Meeting Details

  • Date and Time: Friday, September 25, 2026 at 10:00 A.M.
  • Location: Conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Type of Meeting: 46th Annual General Meeting
  • Venue Deemed: Registered Office of the Company at 373, Industrial Area-A, Ludhiana -141003 (India)
  • The meeting is convened in compliance with Section 96 of the Companies Act, 2013 and MCA Circulars, including General Circular No. 03/2025 dated September 22, 2025.

Proposed Resolutions and Implications

Ordinary Business

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

2. Item No. 2: Declaration of Dividend of Rs. 1.00 per Equity Share of Rs. 5 each for FY2025-26.

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

4. Item No. 4: Appointment of Mr. Satish Kumar Sharma (DIN: 00402712) as Non-Executive Director liable to retire by rotation.

Special Business

5. Item No. 5: Ratification of remuneration of Rs. 2.20 Lakhs plus applicable taxes to Cost Auditors M/s. Ramanath Iyer & Co. (Firm Registration No. 000019) for FY2026-27.

6. Item No. 6: Special Resolution for continuation of Mr. Satish Kumar Sharma as Non-Executive Director upon attaining age 75 on September 4, 2027.

7. Item No. 7: Special Resolution for 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. 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, LTA, club fees, insurance, PF, gratuity, leave encashment, car and telephone

8. Item No. 8: Special Resolution to increase fee payable to Mr. Jawahar Lal Oswal from 0.50% to 0.60% of Export Sales w.e.f. April 1, 2026 until September 30, 2027.

9. Item No. 9: Special Resolution for re-appointment of Dr. Yash Paul Sachdeva (DIN: 02012337) as Independent Director for second term from August 24, 2027 to August 23, 2032.

10. Item No. 10: Special Resolution for re-appointment of Dr. Anchal Kumar Jain (DIN: 09546925) as Independent Director for second term from August 24, 2027 to August 23, 2032.

11. Item No. 11: Special Resolution for alteration of Main Object Clause of Memorandum of Association to include solar energy business activities (generation, trading, development of solar power plants, consultancy services).

Voting Process and Methods

  • Remote e-Voting Period: September 22, 2026 (9:00 A.M.) to September 24, 2026 (5:00 P.M.)
  • Cut-off Date: September 18, 2026 (record date for determining voting rights)
  • Voting Methods:
  • Remote e-voting facilitated by Central Depository Services (India) Limited (CDSL)
  • E-voting during AGM for shareholders attending through VC/OAVM who haven't voted remotely
  • Voting Platform: www.evotingindia.com (CDSL platform)
  • Individual Demat Shareholders: Can vote through depository participants (CDSL/NSDL) using single login credentials
  • Physical Shareholders & Non-Individual Shareholders: Must vote through CDSL e-voting system using folio number and PAN

Key Voting Information

  • Register of Members Closure: September 5-9, 2026 (both days inclusive) for equity dividend purpose
  • Dividend Eligibility: Members appearing in Register of Members as on September 4, 2026 or Register of Beneficial Owners maintained by depositories
  • Scrutinizer Appointment: Mr. P.S. Bathla, Practicing Company Secretary (Membership No. FCS 4391) appointed to scrutinize e-voting process
  • Results Declaration: Scrutinizer's report to be submitted within two working days of AGM conclusion; results to be placed on company website (www.owmnahar.com) and CDSL website (www.evotingindia.com), and communicated to stock exchanges

Participation Breakdown and Shareholder Categories

The notice indicates that facility for participation through VC/OAVM will be available to at least 1000 members on first-come-first-served basis, excluding:

  • Large shareholders (holding 2% or more)
  • Promoters
  • Institutional investors
  • Directors
  • Key Managerial Personnel
  • Committee chairpersons
  • Auditors

Scrutinizer's Role and Findings

The Scrutinizer, Mr. P.S. Bathla, is responsible for:

  • Ensuring fair and transparent e-voting process (both remote and during AGM)
  • Submitting report to Chairman within two working days of AGM conclusion
  • Verifying votes cast and validating authentication documents (Board Resolutions/Power of Attorney for non-individual shareholders)

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 (Sections 96, 102, 108, 113, 124, 148, 152, 189, 197)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 17, 36, 40, 44)
  • Companies (Audit and Auditors) Rules, 2014
  • Companies (Management and Administration) Rules, 2014
  • MCA Circulars (General Circular No. 20/2020 and General Circular No. 03/2025)
  • SEBI Master Circulars regarding electronic dividend payments and dematerialization

Additional Financial and Procedural Information

  • Financial Performance (FY2025-26):
  • Gross Revenue: Rs. 3,23,311.25 lakhs
  • Profit before Tax: Rs. 2,603.93 lakhs
  • Net Profit: Rs. 2,181.93 lakhs
  • Dividend Payment: Will be paid only through electronic mode as per SEBI Master Circular, requiring updated PAN, bank details, and contact information
  • IEPF Awareness: Company participated in '100 Days Campaign - Saksham Niveshak' for shareholder engagement and facilitated claims of unclaimed dividends and shares
  • Physical Share Dematerialization: Strong encouragement for shareholders to dematerialize physical shares with assistance from RTA Alankit Assignments Limited
  • Special Window for Transfer Requests: SEBI circular provides special window until February 4, 2027 for lodging/re-lodging transfer requests for physical securities sold/purchased prior to April 1, 2019
  • Document Availability: Register of Directors, Register of contracts, and other documents referred to in notice available for electronic inspection by members