Nahar Capital and Financial Services Ltd

Nahar Capital and Financial Services Ltd — Trading Window closed from 1 October 2026 till 48 hours after the announcement of un-audited financial results of the Company for the quarter ended 30th September, 2026

AGM details

• AGM held on 25-09-2026 at 12:30 PM via VC/OAVM; concluded 1:20 PM.
• Record date: 18-09-2026.

Key resolutions

• Resolution 1 (Ordinary): Adoption of standalone and consolidated financial statements.
• Resolution 2 (Ordinary): Declaration of dividend on equity shares—Rs 1.50 per share.
• Resolution 3 (Ordinary): Re-appointment of Jawahar Lal Oswal as non-exec director (retire by rotation).
• Resolution 4 (Ordinary): Re-appointment of Kamal Oswal as non-exec director (retire by rotation).
• Resolution 5 (Special): Re-appointment of Dinesh Oswal as managing director for five years.
• Resolution 6 (Special): Continuation of Satish Kumar Sharma as director upon attaining age 75.
• Resolution 7 (Special): Re-appointment of Dr. Yash Paul Sachdeva as independent director (second term).
• Resolution 8 (Special): Re-appointment of Dr. Rajan Dhir as independent director (second term).

Dividend details

• Dividend of Rs 1.50 per equity share approved.

Director changes

• Jawahar Lal Oswal reappointed as non-exec director.
• Kamal Oswal reappointed as non-exec director.
• Dinesh Oswal reappointed as managing director.
• Satish Kumar Sharma continued as director upon reaching age 75.
• Dr. Yash Paul Sachdeva reappointed as independent director (second term).
• Dr. Rajan Dhir reappointed as independent director (second term).

Voting & notes

• All resolutions passed with requisite majority.
• Notes: votes by interested promoters/excluded from totals for related resolutions.

AGM Details

• AGM held on 25 September 2026 at 12:30 PM via VC/OAVM.
• Voting rights cut-off date: 18 September 2026.
• Remote e-voting window: 22–24 September 2026.
• Scrutinizer appointed for e-voting process.
• Quorum present; meeting concluded at 1:20 PM.

Resolutions and outcomes

• Adopt standalone financial statements and reports (Ordinary) – passed.
• Adopt consolidated financial statements and auditors' report – passed.
• Dividend of Rs 1.50 per equity share approved.
• Re-appoint Jawahar Lal Oswal as Non-Executive Director – passed.
• Re-appoint Kamal Oswal as Non-Executive Director – passed.
• Re-appoint Dinesh Oswal as MD for 2027–2031 – passed.
• Continue Satish Kumar Sharma as Non-Executive Director after age 75 – passed.
• Re-appoint Yash Paul Sachdeva as Independent Director for 2027–2032 – passed.
• Re-appoint Rajan Dhir as Independent Director for 2027–2032 – passed.

Directors / Appointments

• Jawahar Lal Oswal: Non-Executive Director; retiring by rotation; re-appointment proposed.
• Kamal Oswal: Non-Executive Director; retiring by rotation; re-appointment proposed.
• Dinesh Oswal: Re-appointed as Managing Director for 2027–2031.
• Satish Kumar Sharma: Continuation as Non-Executive Director after attaining age 75.
• Yash Paul Sachdeva: Independent Director, second term 2027–2032.
• Rajan Dhir: Independent Director, second term 2027–2032.

Auditors

• Statutory Auditor: Gupta Vigg & Co.
• Secretarial Auditor: P.S. Bathla & Associates.

Directorate re-appointments

• Dinesh Oswal re-appointed MD 01 Jan 2027 to 31 Dec 2031; 61-year-old with textiles background.
• Dr Yash Paul Sachdeva re-appointed Independent Director for term 24 Aug 2027 to 23 Aug 2032; 64-year-old MBA/PhD.
• Dr Rajan Dhir re-appointed Independent Director for term 24 Aug 2027 to 23 Aug 2032; MSc and MBA.

Dematerialization update

• Dematerialized 2,135 equity shares in August 2026.
• Share certificates cancelled and replaced by depository as registered owner.
• Total holding across NSDL and CDSL: 16,643,883 equity shares as of date.

AGM notice and AR access

• AGM scheduled for 25 Sep 2026 at 12:30 PM via VC/OAVM.
• Annual Report FY2025-26 available online; web-link provided.
• Email registration cut-off for notice/AR is Aug 21, 2026.
• Web-link will be sent to shareholders with unregistered email addresses.
• Web-link URL: https://owmnahar.com/nahar_cf/pdf/NCFSAR2026.pdf.
• Exact AR access path: Investors > Financial & Reports > Annual Report.
• Shareholders should update email addresses with DP/RTA/Company.
• Queries: secncfs@owmnahar.com or rta@alankit.com.

Financial highlights

• Standalone total income 5182.59 Lakhs; net profit 2876.72 Lakhs.
• Consolidated total income 4894.12 Lakhs; net profit 6314.14 Lakhs.
• Standalone EPS 17.18; Consolidated EPS 37.71.

Segment performance

• Investment/Financial Activities revenue 4828.13 Lakhs; Real Estate 354.46 Lakhs.
• Investment/Financial PBT 4252.03 Lakhs; Real Estate PBT 143.55 Lakhs.

Dividends & capital returns

• Dividend proposed at Rs 1.50 per share; total ₹251.19 Lakhs.
• Dividend policy available on company website.

Capital structure & liquidity

• Net worth ₹91,193.14 Lakhs; Tier I CRAR 92.68%.
• Undrawn facilities ₹1,377.98 Lakhs; net debt to equity 0.0009.
• Total assets ₹178,199.42 Lakhs.

Governance & risk

• Board comprises 10 Directors; MD is Dinesh Oswal; 5 Independent Directors.
• NBFC-ML classification; Risk governance framework in place.

Related party transactions

• MD remuneration ₹477.00 Lakhs; commission ₹85.44 Lakhs.
• Group balances: Nahar Spinning Mills loan/interest; MD remuneration payable ₹110.94 Lakhs.

CSR & sustainability

• CSR spend ₹61.80 Lakhs; via Oswal Foundation.
• Health Care Project undertaken.

Associates & investments

• Associates: Nahar Spinning Mills Ltd (47.0441%), Nahar Poly Films Ltd (49.16%).
• Equity method; share of profits 4,529.91 and 2,305.47 respectively.

Overview

• Standalone BRSR for FY 2025-26.
• Main activities: financial/investment with long-term, strategic investments, trading, lending, and real estate.
• Turnover: 93.16% financial services; 6.84% real estate.
• Paid-up capital: Rs 837.31 Lakhs.

Key ESG Risks & Opportunities

• Explicit ESG risks are not disclosed; investment focus limits environmental exposure.
• CSR-driven education, healthcare, and rural development present social opportunities.
• Governance mitigates risk via Board oversight and key committees.
• Policies include anti-bribery, whistleblower, and fair disclosure.

Governance & Policy Highlights

• Board oversight with Audit, Nomination & Remuneration, Stakeholders’ Relationship, CSR, and Risk committees.
• Anti-bribery, Code of Conduct, Vigil/Whistleblower, and Fair Disclosure policies in place.
• Whistleblower channel: gredressalncfsl@owmnahar.com; no material penalties reported.
• Annual policy approvals by Board; policies available online.

Social Responsibility & Workforce

• Total employees: 20; 18 permanent (17 male, 1 female), 2 others (1 male, 1 female).
• Board female representation: 1 of 10; KMP female: 1 of 2.
• Permanent turnover FY2026 about 5%; FY2025 about 5.55%.
• Well-being spend: 0.26% of total revenue in FY2026 and FY2025.
• Retirement benefits cover 90% of employees; PF, Gratuity, ESI, Ex-gratia included.
• Whistleblower mechanism; equal opportunity policy; accessible to differently abled.

Environmental Performance

• No significant energy/water/emissions data disclosed; environmental exposure limited by NBFC nature.
• Water usage restricted to office; prudent consumption emphasized.
• Waste generation not reported; paper-reduction initiative in place (double-sided printing).
• Not applicable for PAT scheme and related certifications.

Stakeholder Engagement & Complaints

• Stakeholders: Shareholders/Investors, Government/Regulators, Employees.
• Engagement channels: email, website, meetings, newspapers; aligned to legal requirements.
• Grievance channel: gredressalncfsl@owmnahar.com; no sexual harassment complaints this year.
• Shareholders filed 1 complaint in FY2026; NIL in FY2025.
• POSH complaints NIL in FY2026 and FY2025.

Other Notable Metrics

• CSR turnover: Rs 51.83 Crores; net worth: Rs 911.93 Crores.
• Associate companies: Nahar Spinning Mills 47.04%; Nahar Poly Films 49.16%.
• Related party transactions: loans & advances 100% in FY2026; 77.27% in FY2025.
• Investments-related RPT: 41.36% in FY2026; 42.61% in FY2025.
• CSR program governance: CSR Committee monitors activities via Oswal Foundation.

AGM Details

• AGM date/time: 25 September 2026 at 12:30 PM via VC/OAVM.
• Mode: Video Conferencing/Other Audio Visual Means.
• Dividend record closure: Sept 5–9, 2026.
• Dividend entitlement record date: Sept 18, 2026.

Ordinary Resolutions

• Item 1: Adoption of standalone and consolidated financial statements and reports.
• Item 2: Declaration of dividend of Rs. 1.50 per equity share.
• Item 3: Reappointment of Jawahar Lal Oswal as Non-Executive Director liable to retire by rotation.
• Item 4: Reappointment of Kamal Oswal as Non-Executive Director liable to retire by rotation.

Special Business

• Item 5: Reappoint Dinesh Oswal as MD for 2027–2031 with remuneration.
• Item 6: Continuation of Satish Kumar Sharma as Non-Executive Director after age 75.
• Item 7: Re-appoint Dr. Yash Paul Sachdeva as Independent Director for second term (2027–2032).
• Item 8: Re-appoint Dr. Rajan Dhir as Independent Director for second term (2027–2032).

Director Appointments & Notes

• Remuneration for MD to be approved under applicable law and may exceed limits if profits are inadequate.
• MD is promoter; related-party considerations disclosed in notice.
• Dividend will be paid electronically; TDS as per IT Act.
• Dividend entitlement cut-off: Sept 4, 2026.