Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Nahar Capital and Financial Services Ltd.

Meeting Details

  • Date: Friday, September 25, 2026
  • Time: 12:30 pm
  • Location: Conducted through Video Conferencing/Other Audio Visual Means (OAVM)
  • Type of Meeting: Annual General Meeting
  • Legal Basis: Conducted in compliance with Section 96 of the Companies Act, 2013 read with MCA Circulars (General Circular No. 20/2020 dated May 5, 2020 and subsequent circulars, latest being General Circular No. 03/2025 dated September 22, 2025).

Summary of Proposed Resolutions and Implications

Ordinary Business:

1. Item No. 1: Adoption of Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, along with Reports of the Board of Directors and Auditors.

2. Item No. 2: Declaration of Dividend of Rs. 1.50 per Equity Share of Rs. 5 each for FY2025-26.

3. Item No. 3: Appointment of Mr. Jawahar Lal Oswal (DIN: 00463866) as a Non-Executive Director liable to retire by rotation.

4. Item No. 4: Appointment of Mr. Kamal Oswal (DIN: 00493213) as a Non-Executive Director liable to retire by rotation.

Special Business:

5. Item No. 5: Re-appointment of Mr. Dinesh Oswal (DIN: 00607290) as Managing Director for five years from January 1, 2027 to December 31, 2031, with specific remuneration terms:

  • Salary scale: Rs. 45,00,000 - Rs. 57,00,000 per month
  • Commission: 2% of Net Profit
  • Perquisites including medical reimbursement, LTA, club fees, insurance, PF, gratuity, leave encashment, car and telephone
  • Requires special resolution due to exceeding SEBI limits under Regulation 17(6)(e) and materiality threshold under Regulation 23(1)

6. Item No. 6: Continuation of directorship of Mr. Satish Kumar Sharma (DIN: 00402712) as Non-Executive Director upon attaining age 75 years on September 4, 2027 (Special Resolution).

7. Item No. 7: Re-appointment of Dr. Yash Paul Sachdeva (DIN: 02012337) as Independent Director for second term of five years from August 24, 2027 to August 23, 2032 (Special Resolution).

8. Item No. 8: Re-appointment of Dr. Rajan Dhir (DIN: 09632451) as Independent Director for second term of five years from August 24, 2027 to August 23, 2032 (Special Resolution).

Voting Process and Methods

  • Remote e-Voting Period: September 22, 2026 (9:00 am) to September 24, 2026 (5:00 pm)
  • Cut-off Date: September 18, 2026
  • E-Voting Agency: Central Depository Services (India) Limited (CDSL)
  • Methods Available:
  • Demat holders: Through CDSL/NSDL e-Voting system using demat account credentials
  • Physical shareholders: Through www.evotingindia.com using folio number and PAN
  • Non-individual shareholders: Through corporate registration module on www.evotingindia.com
  • Meeting Day Voting: e-voting facility available during AGM for shareholders attending through VC/OAVM who haven't voted remotely
  • Proxy Voting: Not applicable as meeting is virtual

Key Voting Outcomes

  • The results along with Scrutinizer's Report will be placed on company website (www.owmnahar.com) and CDSL website (www.evotingindia.com)
  • Results will be simultaneously communicated to Stock Exchanges
  • Resolutions deemed passed on September 25, 2026 subject to receipt of requisite votes

Scrutinizer's Role

  • Mr. P.S. Bathla, Practicing Company Secretary (Membership No. FCS 4391) appointed as Scrutinizer
  • Will scrutinize both remote e-voting and e-voting during AGM in fair and transparent manner
  • Will submit report to Chairman within two working days of conclusion of AGM

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and relevant rules
  • MCA Circulars permitting virtual meetings
  • Secretarial Standards on General Meetings issued by ICSI
  • RBI (Non-Banking Financial Companies - Governance) Directions, 2025

Additional Financial Information

  • Financial Performance (Rs. in Lakhs):
  • FY 2025-26: Gross Revenue 5182.59, PBT 3701.58, Net Profit 2876.72
  • FY 2024-25: Gross Revenue 4936.09, PBT 3821.33, Net Profit 3040.00
  • Dividend Record Date: September 4, 2026
  • Register of Members closure: September 5-9, 2026 (both days inclusive)
  • Unclaimed dividend for 2018-19 to be transferred to IEPF in November 2026

Director Remuneration History (Rs. in Lakhs)

  • Mr. Dinesh Oswal: FY 2025-26 - Salary 477.00 + Commission 85.44 = Total 562.44; FY 2024-25 - Salary 441.00 + Commission 87.12 = Total 528.12
  • Sitting Fees for Non-Executive Directors: Rs. 30,000-40,000 per meeting

Shareholder Information

  • Documents available for electronic inspection from notice date until AGM date
  • Register of Directors' shareholding and interested contracts available electronically
  • Shareholders can send queries to secncfs@owmnahar.com
  • KYC updating mandatory for physical shareholders through forms ISR-1, ISR-2, SH-13/ISR-3/SH-14
  • Dividend payment only through electronic mode as per SEBI Master Circular