Shareholders meeting

E[N:@iLi@i? SPINNING MILLS LTD. Regd.Office&CorporatoOfflee:373,IndustrialAreaA,LUDHIANA-141003(INDIA) Phones : +91-161-2600701 to 705. 2606977 to 980 Fax : +91-161-2222942, 2601956 Email : eeonsm@owmnahar.com \^feb site : `hMMi.owmnahar.com ciN NO.: Li7ii5pBi98OpLc00434i GST NO. : ceAAACN57ioDiz6 AUGUST 25, 2026 NSML/SD/2026-27/ ... TheBSELimited TheNationalStockExchangeoflndlaLimitedExchangePlaza,5thFloor,PlotNo.C/1,G-Block Z5th Floor, P.I. Tower, Dalal Street, Mumbai Bandra-Kurla Complex, Bandra (E) MUMBAl -400 001 IVIUMBAl - 400 051SYMBOL:NAHARSPING SCRIP CODE: 500296 Dear sir/Madam, PursuanttotherequirementsofSEBl(ListingObligationsandDisclosureRequirements)Regulations, 2015, please find enclosed herewith Notice of 46th Annual General Meeting of the Company scheduledtobeheldonFi.iday,the25rdayOfSeptember,Z026at10:00A.Ivl.throughVideo Conferencing/OtherAudioVisualMeans(OAVIvl|incompliancewithSection96oftheCompanies Act, 2013 read with MCA Circulars. ThesanehasalsobeenuploadedontheCompany'swebsitei.e.www.owmnahar.com. ThisisfortheinformationofthegeneralpublicaswenasmembersoftheExchange. Thanking you, Yours faithfully, MILLS LIMITED For NAHAR SPINNING (BRIJ SHARMA) COM PANT sECRE"pr M. No.F2458 Encl. As above Guriigrm Offlc® : Flat No. 22-a, Sector-18, Gurugram -120 015 Pli. : +91-124-2430532, 2430533 Fax : +91-124-2430536 Email : delhi@ovmar`ar.com Annual Report NAHAR SPINNING MILLS LIMITED 2025-2026 NOTICE “RESOLVED FURTHER THAT the Board of Directors of NOTICE IS HEREBY GIVEN THAT THE 46th ANNUAL the Company be and are hereby authorised to do all such GENERAL MEETING (AGM) of the members of NAHAR acts, deeds and things and take all such steps as may be SPINNING MILLS LIMITED ('the Company') will be necessary, proper or expedient to give effect to this held on Friday, the 25th day of September, 2026 at resolution.” 10.00 A.M through Video Conferencing (VC) / Other ITEM NO. 6 - TO APPROVE CONTINUATION OF Audio Visual Means (OAVM), in accordance with the HOLDING OF OFFICE AS NON-EXECUTIVE relevant circulars issued by the Ministry of Corporate DIRECTOR BY MR. SATISH KUMAR SHARMA (DIN: Affairs and Securities & Exchange Board of India in this 00402712), UPON ATTAINING THE AGE OF 75 YEARS regard, to transact the following businesses: To consider and if thought fit, to pass with or without ORDINARY BUSINESS: modification(s), the following resolution as a Special ITEM NO.1-ADOPTION OF FINANCIAL STATEMENTS Resolution: To consider and adopt the Standalone Financial “RESOLVED THAT pursuant to the provisions of Statements of the Company for the financial year ended Regulation 17(1A) of SEBI (Listing Obligations and 31st March, 2026 and the Reports of the Board of Disclosure Requirements) Regulations, 2015 read with Directors and Auditors thereon. the provisions of Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re- ITEM NO. 2 - DECLARATION OF DIVIDEND enactment thereof for the time being in force)based on To declare a Dividend of Rs. 1.00/- per Equity Share of the recommendation and approval of Nomination and Rs. 5/- each on Equity Share Capital for the financial year Remuneration Committee and Board of Directors of the ended 31st March, 2026. company, consent and approval of the Members be and ITEM NO. 3 - APPOINTMENT OF MR. JAWAHAR LAL is hereby accorded for continuation of holding of office as OSWAL (DIN: 00463866) AS A NON EXECUTIVE Non-Executive Director of the Company by Mr. Satish DIRECTOR LIABLE TO RETIRE BY ROTATION Kumar Sharma (DIN: 00402712) upon attaining the age To appoint a Director in place of Mr. Jawahar Lal Oswal of 75 years on September 4, 2027.” (DIN: 00463866) in terms of Section 152(6) of the “RESOLVED FURTHER THAT the Board of Directors of Companies Act, 2013, who retires by rotation and being the Company be and are hereby authorized to do all acts eligible, offers himself for re-appointment. and take all such steps as may be necessary, proper or ITEM NO. 4 - APPOINTMENT OF MR. SATISH KUMAR expedient to give effect to this resolution.” SHARMA (DIN: 00402712) AS A NON-EXECUTIVE ITEM NO. 7 - TO RE-APPOINT MR. DINESH OSWAL DIRECTOR LIABLE TO RETIRE BY ROTATION (DIN: 00607290), AS MANAGING DIRECTOR OF THE To appoint a director in place of Mr. Satish Kumar Sharma COMPANY (DIN: 00402712) in terms of Section 152(6) of the To consider and if thought fit, to pass with or without Companies Act, 2013, who retires by rotation and being modification, the following resolution as a Special eligible, offers himself for re-appointment. Resolution: SPECIAL BUSINESS: "RESOLVED THAT pursuant to the provisions of Section ITEM NO.5 - RATIFICATION OF REMUNERATION OF 196, 197 and 203 read with Schedule V and rules framed COST AUDITORS OF THE COMPANY thereunder and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the To consider and if thought fit, to pass with or without Companies (Appointment and Remuneration of modification, the following resolution as an Ordinary Managerial Personnel) Rules 2014, SEBI (Listing Resolution: Obligations and Disclosure Requirements) Regulations, “RESOLVED THAT pursuant to the provisions of Section 2015 (including any statutory modification(s) or re- 148(3) and all other applicable provisions, if any, of the enactment(s) thereof, for the time being in force) & Companies Act, 2013 read with the Companies (Audit Articles of Association and based on the and Auditors) Rules, 2014 (including any statutory recommendation of Nomination and Remuneration modification(s) or re-enactment(s) thereof, for the time committee and approval of the Board of Directors, being in force), the Cost Auditors M/s. Ramanath Iyer & consent and approval of the Members be and is hereby Co. (Firm Registration No. 000019), New Delhi accorded for the re-appointment of Mr. Dinesh Oswal appointed by the Board of Directors of the Company, to (DIN : 00607290) as Managing Director of the Company, conduct the audit of the Cost Records of the Company for for a period of five years w.e.f. 1st January, 2027 to 31st the financial year 2026-27 at a remuneration of Rs. 2.20 December, 2031 on the terms and conditions including Lakhs (Rupees Two Lakhs Twenty Thousand Only) plus the payment of remuneration and perquisites as set out applicable taxes and reimbursement of out of pocket below: (I) Salary (Scale) : Rs.95,00,000-5,00,000- expenses incurred, be and is hereby ratified.” Annual Report NAHAR SPINNING MILLS LIMITED 2025-2026 1,15,00,000/- per month. (II) Commission: 2% of the Net conditions of appointment and /or remuneration of Mr. Profit. (III) Perquisites: Following perquisites shall be Dinesh Oswal, as the Board of Directors may deem allowed in addition to salary and commission. “ appropriate during his tenure as Managing Director of the I) Housing Company, provided such revision in remuneration does not exceed limits approved by the members under Mr. Dinesh Oswal shall be entitled to House Rent Section 197, read with Schedule V of the Companies Act, Allowance @50% of the salary. 2013 (including any statutory modification(s) or EXPLANATION reenactment(s) thereof, for the time being in force).” i) The expenditure incurred by the Company on gas, "RESOLVED FURTHER THAT wherein any financial electricity, water and furnishings shall be valued as year, the Company has no profits or its profits are per Income Tax Rules, 2026. This shall however be inadequate, the Company may pay remuneration by way subject to a ceiling of 10% of the salary of Mr. Dinesh of salary, commission and perquisites as above to Mr. Oswal. Dinesh Oswal, as Minimum Remuneration for a period ii) Medical Reimbursement: Reimbursement of not exceeding 3 (three) years or such other period as expenses incurred including Insurance premium may be permitted subject to the requisite approvals, if paid for the medical policy for self and family subject any.” to a ceiling of one month's salary in a year or Five "RESOLVED [Showing first 8,000 characters — download PDF for full document]