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

Meeting Details

  • Date: Friday, September 25, 2026
  • Time: 10:00 A.M.
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Type: Annual General Meeting
  • Cut-off date: September 18, 2026 (for determining voting eligibility)
  • Venue deemed to be: Registered Office at 373, Industrial Area-A, Ludhiana - 141003 (India)

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt the Standalone Financial Statements for the financial year ended March 31, 2026, along with Reports of Board of Directors and Auditors.

2. Declaration of Dividend: To declare a dividend of ₹1.00 per equity share of ₹5 each for FY 2025-26.

3. Re-appointment of Mr. Jawahar Lal Oswal (DIN: 00463866) as Non-Executive Director liable to retire by rotation.

4. Re-appointment of Mr. Satish Kumar Sharma (DIN: 00402712) as Non-Executive Director liable to retire by rotation.

Special Business:

5. Ratification of Remuneration of Cost Auditors: Approval for remuneration of ₹2.20 Lakhs plus applicable taxes to M/s. Ramanath Iyer & Co. for conducting cost audit for FY 2026-27.

6. Continuation of Mr. Satish Kumar Sharma as Non-Executive Director after attaining age of 75 years on September 4, 2027.

7. Re-appointment of Mr. Dinesh Oswal (DIN: 00607290) as Managing Director for 5 years from January 1, 2027 to December 31, 2031 with specified remuneration package including:

  • Salary scale: ₹95,00,000-₹5,00,000-₹1,15,00,000 per month
  • Commission: 2% of Net Profit
  • Perquisites including HRA @50% of salary, medical reimbursement, LTC, club fees, etc.

8. Increase in fee payable to Mr. Jawahar Lal Oswal from 0.50% to 0.60% of Export Sales effective April 1, 2026 until September 30, 2027.

9. Re-appointment of Dr. Yash Paul Sachdeva (DIN: 02012337) as Independent Director for second term from August 24, 2027 to August 23, 2032.

10. Re-appointment of Dr. Anchal Kumar Jain (DIN: 09546925) as Independent Director for second term from August 24, 2027 to August 23, 2032.

11. Alteration in Main Object Clause of Memorandum of Association to include solar energy business activities:

  • Generating, trading, and supplying solar energy
  • Development, operation and maintenance of solar power plants
  • Consultancy and research in solar energy field

Voting Process and Methods

  • Remote e-voting period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • E-voting during AGM: Available only to shareholders attending through VC/OAVM who haven't voted remotely
  • Voting service provider: Central Depository Services (India) Limited (CDSL)
  • Methods:
  • Individual demat shareholders: Through CDSL/NSDL depository systems using demat account credentials
  • Physical shareholders and non-individual shareholders: Through CDSL e-voting system at www.evotingindia.com using folio number and PAN
  • Scrutinizer: Mr. P.S. Bathla, Practicing Company Secretary (Membership No. FCS 4391)

Key Voting Information

  • Register of Members closure: September 5-9, 2026 (both days inclusive) for dividend purpose
  • Dividend record date: September 4, 2026
  • Results declaration: Scrutinizer's report to be submitted within 2 working days of AGM conclusion
  • Results publication: To be placed on company website (www.owmnahar.com) and CDSL website (www.evotingindia.com), and communicated to stock exchanges

Compliance with Applicable Laws and Regulations

The meeting is convened in compliance with:

  • Section 96 of the Companies Act, 2013
  • MCA Circular No. 20/2020 dated May 5, 2020 and subsequent circulars including General Circular No. 03/2025 dated September 22, 2025
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies (Management and Administration) Rules, 2014
  • Secretarial Standards on General Meetings issued by ICSI

Additional Financial and Procedural Information

  • Financial Performance (FY 2025-26):
  • Gross Revenue: ₹3,23,311.25 lakhs
  • Profit before Tax: ₹2,603.93 lakhs
  • Net Profit: ₹2,181.93 lakhs
  • Dividend payment: Will be made only through electronic mode as per SEBI Master Circular dated February 6, 2026
  • Share transfer: Physical shareholders encouraged to dematerialize shares
  • IEPF: Unclaimed dividend up to FY 2017-18 already transferred to IEPF; FY 2018-19 dividend to be transferred in November 2026
  • KYC compliance: Mandatory for all physical shareholders to update PAN, contact details, bank details, and specimen signatures
  • Special window for share transfer: February 5, 2026 to February 4, 2027 for transfer requests of physical securities sold/purchased prior to April 1, 2019