Nahar Polyfilms Ltd

Nahar Polyfilms Ltd – Closure of Trading Window

AGM details

• AGM held 25 Sep 2026, 11:30 AM–12:15 PM, via VC/OAVM.
• Record date 18 Sep 2026.

Resolutions & outcomes

• Resolution 1: Adoption of standalone and consolidated financial statements for FY2026 — passed.
• Resolution 2: Declaration of dividend on equity shares at Rs 1.50 per share — passed.
• Resolution 3: Appointment of Kamal Oswal as non-executive director — passed.
• Resolution 4: Appointment of Dinesh Gogna as non-executive director — passed.
• Resolution 5: Ratification of remuneration of Cost Auditors for FY2026-27 — passed.
• Resolution 6: Re-appointment of Dr. Anchal Kumar Jain as independent director for second term — passed.
• Resolution 7: Re-appointment of Dr. Roshan Lal Behl as independent director — passed.
• Resolution 8: Re-appointment of Dr. Prem Lata Singla as independent director — passed.
• Resolution 9: Re-appointment of Dr. Rajan Dhir as independent director — passed.
• Voting note: Votes cast by Kamal Oswal excluded from totals due to interest.

Dividend

• Dividend of Rs 1.50 per equity share approved for year ended 31 March 2026.

Director changes

• Kamal Oswal appointed non-executive director.
• Dinesh Gogna appointed non-executive director.
• Independent directors Jain, Behl, Singla, and Rajan Dhir re-appointed for second five-year terms.

Auditors & remuneration

• Cost Auditors remuneration ratified for FY2026-27.

Material related party transactions

• No material related party transactions disclosed.

Other material approvals

• No other material approvals disclosed.

Independent Directors Re-appointments

• Re-appointment of Dr. Anchal Kumar Jain as Independent Director; 25 May 2027–24 May 2032; 67-year-old ex-professor with PhD.
• Re-appointment of Dr. Roshan Lal Behl as Independent Director; 24 Aug 2027–23 Aug 2032; 69-year-old with MBA, PhD.
• Re-appointment of Dr. Prem Lata Singla as Independent Director; 24 Aug 2027–23 Aug 2032; 70-year-old ex-principal.
• Re-appointment of Dr. Rajan Dhir as Independent Director; 24 Aug 2027–23 Aug 2032; 68-year-old with MSc, MBA.
• Debarment status: Jain not debarred; Behl debarred; Singla not debarred; Dhir not debarred.
• No relationships disclosed between directors.

AGM details

• Date, time and mode: 25 September 2026 at 11:30 AM via VC/OAVM.
• Remote e-voting open 22-24 September 2026; cut-off 18 September 2026.
• AGM conducted with quorum and no-proxy attendance in VC/OAVM.

Key resolutions

• Adoption of standalone and consolidated financial statements (ordinary).
• Dividend of Rs. 1.50 per equity share proposed/declared (ordinary).
• Appointment of Kamal Oswal as non-executive director (ordinary).
• Appointment of Dinesh Gogna as non-executive director (ordinary).
• Ratification of remuneration of cost auditors (special resolution).
• Re-appoint Dr Anchal Kumar Jain as independent director for second term.
• Re-appoint Dr Roshan Lal Behl as independent director for second term.
• Re-appoint Dr Prem Lata Singla as independent director for second term.
• Voting results not disclosed in the provided excerpt.

Auditors & governance

• Statutory auditors are M/s YAPL & Co.; Secretarial auditors M/s RS Bathla & Associates.
• Audit reports submitted with no qualifications.

Dematerialisation update

• 1,906 equity shares dematerialised in August 2026 after verification of share certificates.
• Share certificates cancelled and registered owner updated to the depository in company records.
• Total dematerialised holdings across NSDL and CDSL: 24,094,988 equity shares.

AGM notice and annual report access

• AGM 38th scheduled for 25 Sep 2026 at 11:30 via VC/OAVM.
• Annual Report FY2025-26 available at the provided web link.
• Cut-off for email registration was Aug 21, 2026, affecting notice dispatch.
• Shareholders urged to update email addresses with DP/RTA.

Financial performance

• Standalone total income rose to 72,903.31 Lakhs in FY2025-26.
• Standalone revenue from operations: 70,420.21 Lakhs; up from 66,593.73.
• EBITDA (standalone): 13,196.31 Lakhs.
• Standalone net profit after tax: 6,826.72 Lakhs.
• Consolidated total income: 72,804.14 Lakhs; up from 68,387.64.
• Consolidated PAT including associates: 7,883.57 Lakhs.
• Earnings per share (basic): 27.76 Rs.
• Dividend proposed: Rs 1.50 per equity share.

Expansion and capital expenditure

• Expansion plan: Third BOPP line, 36,000 MT/year capacity; capex ~ Rs 595 Crores.
• Expanded capacity targeted to 96,000 MT/year on completion.
• 35 acres land acquired at Mandideep for expansion; major plant orders placed.
• Project financed by term loans and internal accruals; completion targeted FY2027-28.

Dividend and capital allocation

• Board proposed final dividend of Rs 1.50 per equity share for FY2025-26.
• Dividend is subject to shareholder approval at AGM.

Debt, liquidity and capital structure

• Total borrowings: 7,895.17 Lakhs; long-term 4,470.00; current 3,425.17.
• Undrawn working capital facilities: Rs 4,209.83 Lakhs.
• Net debt: Rs 9,198.55 Lakhs; gearing: 14.48%.
• Repayment of long-term borrowings during the year: Rs 2,793.75 Lakhs.

Governance and risk management

• Board strength: 12 directors; independent women directors include Dr Manisha Gupta and Dr Prem Lata Singla.
• Risk Management Committee formed in 2022; met twice in 2025-26.
• Audit Committee: three non-executive directors; meetings held four times.
• KMP: Sakshi Maheshwari appointed Company Secretary & Compliance Officer in 2026.

CSR and sustainability

• CSR through Oswal Foundation; average net profit Rs 2,458.55 Lakhs.
• CSR obligation: Rs 49.17 Lakhs; actual spend NIL in 2025-26.
• Advance/uset of CSR funds: Rs 44.32 Lakhs available for future use; Rs 93.49 Lakhs advanced earlier.
• CSR committee held two meetings in 2025-26.

Overview

• Standalone BRSR for FY2025-26; packaging films maker (BOPP/metalized).
• 100% turnover from packaging films; two domestic plants and four offices (six locations).
• Exports contribute 6.96% of turnover; presence across 28 Indian states and 23 countries.

Key ESG Risks & Opportunities

• Packaging demand growth driven by packaged foods, pharma and e-commerce.
• Solar energy installation reduces costs and improves energy security.
• Water scarcity risk mitigated by rainwater harvesting and effluent treatment with zero discharge.
• Waste management risk mitigated by recycling/reuse and EPR programs; potential penalties for non-compliance.
• Human rights and governance risks mitigated by policies; ongoing regulatory compliance essential.

Governance & Policy Highlights

• Board oversees ESG through Audit, CSR, and Risk Committees.
• Code of Conduct, Whistleblower policy, and anti-bribery policy exist.
• No penalties or fines reported in FY2025-26.
• BRSR Core not assured; no external assurance provider.

Social Responsibility & Workforce

• Permanent employees: 174; total workers: 286; female representation: 2 among permanent, none among workers.
• Board women: 2 of 12; KMP female: 1 of 2.
• Six-month maternity leave with full pay; 100% return-to-work and retention.
• Performance reviews completed for 86.2% of employees and 78.2% of workers.
• Whistleblower email; POSH committee; no sexual harassment complaints in FY2025-26.
• CSR obligation for FY25-26: Rs 49.17 Lakhs; Oswal Foundation partnership; Rs 93.49 Lakhs spent earlier offset; Rs 44.32 Lakhs surplus carried forward.

Environmental Performance

• Rooftop solar capacity at Mandideep: 990 kW.
• Total renewable energy: 5,338,260,000 units; non-renewable electricity: 254,761,483,440 units.
• Energy intensity: 36.94 per rupee turnover; 741.66 PPP-adjusted; 5166.62 per physical output.
• Zero-liquid-discharge: ETP capacity 34 KL/day; treated water used for horticulture.
• Groundwater withdrawal: 72,346 KL; total water withdrawal: 72,346 KL.
• Total waste: 560.67 MT; plastic waste: 452.65 MT; non-hazardous waste: 108.02 MT.
• Waste reused: 7.60% by value; 10.29% by quantity; plastics reclaimed at end-of-life: 46.34%.

Stakeholder Engagement & Complaints

• Stakeholders: shareholders/investors, government/regulators, employees, customers, suppliers.
• Engagement channels: meetings, AGMs, emails, website updates; aligned with regulatory requirements.
• No sexual harassment complaints; grievance channels include whistleblower mailbox and POSH committee.
• Customer data privacy: no data breaches reported.
• Product recalls: 2 voluntary and 2 forced recalls reported.

Other Notable Metrics

• Related-party transaction shares: purchases 0.02%; sales 0.01%; investments 61.79%.
• Sales concentration: top 10 dealers/distributors 61.60%; dealer network 80; 76.99% of sales to dealers.
• Purchases from trading houses: 20% of total purchases from 50 trading houses; top 10 trading houses = 5%.
• MSME inputs: 3.36% of inputs from MSMEs; 90.14% sourced from India.
• Product recalls total: 2 voluntary; 2 forced recalls.

AGM Details

• AGM on 25 September 2026 at 11:30 AM via VC/OAVM.
• Register of Members and Share Transfer Register closed 5–9 September 2026.
• Meeting conducted via VC/OAVM; attendance counted for quorum.

Dividend

• Dividend of Rs 1.50 per equity share proposed for FY2025-26.

Ordinary Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Kamal Oswal as non-executive director liable to retire by rotation.
• Re-appoint Dinesh Gogna as non-executive director liable to retire by rotation.

Special Resolutions

• Ratify remuneration of Cost Auditors for 2026-27 at Rs 55,000 plus taxes and expenses.
• Re-appoint Dr. Anchal Kumar Jain as Independent Director for second term (2027–2032).
• Re-appoint Dr. Roshan Lal Behl as Independent Director for second term (2027–2032).
• Re-appoint Dr. Prem Lata Singla as Independent Director for second term (2027–2032).
• Re-appoint Dr. Rajan Dhir as Independent Director for second term (2027–2032).

Auditors & Governance

• Cost Auditor remuneration ratification approved; no other auditor appointments disclosed.