporate Affairs vide Notification dated 30th June, 2014 notified Companies (Cost Records and Audit) Rules, 2014, pursuant to which, the Company''s business activities has been excluded from the preview of Cost Audit requirement.

AUDITORS & AUDITOR''S INDEPENDENT REPORT

The Statutory Auditors, M/s. Gupta Vigg & Co., Chartered Accountants (Registration No. 001393N), has been working as the Statutory Auditors of the Company since 1981. As per the provisions of Section 139 of the Companies Act, 2013, no listed company shall appoint or re-appoint an audit firm as Auditor for more than two terms of five consecutive years. The proviso to Section 139(2) of the Companies Act, 2013 provides that every company existing on or before the commencement of this Act, which is required to comply with the provisions of above said section shall comply with the requirements of abovesaid section within three years from the date of commencement of the Companies Act, 2013.

M/s. Gupta Vigg & Co., being eligible offered themselves for re-appointment. The Board of Directors based on the recommendation of the Audit Committee has proposed the appointment of M/s. Gupta Vigg & Co., as the Statutory Auditors of the Company for a period of one year to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The Company has obtained from Auditors a written consent and a certificate as required under Section 139 of the Companies Act, 2013 to the effect that their re- appointment, if made, would be within the limits and in accordance with the conditions specified under section 141(3)(g) of the Companies Act, 2013.

The observations and comments given by Auditors in their Report read together with the Notes to the Accounts are self explanatory hence do not call for any further comments.

WHOLLY OWNED SUBSIDIARY

Your Company being Export Oriented Company always endeavours to explore new export markets for its products so that it can achieve desired growth. In this process it is Management desire to have better presence in the Middle East countries and also in the Gulf markets. Keeping in view the future growth strategy, your Management has taken an initial step by establishing a 100% Wholly Owned Subsidiary in the name of Nahar Spinning Mills (FZE) in Sharjah Airport Free Zone, Sharjah, UAE on 9th December, 2013. After the incorporation it has not carried out any operations till date. Since, it is the first year of operations, it has not closed its Books of Accounts as yet. Accordingly, no financial statement of the said Company as required pursuant to the proviso of Section 129(3) of the Companies Act, 2013 is attached.

PUBLIC DEPOSITS

During the year the company has neither accepted nor intend to accept any Public deposit. There are no outstanding/unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205-C of the Companies Act, 1956 the company has transferred an amount of Rs. 1,168,180.00 (Rupees Eleven Lakh Sixty Eight Thousand One Hundred and Eighty only) being the amount of unclaimed dividend for the year 2005-2006 to the Investor Education and Protection Fund. Further, unpaid dividend for the year 2006-07 shall be transferred to Investor Education and Protection Fund pursuant to section 205C of the Companies Act, 1956 in November, 2014.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 is enclosed as per Annexure - I.

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

The detailed information as required under section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure-II 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 clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per annexure-IV and forms the part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LAL OSWAL DATED: 11th August, 2014 (Chairman)

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the THIRTY THIRD ANNUAL REPORT on the affairs of the company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

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

(Rs. In crores)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit for the year before 221.60 (173.45)

TAX & DEPRECIATION

Less: Depreciation 87.55 -

Provision for Taxation 9.96 0.06

Provision for Deferred Tax 45.70 143.21 (56.15) 56.09

Profit/Loss after tax 78.39 (117.36)

Adjustment of Income Tax 0.53 -0.16 of Earlier years

Amount available for appropriation 77.86 (117.20)

APPROPRIATION

Proposed Dividend 3.61 -

Tax on Distributed profits 0.61 -

Transfer to General Reserve 73.64 -

77.86 (117.20)

PERFORMANCE REVIEW

We would like to inform you as per the disclosure requirements of Accounting Standard AS17 issued by the Institute of Chartered Accountants of India, company''s activities can be classified under two segments namely "Yarn Segment" and "Garment Segment". Before reviewing overall performance of the company we would like to brief you regarding the working performance of each Segment which is as under:-

YARNSEGMENT

We are pleased to inform you that Company''s expansion cum modernization plans of 60,000 spindlage are progressing as per schedule. The company expects to fully implement the said plans by July, 2014. On completion of the said expansion the company''s spindlage capacity will increase to five lakhs spindlages. Yarn Segment performed exceedingly well during the year under review. The recovery in the U.S., Europe and Asian economies coupled with higher export realization enabled the Segment to achieve net revenue of Rs.1711.04 lakhs showing an increase of 13.94% over the previous year. The financial performance too, improved significantly and it earned a profit before interest and tax of Rs. 207.79 crores as against loss of Rs. 86.26 Crores.

GARMENTSEGMENT

We are glad to inform you that Garment Segment too, improved its performance during the year under review. The recovery in the U.S. and European Economies enabled the segment to achieve net revenue of Rs. 245.34 crores showing an impressive increase of 29.28% over previous year. It also improved its financial performance and earned a profit before interest and tax of Rs.24.74 crores showing an impressive increase of 45.88% over the previous year.

OVERALL PERFORMANCE

From the above, it is apparent that company''s performance has been excellent on all parameters. The company''s net revenue from operations Rs.1961.28 crores has shown an increase of 15.63% over the previous year. Likewise the export at Rs.1299.76 crores has also shown an impressive increase of 15.78%. Because of its excellent export performance, your company has been awarded Gold Trophy for achieving Highest Exports of yarn (50s & Below) by The Cotton Textile Export Promotion Council (TExpROCIL).The company has also been awarded Bronze Trophy for achieving Third Highest Export of Processed Yarn by (TExPROCIL).

On profitability front, company substantially improved its performance and earned a profit before tax and depreciation of Rs. 221.60 crores as against loss of Rs.173.45 crores in the previous year. After providing depreciation of Rs. 87.55 crores and provision for taxation/deferred taxation of Rs. 55.66 crores the company earned a net profit of Rs.78.39 crores. After adjustment of income tax of Rs. 0.53 crores (earlier year) the amount available for appropriations comes to Rs. 77.86 crores. After appropriations of profits as per detail hereinabove, an amount of Rs.73.64 crores has been transferred to General Reserve thereby increasing Company''s Reserves to Rs.379.62 crores as on 31st March, 2013.

DIVIDEND

Your Directors are pleased to recommend a dividend @20% (i.e. Rs.1.00 per equity share of Rs.5/- each) on paid up equity share capital for the year ended 31st March, 2013.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the profits of the company for the year under reference to all those shareholders whose names shall appear in the Register of Members on 30th September, 2013 or Register of beneficial owners, maintained by the Depositories as at the close of 20th September, 2013.

DIRECTORS

Dr. Om Prakash Sahni who was an independent Director, left for heaven abode on 24.10.2012. The board pray to the Almighty to give peace and solace to the departed soul.

Pursuant to article 91 of the Articles of Association of the company Sh. Kamal Oswal, Dr. Amrik Singh Sohi, Dr. Yash Paul Sachdevaand Dr. Suresh Kumar Singla will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

The Credit Rating Information Services of India Ltd. (CRISIL) has re-confirmed the credit rating ''A1''. The said rating indicates very strong degree of safety regarding timely payment of financial obligation. Such instruments carry lowest credit risk.

GREEN INITIATIVE

The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA as in its environmental friendly initiative.

Accordingly, henceforth company propose to send documents such as notices 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:- [e-mail] or [e-mail]. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:

i. The Bombay Stock Exchange Ltd., 25th Floor Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai

The Company has paid listing fee to both the Stock Exchanges for the financial year 2013-2014.

DEMATERIALISATION OF SECURITIES

As the members must be aware that company''s securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on date 94.79% of the share capital of the company has been dematerialised. The shareholders who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR- 15/2002 dated 27th December, 2002, 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 communications in respect of Share Transfer, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited (Unit: Nahar Spinning Mills Limited)

Alankit House

2E/21, Jhandewalan Extension New Delhi-110055 Telephone No. : [phone] Fax No. : [phone]

E-mail address : [e-mail] In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDITCOMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, the company had already constituted Audit Committee consisting of Sh. K.S. Maini as Chairman, Sh. Dinesh Gogna and Dr. O.P. Sahni as members. Because of the sad demise of Dr. O.P. Sahni on 24.10.2012, Sh. S.K. Singla was appointed as Member of Audit Committee. The committee held four meeting during the year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance. The company had already constituted several committees of directors to assist the Board in good Corporate Governance. The Corporate Governance Report alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith asAnnexure-II.

ENVIRONMENT FRIENDLY CORPORATEENTITY

As a responsible corporate entity, your company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on Climate Change (UNFCCC) Secretariat, Bonn, Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

I) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures;

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 or loss of the company for that period;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

COST AUDITORS

The Company appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the year 2012-2013. The Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Report for yarn as well as garments, for the year ended 31st March, 2013 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

The Ministry of Corporate Affairs issued a Notification dated 3rd June, 2011 whereby company''s activities relating to garment business have also comes under the preview of Companies (Cost Accounting Records) Rules, 2011. Accordingly the company is required to file Cost audit report with the Ministry of Corporate Affairs, New Delhi in respect of garments too.

AUDITORS & INDEPENDENT AUDITOR''S REPORT

M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has obtained from auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits specified in the said section.

The Audit Committee has recommended their re- appointment.

The observations and comments given by Auditors in their independent auditor''s report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year the company has neither accepted nor intend to accept any Public deposit within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under. There are no outstanding/unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs.12,99,335/- (Rupees Twelve lacs ninety nine thousand three hundred thirty five only) being the amount of unclaimed Dividend for the year 2004-2005 to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under section 217(2A) the Companies (particulars of employees) Rules 1975.

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

The detailed information as required under section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per Annexure III and forms part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

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 and Financial Institutions for their continued support to the company. The Directors also place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LALOSWAL

DATED: 30th July, 2013 (Chairman)

---

Mar 31, 2012

The Directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT on the affairs of the company for the year ended 31st March, 2012. FINANCIAL PERFORMANCE

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

(Rs. In crores)

PARTICULARS CURRENT PREVIOUS YEAR YEAR

Profit/Loss before tax (-) 173.45 177.93

Tax expenses/Adjustment

i) Current Tax 0.06 55.25

ii) Deferred Tax (-) 56.15 1.22 iii) Adjustment 0.16 1.73

Profit/Loss for the period (-) 117.20 119.73

PERFORMANCE REVIEW

We would like to inform you as per the disclosure requirements of Accounting Standard AS17 issued by the Institute of Chartered Accountants of India, company's activities can be classified under two segments namely "Yarn Segment" and "Garment Segment". Before reviewing overall performance of the company, we would like to brief you regarding the working performance of each Segment which is as under :-

YARN SEGMENT

We are pleased to inform you that during the year under review the company fully implemented expansion plans and thus increased its spindlage capacity to 432256 spindles and 1080 Rotors.

Yarn Segment though achieved a Revenue of 1583.11 crores as against 1273.20 crores showing an increase of 24.34 % over the previous year but it suffered a heavy loss of 86.25 crores as against profit (before Tax and Interest) of 222.05 crores in the previous year. The sudden crash of Raw cotton prices in the first quarter of the Financial year 2011-2012 coupled with decline in the prices of finished goods in the domestic and overseas markets severely affected the financial performance of the segment. Moreover untimely restrictions by the Government, in the last few months of the immediate preceding year affected the circle of demand and supply and thus resulted piling up of finished stocks at Mills level. Though this embargo on export was lifted after a short span of time but it had the turbulences in the Textile industry. The accumulated stock of finished goods at Mill's level, when entered into the markets caused a crash of cotton yarn prices by more than 30% within a span of month. In order to remain in the Global markets and to clear piling of finished goods inventory, company had to sell its products at prevailing cheap prices resulting heavy losses to the company.

However in the Current Financial Year things have started moving in the right direction and it is expected that the segment will improve its performance in the current year.

GARMENTSEGMENT

During the year, the segment went through a challenging phase due to volatility in the prices of raw material and economic slowdown in the US and European Union. But inspire of the above, the segment improved its performance and achieved a revenue of Rs.191.28 crores with a profit (before interest and tax) of Rs.16.95 crores.

We are pleased to inform you that the company has been awarded Golden Trophy by the Apparel Export Promotion Council for the highest export of Cotton Garments for the year 2009-2010. Sh. Anand Sharma, Hon'ble Union Minister of Commerce, Industry and Textile awarded the Golden Trophy on 14th November, 2011 at a function organized by AEPC at New Delhi.

OVERALL PERFORMANCE

From the above it is evident that the year by gone was the worst year for the spinning industry and your company's performance was also affected in the year under review. Though company's operating income increased to Rs.1691.42 crores from Rs.1388.75 crores showing an impressive increase of 17.89% over the previous year but it suffered a heavy loss of Rs.117.20 crores during the year under review. As the members are aware that cotton being a seasonable crop is purchased by the spinning mills for its full year requirements, during the cotton season but the cotton prices went up steeply during the season 2010-2011 due to export of huge quantity of cotton during the peak cotton season. Thus the Spinning Mills were forced to buy good quality cotton at abnormally higher prices during the season. However in April, 2011 the sudden crash of raw cotton prices coupled with decline in the prices of finished goods in the domestic as well as overseas markets severely affected the financial performance of the company. The mounting pressure of piling up of finished goods at Mills level pushed the companies to sell its yarn at cheaper prices which in turn affected company's financial performance. To add problems for the spinning industry, Reserve Bank of India also tightened the monitory policy resulting increase in the lending and borrowing rates. This measure of Reserve Bank of India resulted into a higher outgo of Rs.110.12 crores towards Finance Cost as against 48.62 crores in the previous year and thus affected company's financial performance during the year.

However in the current year, things have started moving in the right direction. It is expected that revival of economy in U.S. and European Union will propel the growth of the Textile industry. Your Management is putting whole heartedly all its efforts in cost reduction, quality management, better product mix etc. so as to improve the efficiencies which in turn will help the company in meeting the challenges ahead. Beside your Management also expect that the Government will also lend its helping hand through its policies initiatives so that the spinning industry could survive in this difficult period.

DIVIDEND

Due to the heavy loss of Rs. 117.20 crores suffered by the company, the Board of Director do not recommend any dividend for the year ended 31st March, 2012.

DIRECTORS

Pursuant to article 91 of the Articles of Association of the company Sh. Dinesh Gogna, Dr. O.P. Sahni, Prof. K.S. Maini and Dr.(Mrs.) H.K. Bal will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

The Credit Rating Information Services of India Ltd. (CRISIL) has re-confirmed the credit rating "A1". The said rating indicates very strong degree of safety regarding timely payment of financial obligation. Such instruments carry lowest credit risk.

GREENINITIATIVE

The Ministry of Corporate Affairs(MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA as in its environmental friendly initiative.

Accordingly, henceforth company propose to send documents such as notices 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:- [e-mail] or [e-mail]. We solicit your valuable co-operation and support in our endeavor to contribute our bit to the environment.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:

i. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai

The Company has paid listing fee to both the Stock Exchanges forthe financial year 2012-2013.

DEMATERIALISATION OF SECURITIES

As the members must be aware that company's securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in electronic form. As on date 94.61% of the share capital of the company has been dematerialized. The shareholders who have not gone in for dematerialization of shares till date, are requested to opt for dematerialization of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR- 15/2002 dated 27th December, 2002, 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, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited

(Unit: Nahar Spinning Mills Limited)

Alankit House

2E/21, Jhandewalan Extension

New Delhi-110 055

TelephoneNo. : [phone]

FaxNo. : [phone]

E-mail address : [e-mail]

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDITCOMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company constituted Audit Committee consisting of Sh. K.S. Maini as Chairman, Sh. Dinesh Gogna and Dr.

O.P. Sahni as members. The committee held four meeting during the year under review.

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 Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-III.

ENVIRONMENT FRIENDLY CORPORATEENTITY

As a responsible corporate entity, your company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on climate change (UNFCCC) Secretariat, Bonn, Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

i) that in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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 or loss of the company for that period;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

COST AUDITORS

The Company appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the year 2011-2012. The Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Report of the year ended 31st March, 2012 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

AUDITORS AND AUDITORS' REPORT

M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has obtained from auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits specified in the said section.

The Audit Committee has recommended their re- appointment.

The observations and comments given by Auditors in their Report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year the company has neither accepted nor intend to accept any Public deposit within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under. There are no outstanding/unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs.18,34,211/- (Rupees Eighteen lacs thirty four thousand two hundred eleven only) being the amount of unclaimed Dividend for the year 2003-2004 to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

None of the employee is in receipt of emoluments in excess of the limits prescribed under the Companies (Particulars of employees) Rules, 1975.

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

The detailed information as required under section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I and forms part of this report.

MANAGEMENT DISCUSSION ANDANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is enclosed as per Annexure III and forms part of this Report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

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, co-operation and confidence in the Management of the Company.

FOR ANDON BEHALF OF THE BOARD

PLACE: LUDHIANA JAWAHAR LALOSWAL

DATED: 28th July, 2012 (Chairman)

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the THIRTY FIRST ANNUAL REPORT on the affairs of the company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

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

(Rs. in Lac)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Profit for the year 24771.08 15046.62

before tax & Dep.

Less: Depreciation 6977.94 - 6986.11 -

Provision for Taxation 5525.00 - 1685.00 -

Provision for Deferred Tax 122.50 12625.44 1016.50 9687.61

Profit after tax - 12145.64 - 5359.01

Adjustment of Income Tax of - -172.94 - - 9.79 Earlier years

Amount available - 11972.70 - 5349.22 for appropriation Appropriation

Proposed Dividend - 721.31 - 540.98

Tax on Distributed profits - 117.01 - 89.85

Transfer to General - 12207.28 - 4569.12

Reserve Foreign Exchange contingent liability - - - -

Reserve - - - 149.27

Transfer from Foreign Exchange

Liability Reserves - -1072.90 - -

- 11972.70 - 5349.22

PERFORMANCE REVIEW

We would like to inform you that as per the disclosure requirements of Accounting Standard AS17 issued by the Institute of Chartered Accoun- tants of India, company's activities can be classified under two segments namely "Yarn Segment" and "Garment Segment". Before reviewing over- all performance of the company we would like to brief you regarding the working performance of each Segment which is as under:-

YARN SEGMENT

We are pleased to inform you that during the year under review, company has installed 37200 spindles and 360 rotors and thus company's spindlage capacity stand increased to 383296 spindles and 1080 rotors. The company's expansion plans of balance spindles is being implemented as per schedule and is likely to be completed by Dec., 2011. On its comple- tion, company's spindlage capacity will increase to 4.36 lacs spindles and 1080 Rotors.

Yarn Segment performed exceedingly well during the year under review. The recovery in the U.S., Europe and Asian economies coupled with higher export realization enabled the Segment to achieve a revenue of Rs.1275.28 crores showing an increase of 29.03% over the previous year. The financial performance too, improved significantly and it earned a profit before interest and tax of Rs.221.74 crores as against Rs. 95.88 Crores showing an impressive increase of 131.27% over the previous year.

The segment could have further improved its performance had the Gov- ernment not imposed a cap on the export of cotton yarn to 720 Millions Kg. on 30th Nov., 2010, for the financial year ending 31st March, 2011. Thus the Government put the Cotton Yarn export under 'licence category' and because of restrictions company could not export anything from 15th Jan., 2011 to mid March, with the result the stocks of finished goods got piled up in the Mills.

Though the Indian Government lifted the restrictions and put the Cotton Yarn under 'Free list' category w.e.f. 1st April, 2011 but the export orders needs to be registered with the Directorate General. This is hampering the free export of Cotton Yarn. Besides lowering of demand in the Interna- tional markets has further added to the problems of the spinning industry which in turn will affect the segment performance in the current year significantly.

GARMENT SEGMENT

During the year, the segment went through a tough phase due to unprec- edented price hike and volatility in the raw material prices. Inspite of the above, segment improved its performance and achieved a revenue of Rs.210.47 crores showing an impressive increase of 10.08% over previ- ous year. However the higher cotton prices, stiff competition in the global markets and ever increasing labour and power cost affected the realiza- tion and thus the company could earn only Rs.14.64 crores as against Rs. 22.43 Crores in the previous year.

The Union Budget 2011-2012 levied 10% Excise duty on all branded clothing which inturn may affect the performance of the garment industry in the coming periods.

OVERALL PERFORMANCE

To begin with, company's performance has been excellent in the first nine months as is evident from the excellent results achieved by the company during the said period. The company achieved an operating income of Rs.1043.74 crores with a net profit of Rs.105.40 crores. However the Government changed its view to monitor the workings of textile industry and for that reason, as has been witnessed in the past, this year too, certain measures were taken to have the balance in trade of the textile industry in India. Out of these measures, one particular measure i.e. imposition of cap on export, resulted a severe blow to the Industry having a long term ramifi- cations. Because of export restrictions, company could not export its prod- ucts from 15th Jan., 2011 to mid March, 2011 which severely affected its performance in the last quarter of the year under reference.

However looking at yearly performance, we would like to inform you that company put up a splendid performance during the year under review. The company achieved an operating income of Rs.1391.52 crores (net) showing an increase of 25.31% over the previous year. Likewise the exports at Rs.975.09 crores has also shown an impressive increase of Rs.33.36% over the previous year. On profitability front, company substantially improved its performance and earned a pre-tax profit of Rs.177.93 crores showing an impressive increase of 120.28%. After providing for Income tax and de- ferred tax, the company earned a net profit of Rs.119.72 crores showing an impressive increase of 123.82% over the previous year. After appropriation of profits as per detail hereinabove, an amount of Rs.122.07 crores has been transferred to General Reserve thereby increasing Company's Reserves to Rs.647.91 crores as on 31st March, 2011.

To keep you update, we would also like to share with you the prevailing textile scenario. Though the performance of the textile industry was excellent during the last year but things are not moving in the right direction in the current year. The consequential effects of negative threats of yester year are still continuing and its effects has already been witnessed in the financial results of the first quarter of the current year. The company suffered a heavy loss of Rs.133.57 crores because of the sudden crash in the prices of raw cotton from Rs.63,000/- per candy in September, 2010 to Rs.34,000/- per candy in June, 2011 because of pure speculative activity in cotton at the commodity markets. The cotton being a seasonable crop is purchased by the spinning mills for its requirement in the cotton season. The company pur- chased the cotton at the high prices during the season and is currently stuck with the high cost cotton. Besides sharp decline in the yarn prices coupled with lack of demand in US and European countries has put additional pressure on the inventory intensive industry. In case things do not move for better- ment the performance of the textile industry will be adversely affected in the coming periods.

Your Management is putting whole heartedly all its efforts in cost reduction, quality management, better product mix etc. so as to improve the efficien- cies which in turn will help the company in meeting the challenges ahead. Besides your Management also expect that the Government through its policies will take some urgent initiatives in the form of some relief packages so that the industry could survive in this challenging period.

DIVIDEND

Your Directors are pleased to recommend a dividend @40% (i.e. Rs.2.00 per equity share of Rs.5/- each) on paid up equity share capital for the year ended 31st March, 2011.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid out of the profits of the company for the year under reference to all those shareholders whose names shall appear in the Register of Members on 20th September, 2011 or Register of beneficial owners, maintained by the Depositories as at the close of 9th September, 2011.

DIRECTORS

Sh. Amarjeet Singh, Director who has been associated with the company since 2001 left for heavenly abode on 30.05.2011. The Board pray to the Almighty to give peace and solace to the departed soul.

Pursuant to article 91 of the Articles of Association of the company Dr. S.K. Singla, Sh. S.K. Sharma and Sh. J.L. Oswal will be retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Besides, D r. Amrik Singh Sohi and Dr. Yash Paul Sachdeva who were appointed as Additional Directors w.e.f. 10th Aug., 2011, will hold office upto the ensuing Annual General Meeting. The company has received notices U/ s 257 of the Companies Act, 1956 from a member proposing their candida- ture for the office of Director subject to your approval. The necessary resolutions are being proposed for your approval in the accompanying notice of the forthcoming Annual General Meeting.

Further the period of Sh. Dinesh Oswal as Managing Director shall be expiring on 31st Dec., 2011. The Board at the recommendation of the Remuneration Committee has approved (subject to your approval) the re- appointment of Sh. Dinesh Oswal as Managing Director for a further period of 5 years commencing from 1st January, 2012. The necessary resolution is being proposed for your approval in the accompanying Notice of the forthcoming Annual General Meeting.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accom- panying Notice of the forthcoming Annual General Meeting.

CREDIT RATING

The Credit Rating Information Services of India Ltd. (CRISIL) has re-con- firmed the credit rating "P1 " (Pronounced "P one plus") to the Company for short term loan upto Rs.23.50 Crores. This indicate that the degree of safety with regard to timely payment of interest and principal on the instrument is very strong.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compli- ances by the companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, company propose to send documents such as notices of the General Meetings, Annual Report and other communication to its share- holders via electronic mode to the registered e- mail addresses of share- holders. To support this green initiative of the Government in full mea- sure, 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:- [e-mail] or [e-mail]. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

OPEN OFFER FOR NAHAR POLY FILMS LIMITED

During the year, your company made an Open Offer under the provision of regulation 11(2A) of the Securities and Exchange Board of India (Sub- stantial Acquisition of Shares and Takeover) Regulation, 1997 and subse- quent amendments thereto for the acquisition of 2437251 fully paid up equity shares of Rs.5/- each of Nahar Poly Films Limited representing 9.91% of the total paid up equity share capital of Nahar Poly Films Limited. The company could get only 685094 equity shares representing 2.79% of the equity capital of Nahar Poly Films Limited under the said Offer. The required disclosure/compliances has already been made to the SEBI as well as Stock Exchanges, in this regard.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:

i. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai The Company has paid listing fee to both the Stock Exchanges for the financial year 2011-2012.

DEMATERIALISATION OF SECURITIES

As the members must be aware that company's securities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. Na- tional Securities Depository Limited (NSDL) and Central Depository Ser- vices (India) Limited (CDSL) to facilitate the holding and trading of secu- rities in electronic form. As on date 94.37% of the share capital of the company has been dematerialised. The shareholders who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR-15/2002 dated 27th December, 2002, 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, De- pository Participants and all other concerned are requested to send all communication in respect of Share Transfer, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited (Unit: Nahar Spinning Mills Limited) Alankit House 2E/21, Jhandewalan Extension New Delhi - 110 055 Telephone No. [phone] Fax No. [phone] E-mail address [e-mail]

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company constituted Audit Committee consisting of Sh. Amarjeet Singh as Chair- man, Sh. Dinesh Gogna and Dr. O.P. Sahni as members. Because of the sad demise of Sh. Amarjeet Singh on 30th May, 2011, Sh. K.S. Maini was appointed as Member as well as Chairman of Audit Committee on the same day itself. The committee held four meeting during the year under review.

REPORT ON THE CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Gov- ernance. The company has already constituted several committees of directors to assist the Board in good Corporate Governance. The Corpo- rate Governance Report alongwith the Auditors Certificate regarding com- pliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-III.

ENVIRONMENT FRIENDLY CORPORATE ENTITY

As a responsible corporate entity, your company is sensitive to environ- ment also and is contributing a bit to improve the ecological balance by introducing Organic Cotton yarns & Fair Trade Cotton Yarns certified by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Ex- ecutives Board and United Nations Framework Conventions on Climate Change (UNFCCC) Secretariat, Bonn, Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial state- ments for the year under review, conform in their entirety to the require- ments of the Companies Act, 1956.

The Directors confirm :

i) that in preparation of the Annual Accounts, the applicable accounting standards had been followed alongwith proper explanations relating to material departures;

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 or loss of the company for that period;

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

iv) that they had prepared the Annual Accounts on a going concern basis.

COST AUDITORS

The Company appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the year 2010-2011. The Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Report of the year ended 31st March, 2011 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

AUDITORS

M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The company has obtained from auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits specified in the said section.

The Audit Committee has recommended their re-appointment.

PUBLIC DEPOSITS

During the year the company has neither accepted nor intend to accept any Public deposit within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under. There are no outstanding/ unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205C of the Companies Act, 1956 the company has transferred an amount of Rs.16,40,854/- (Rupees Sixteen lacs forty thousand eight hundred fifty four only) being the amount of unclaimed Dividend for the year 2002-2003 to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

Information regarding employees in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Em- ployees) Rules 1975 is given in Annexure - I and forms part of this report.

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

The detailed information as required under section 217(1)(e) of the compa- nies Act, 1956 read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annexure-II and forms part of this report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

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, co-operation and confidence in the Management of the Company.

FOR AND ON BEHALF OF THE BOARD

JAWAHAR LAL OSWAL (Chairman)

PLACE : LUDHIANA

DATED: 10th Aug, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT on the affairs of the company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Your Companys Financial Performance during the year is summarised below:

(Rs. In lacs)

Particulars Current Year Previous Year

PROFIT FOR THE YEAR BEFORE 15046.62 5103.64

TAX & DEPRECIATION

Less: Depreciation 6986.11 7611.30

Provision for Taxation 1685.00 40.00

Provision for Deferred Tax 1016.50 9687.61 (826.00) 6825.30

Profit/Loss after tax 5359.01 -1721.66

Adjustment of Income Tax of - 9.79 58.59

Earlier years

Amount available for appropriation 5349.22 - 1663.07

Transfer from General Reserve - 2797.67

5349.22 1134.60

APPROPRIATION

Proposed Dividend 540.98 180.33

Tax on Distributed profits 89.85 30.65

Transfer to General Reserve 4569.12 -

Foreign Exchange contingent

liability

Reserve 149.27 923.62

5349.22 1134.60

PERFORMANCE REVIEW

We would like to inform you that as per the disclo- sure requirements of Accounting Standard AS17 is- sued by the Institute of Chartered Accountants of In- dia, companys activities can be classified under two segments namely "Yarn Segment" and "Garment Seg- ment". Before reviewing overall performance of the company we would like to brief you regarding the working performance of each Segment which is as under:-

YARN SEGMENT

During the year under review, Yarn Segment performed reasonably well. The recovery in the U.S., Europe and Asian economies enabled the Segment to achieve a revenue of Rs.988.35 crores showing an increase of 10.56% over the previous year. The export at Rs. 584.97 crores has also shown an impressive increase of 11.31% over previous year. The financial performance too, improved significantly and it earned a profit be- fore interest and tax of Rs.95.88 crores as against 5.5 crores, showing an impressive increase of 1627.57% over the previous year.

Having regard to the good prospects for the Yarn In- dustry, your Management has decided to expand its spindlage capacity by installing 90000 spindles at a capital outlay of Rs.350 crores (approx.). The said expansion is to be financed through Term Loan from the Banks under the TUFF Scheme and the Internal accruals of the company. The Civil construction work has already started and the orders for the machineries have also been placed. The said expansion is likely to be completed by July, 2011. On its completion, the companys spindlage capacity will stand increased to 4.36 lacs spindles.

GARMENT SEGMENT

We are pleased to inform you that Garment Segment too, improved its performance during the year under review. The recovery in the U.S. and European Econo- mies enabled the segment to achieve a revenue of Rs.191.20 crores showing an impressive increase of 18.92% over previous year. Likewise the exports at Rs.146.20 crores has also shown an impressive in- crease of 20.95%. The Company has been awarded Golden Trophy by the Apparel Export Promotion Coun- cil for achieving highest Export of Cotton Garments for the year 2007-2008. It also improved its financial performance and earned a profit before interest and tax of Rs.22.44 crores, showing an impressive increase of 173.87% over the previous year.

OVERALL PERFORMANCE

From the above, it is apparent that companys perfor- mance has been excellent on all parameters. The companys net operating income at Rs.1110.47 crores has shown an increase of 11% over the previous year. Likewise the exports at Rs.731.17 crores has also shown an impressive increase of Rs.11.69%. The companys continued excellent export performance has been recognised by the Ministry of Commerce and Industry by conferring the status of STAR TRADING HOUSE and Gold Trophy by The Cotton Textiles Export Promo- tion Council (TEXTROCIL) for Highest Exports of Cot- ton Yarn (Counts 50s and below) for the year 2008- 2009 respectively.

On profitability front too, the company substantially im- proved its performance and earned a pre-tax profit of Rs.80.61 crores as against a loss of 25.08 crores in the previous year. After providing for Income tax and deferred tax, the company earned a net profit of Rs.53.49 crores as against loss of 16.63 crores in the previous year. After appropriation of profits as per detail hereinabove, an amount of Rs.45.69 crores has been transferred to General Reserve thereby increasing Companys Reserves to Rs.536.57 crores as on 31st March, 2010.

DIVIDEND

Your Directors are pleased to recommend a dividend @30% (i.e. Rs.1.50 per equity share of Rs.5/- each) on paid up equity share capital for the year ended 31st March, 2010.

The dividend, if approved at the forthcoming Annual Gen- eral Meeting, will be paid out of the profits of the com- pany for the year under reference to all those sharehold- ers whose names shall appear in the Register of Mem- bers on 30th September, 2010 or Register of beneficial owners, maintained by the Depositories as at the close of 17th September, 2010.

DIRECTORS

Pursuant to article 91 of the Articles of Association of the company Dr. O.P. Sahni, Prof. K.S. Maini, Dr.(Mrs.) H.K. Bal and Sh. Kamal Oswal will be retiring by rota- tion at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors to be ap- pointed/re-appointed are contained in the accompany- ing Notice of the forthcoming Annual General Meeting.

CREDIT RATING

The Credit Rating Information Services of India Ltd. (CRISIL) has re-confirmed the credit rating "P1+" (Pro- nounced "P one plus") to the Company for short term loan upto Rs.23.50 Crores. This indicate that the de- gree of safety with regard to timely payment of interest and principal on the instrument is very strong.

LISTING OF SECURITIES

The securities of the company are presently listed on the following Stock Exchanges:

i. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

ii. The National Stock Exchange of India Ltd., Ex- change Plaza, 5th Floor, Plot No.C/1, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai

The Company has paid listing fee to both the Stock Exchanges for the financial year 2010-2011.

DEMATERIALISATION OF SECURITIES

As the members must be aware that companys se- curities are tradable compulsorily in electronic form w.e.f. 21st March, 2000. Your Company has already established connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) to facilitate the holding and trading of securities in elec- tronic form. As on date 94% of the share capital of the company has been dematerialised. The shareholders who have not gone in for dematerialisation of shares till date, are requested to opt for dematerialisation of the shares at the earliest.

Further as per SEBI circular no. D&CC/FITTC/CIR- 15/2002 dated 27th December, 2002, Company has appointed M/s Alankit Assignments Ltd. as Registrar for Share Transfer and Electronic Connectivity. Ac- cordingly all the shareholders, Investors, Members of the Stock Exchanges, Depository Participants and all other concerned are requested to send all commu- nication in respect of Share Transfer, Demat/Remat, Change of Address etc. to our Registrar at below mentioned address:

M/s Alankit Assignments Limited

(Unit: Nahar Spinning Mills Limited)

Alankit House

2E/21, Jhandewalan Extension

New Delhi - 110 055

Telephone No. : [phone]

Fax No. : [phone]

E-mail address : [e-mail]

In case any query/complaint remains unresolved with our Registrar please write to Company Secretary at the Registered Office of the Company.

AUDIT COMMITTEE

Pursuant to Section 292A(1) of the Companies Act, 1956, Company has already constituted Audit Com- mittee consisting of Sh. Amarjeet Singh as Chairman, Sh. Dinesh Gogna and Dr. O.P. Sahni as members. The committee held four meeting during the year un- der review.

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 alongwith the Auditors Certificate regarding compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is attached herewith as Annexure-III.

ENVIRONMENT FRIENDLY CORPORATE ENTITY

As a responsible corporate entity, your company is sensitive to environment also and is contributing a bit to improve the ecological balance by introducing Or- ganic Cotton yarns & Fair Trade Cotton Yarns certi- fied by Control Union Certificate of Netherlands & F.L.O. of Germany. The company is Registered with Clean Development Mechanism (CDM) Executives Board and United Nations Framework Conventions on climate change (UNFCCC) Secretariat, Bonn, Germany.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review, conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm :

i) that in preparation of the Annual Accounts, the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures;

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 or loss of the company for that period;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act, for safe- guarding the assets of the company and for pre- venting and detecting fraud and other irregularities;

iv) that they had prepared the Annual Accounts on a going concern basis.

COST AUDITORS

The Company appointed M/s Ramanath Iyer & Co., Cost Accountants, New Delhi as Cost Auditors for the year 2009-2010. The Government of India, Minis- try of Corporate Affairs, Cost Audit Branch, New Delhi have approved their appointment. The Cost Audit Re- port of the year ended 31st March, 2010 would be submitted to the Ministry of Corporate Affairs, Cost Audit Branch, in accordance with the requirements of Law.

AUDITORS

M/s Gupta Vigg & Co., the Auditors of your Company shall be retiring at the conclusion of the forthcoming Annual General Meeting and being eligible offer them- selves for re-appointment. The company has obtained from auditors, a certificate as required under Section 224(1-B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits specified in the said section.

The Audit Committee has recommended their re-ap- pointment.

PUBLIC DEPOSITS

During the year the company has neither accepted nor intend to accept any Public deposit within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under. There are no out- standing/unclaimed deposit from the public.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 205-C of the Companies Act, 1956 the company has transferred an amount of Rs.9,64,886.74 (Rupees Nine lacs sixty four thou- sand eight hundred eighty six and paise seventy four only) being the amount of unclaimed Dividend for the year 2001-2002 to the Investor Education and Protec- tion Fund.

PARTICULARS OF EMPLOYEES

Information regarding employees in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 is given in Annexure - I and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The detailed information as required under section 217(1)(e) of the companies Act, 1956 read with Com- panies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, is enclosed as per Annex- ure-II and forms part of this report.

INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year and the excellent results were achieved with the whole hearted co-operation of employees at all levels.

ACKNOWLEDGEMENT

The Board of Directors of the company wish to place on record their thanks and appreciation to all work- ers, staff members and executives for their contribu- tion to the operations of the company. The Directors are thankful to the Bankers, Financial Institutions for their continued support to the company. The Direc- tors also place on record their sincere thanks to the shareholders for their continued support, co-opera- tion and confidence in the Management of the Com- pany.



FOR AND ON BEHALF OF THE BOARD

PLACE : LUDHIANA JAWAHAR LAL OSWAL

DATED : 28th July, 2010 (Chairman)