Nahar Polyfilms Ltd. — Proxy Solicitation & Information Statement 2023

Regd. Office & Corporate OffIce: 376, Industrial Area-A, LUOt.tIANA-141 003 (INDIA) Pho~~ : 91-161-2600701 to 705, 2606977 to 980, Fax: 91-161-2222942, 2601956. E-mall : [email protected] Website: www.owmnahar.com CINNo. :L17115PB1988PLC008820

POLY FILMS LTD.

NPFL/SD/2023-241 August 29, 2023

,

SUB: NOTICE OF 35TH ANNUAL GENERALMEETING AND E-VOTING

Dear Sir,

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.:

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Pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are sending herewith Notice of 35th Annual General Meeting of the Company scheduled to be held on Monday, the 25th day of September, 2023 at 11:30 A.M. through Video Conferencing/Other '§ Audio Visual Means (OAVM) in compliance with ~ection 96 of the Companies Act, 2013 read with MCA Circulars.

We have already informed you vide our letter dated August 09, 2023, that pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (LODR) Regulations, 2015, the " Company is providing the facility of remote e-voting and e-voting during the AGM to all the ';; shareholders. The remote e-voting period will begin on 22nd September, 2023 (9:00 a.m.) and end on 24th September, 2023 (5:00 p.m.). Accordingly, to determine the shareholders eligible to cast their votes electronically, the Company has fixed Monday, 18th September, 2023 as the cut-off date. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for joining the AGM through VC/OAVM and to provide e-voting facility to the shareholders. The details such as manner of (i) registering I updating email addresses, (ii) casting vote through e-voting and (iii) attending the AGM ,~:through VC/ OAVM has been set out in the Notice of the AGM.

This is for the information of the general public as well as members of the Exchange.

GUNgram OffIce : Flat No. ~2-B, Sector-18, Gurugram-120 015 (INDIA) Rh. : 91-124-2430532 - 2430533 Fax: 91 -124-2430536 Email: [email protected]

Annual Report 2023

NAHAR POLY FILMS LIMITED=

NOTICE

Notice is hereby given that the Thirty-Fifth Annual General Meeting of the members of M/s Nahar Poly Films Limited (the company) will be held on Monday, the 25th day of September, 2023 at 11:30 A.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the following businesses:

ORDINARY BUSINESS:

ITEM NO: 1-ADOPTION OF FINANCIAL STATEMENTS

• (i) To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2023 and the Reports of the Board of Directors and Auditors thereon.
• To receive, consider and adopt the Audited $(ii)$ Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023, and the Report of the Auditors thereon.

ITEM NO: 2 - DECLARATION OF DIVIDEND

To declare a dividend of Rs.1.50/-per Equity Share of Rs.5/- each for the year ended 31st March, 2023.

ITEM NO: 3-APPOINTMENT OF MR. JAWAHAR LALOSWAL(DIN: 00463866) AS A NONEXECUTIVE DIRECTOR LIABLE TO RETIRE BY ROTATION

To appoint a director in place of Mr. Jawahar Lal Oswal (DIN: 00463866) in terms of section 152 (6) of the Companies Act 2013, who retires by rotation and being eligible offers himself for re-appointment.

ITEM NO: 4 - APPOINTMENT OF MR. DINESH OSWAL (DIN: 00607290) AS A NON-EXECUTIVE DIRECTOR LIABLE TO RETIRE BY ROTATION

To appoint a director in place of Mr. Dinesh Oswal (DIN: 00607290) in terms of section 152 (6) of the Companies Act 2013, who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

ITEM NO: 5-RATIFICATION OF REMUNERATION OF COST AUDITORS OF THE COMPANY:

To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force), the Cost Auditors M/s. Khushwinder Kumar & Associates (Firm Registration No. 000102). New Delhi appointed by the Board to conduct the audit of the Cost Records of the Company for the financial year 2023-24 at a remuneration of Rs. 55000/- (Rupees Fifty Five Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses incurred, be and is hereby ratified."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

BY ORDER OF THE BOARD

PRIYA (COMPANY SECRETARY)

Dated: 9th August, 2023 Regd.Office: 376, Industrial Area-A, Ludhiana -141003(India) CIN: L17115PB1988PLC008820 E-mail: [email protected]

NOTES:

$1.$ The Ministry of Corporate Affairs (MCA) vide its Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 8, 2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 2/2022 dated May 05, 2022 and Circular No. 10/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") has permitted to conduct the Annual General Meeting through video conferencing ("VC") or other audio-visual means ("OAVM") upto September 30, 2023.

In compliance with aforesaid MCA Circulars, the 35th Annual General Meeting will be held through video conferencing (VC) or other audio visual means (OAVM) without the physical presence of the Members at a common venue. Members can attend and participate in the ensuing AGM through VC/OAVM. The detailed procedure for participation in the meeting through VC/OAVM is as per note no. 25. The 35th AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars.

• $2₁$ The venue of the Meeting shall be deemed to be the registered office of the Company.
• $3₁$ The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto and form part of this Notice.
• Pursuant to MCA Circulars, the facility to 4. appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, 2013, body corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and cast their votes through e-voting.
• $5₁$ The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 1. In line with the MCA Circulars and SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023, the Notice calling the AGM alongwith Annual Report for the year 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that Notice and Annual Report 2022-23 has been uploaded on the website of the Company at www.owmnahar.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited

at www.bseindia.com and www.nseindia. com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www. evotingindia.com. However, hard copy of full annual report will be sent to the shareholder who request for the same.

• $7₁$ The Register of Members and Share Transfer Register of the Company shall remain closed from 9th September, 2023 to 12th September, 2023 (both days inclusive) for the purpose of equity dividend for the year ended 31st March, 2023.
• 1. The dividend on equity shares $AC$ recommended by the Board of Directors, if approved at the Annual General Meeting will be paid to the members subject to deduction of tax at source, whose names shall appear in Register of Members as on 8th September, 2023 or Register of Beneficial Owners, maintained by the Depositories at the close of 8th September, 2023.

Members may note that the Income-tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividend income is taxable in the hands of members and the Company is required to deduct tax at source (TDS) from the dividend payable to the members at the prescribed rates as per the Income Tax Act, 1961. To enable us to determine the appropriate TDS rate as applicable, members are requested to submit relevant documents, in accordance with the provisions of the IT Act.

9 The Members can join the AGM in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors. Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee. Nomination and Remuneration

Committee and Stakeholders Relationship Committee. Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• 1. In terms of the provisions of Section 152 of the Companies Act. 2013 Mr. Jawahar Lal Oswal and Mr. Dinesh Oswal, Non-Executive Directors, retire by rotation at this Meeting and offered themselves for re-appointment. The Nomination and Remuneration Committee and the Board of Directors of the Company recommend their respective re-appointments.
• 1. The relevant information under Regulation 36(3) of the SEBI (Listing Obligations and Requirements) Disclosure Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, regarding the Directors who are proposed to be appointed/reappointed, is given hereto and form part of the Notice.
• 1. Pursuant to Section 124(5) of the Companies Act, 2013, unclaimed dividend upto the financial year 2011-12 has been transferred to Investor Education and Protection Fund. Further, unpaid dividend for the year 2015-16 is to be transferred to Investor Education and Protection Fund in November, 2023. Shareholders who have not encashed their dividend warrants relating to said period are requested to claim the amount from the Company at the earliest.
• 1. Pursuant to Section 124(6) of the Companies Act. 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company has transferred all the shares in respect of which dividend was remained unclaimed or unpaid for a period of seven consecutive years or more to the demat account of IEPF Authority as per applicable Rules. Details of shares transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www. owmnahar.com/nahar_polyfilm/Transfer-of-Equity-Shares-to-IEPF.php. The said details have also been uploaded on the website of the

IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

• 1. Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from them. Concerned members/investors are advised to visit the weblink: http://www.iepf.gov.in/ IEPF/refund.html or contact the Company for lodging claim for refund of shares and / or dividend from the IEPF Authority.
• 1. As per Regulation 40 of SEBI (LODR) Regulations, 2015, securities of listed companies can be transferred only in dematerialized form.

In view of the above and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrar and Transfer Agent: M/s. Alankit Assignments Limited for assistance in this regard.

• 1. SEBI has made it mandatory for all the Companies to use the bank account details furnished by the Depositories and the bank account details maintained by the RTA for payment of dividend to Members electronically. The Company provides the facility of paying dividend through Electronics Clearing System (ECS). The members desirous of availing the facility of electronic credit of dividend are requested to ensure that their correct bank details alongwith 9 digit MICR code of their Bank is updated in the records of the Depository Participant (DP). Members, who hold the shares in physical form, should contact the Registrar & Transfer Agent or the Company in this regard. In order to prevent fraudulent encashment of dividend warrants, members are requested to provide their correct bank account details to their DP in case of electronic holding and to the Registrar & Transfer Agent or the Company in case of physical holding.
• 1. To avail the facility of nomination, Members are requested to send us duly filled and

signed Nomination Form (Form No. SH-13) to the Company's RTA. In respect of shares held in dematerialised form, the nomination form may be filed with the respective DP.

• 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Registrar and Share Transfer Agent: M/s. Alankit Assignments Limited, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (the "SEBI Circulars") has mandated for furnishing/ updating PAN, KYC details (Address, Mobile No., E-mail ID, Bank Details) and Nomination details by all the holders of physical securities in listed company in the prescribed forms i.e. ISR-1, ISR-2, SH-13/ ISR-3/ SH-14 otherwise RTA shall be constrained to freeze such Folio(s) effective from October 01, 2023.

In compliance thereof, the Company has already sent the communication alongwith prescribed forms to all the physical shareholders at their registered address. Members are requested to forward the duly filled in Forms along with the related proofs to the Company at its Registered Office at at 376, Industrial Area-A, Ludhiana - 141 003 or Registrar and Transfer Agent at M/s. Alankit Assignments Limited, Unit: Nahar Poly Films Limited, Alankit House, 4E/2, Jhandewalan Extension. New Delhi-110055. The aforesaid forms can be downloaded from the website of the Company at http://www.owmnahar.com/ nahar_polyfilm/kyc_updation.php.

• 1. As an on-going measure to enhance ease of dealing in securities markets by investors, SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD RTAMB/P/CIR/2022/8 dated January 25, 2022 has decided that listed companies shall henceforth issue the securities in dematerialized form only while processing the service requests for: 1. Issue of duplicate securities certificate; 2. Claim from Unclaimed Suspense Account; 3. Renewal / Exchange of securities certificate; 4. Endorsement; 5. Subdivision / Splitting of securities certificate; 6. Consolidation of securities certificates/folios; 7. Transmission; 8. Transposition. Therefore, Members are requested to kindly get their shares dematerialised at the earliest.
• 1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection in electronic mode during the AGM. All other documents referred to in the Notice will be available for inspection in electronic mode without any fee by the members from the date of circulation of this Notice up to the date of AGM i.e. 25th September, 2023. Members seeking to inspect such documents can send an email to [email protected].
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes

by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

24. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

• $1.$ For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to [email protected] or rta@ alankit.com.
• $2.$ For Demat shareholders - please update your email id & mobile no. with your respective Depository Participant (DP).
• $3.$ For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
• 1. INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

Step 1: Access through Depositories CDSL/ NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• The voting period begins on 22nd September, $(i)$ 2023 (9:00 a.m.) and ends on 24th September, 2023 (5:00 p.m.). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 18th September, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) The members who have voted through remote e-voting will be eligible to attend the AGM but

they will not be entitled to vote at the AGM.

$(iii)$ Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/ NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9. 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities

in Demat mode CDSL/NSDL is given below:

e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReq.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication. vou will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting You can also login using the login Shareholders credentials of your demat account (holding securities through your Depository Participant in demat mode) registered with NSDL/CDSL for login through e-Voting facility. After Successful their Depository login, you will be able to see e-Voting Participants (DP) option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein vou can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider's website for casting your vote during the remote e-Voting period or joining virtual meeting

Individual

& voting during the meeting

Annual Report 2023

NAHAR POLY FILMS LIMITED=

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method of e-Voting and joining virtual AGM for Physical Shareholders & shareholders other than individual shareholders holding in demat form.
• The shareholders should log on to the e-voting a. website www.evotingindia.com.
• Click on "Shareholders" module. b.
• Now Enter your User ID $C₁$
• i. For CDSL: 16 digits beneficiary ID,
• ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• Members holding shares in Physical Form iii. should enter Folio Number registered with the Company.
• Next enter the Image Verification as displayed d. and Click on Login.
• If you are holding shares in demat form and e. had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• f. If you are a first time user follow the steps given below:

• After entering these details appropriately, click q. on "SUBMIT" tab.
• Members holding shares in physical form will $h_{\cdot}$ then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• i. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• Click on the EVSN 230822004 for relevant j. < NAHAR POLY FILMS> on which you choose to vote.
• On the voting page, you will see "RESOLUTION k. DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

17 |

• Click on the "RESOLUTIONS FILE LINK" if $\mathbf{L}$ you wish to view the entire Resolution details.
• m. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• Once you "CONFIRM" your vote on the n. resolution, you will not be allowed to modify your vote.
• You can also take out print of the voting done 0. by you by clicking on "Click here to print" option on the Voting page.
• If Demat account holder has forgotten the p. login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• There is also an optional provision to upload $q_{\cdot}$ BR/POA if any uploaded, which will be made available to scrutinizer for verification.
• Additional Facility for Non Individual $(vi)$ Shareholders and Custodians - For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia. com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of

the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at [email protected] and to the Company at [email protected] if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• $(vii)$ Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 18th September, 2023 may follow the same instructions as mentioned above for e-Voting.
• $(viii)$ If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you may write an email to [email protected] or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex. Mafatlal Mill Compounds. N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. [email protected] or call on toll free no. 1800 22 55 33.

Name, designation, address, e-mail ID and $(ix)$ phone number of the person responsible to address the grievances connected with the e-voting:

Ms. Priya

Company Secretary and Compliance Officer 376, Industrial Area-A, Ludhiana - 141003 Phone: 0161-5066265 E-mail: [email protected]

| 8 |

26. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/ OAVM & E-VOTING DURING AGM ARE AS UNDER:

• The procedure for attending meeting & $(i)$ e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• (ii) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• (iii) Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• (iv) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• (v) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• (vi) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• (vii) Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

• (viii) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• (ix) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• (x) If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Other instructions:

• 1. Voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut off date.
• 1. The Company has appointed Mr. P.S. Bathla, Practising Company Secretary (Membership No. FCS 4391), to act as the Scrutinizer to the e-voting process i.e. votes cast during the AGM and votes cast through remote e-voting, in a fair and transparent manner.
• 1. The Scrutinizer will submit his report to the Chairman of the Company ('the Chairman') or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes cast during the AGM and votes cast through remote e-voting), within two working days of the conclusion of the AGM.
• 1. The results declared along with the Scrutinizer's Report shall be placed on the website of the Company www.owmnahar.com and on the website of CDSL i.e. www.cdslindia. com. The results shall simultaneously be communicated to the Stock Exchanges.
• 1. Subject to the receipt of requisite number of votes, the resolution shall be deemed to be

passed on the date of the 35th Annual General Meeting i.e. 25th September, 2023.

1. A person who is not a Member as on the cut off date i.e. 18th September, 2023 should treat this Notice for information purposes only.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

The explanatory statement sets out all material facts relating to the Special Business mentioned under Item No. 5 of the accompanying Notice.

ITEM NO: 5

As per the provisions of Companies (Cost Records and Audit) Rules, 2014, as amended Company's activities fall within the purview of Cost Audit requirement. Accordingly, the Board at its meeting held on 30th May, 2023 on the recommendation of Audit Committee, approved the appointment of M/s. Khushwinder Kumar & Associates (Firm Registration No.000102) at a remuneration of Rs.55000/- (Rupees Fifty Five Thousand Only) plus applicable taxes and Reimbursement of out of pocket expenses incurred for conducting the Cost Audit of the Cost records of the Company for the financial vear 2023-24.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration as mentioned above, payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Director has to be ratified by the shareholders of the Company.

Accordingly consent and approval of the shareholders is being sought for passing an Ordinary Resolution as set out at the Item No. 5 of the Notice for ratification of remuneration pavable to M/s. Khushwinder Kumar & Associates (Firm Registration No.000102) for financial year 2023- $24$

None of the Directors of the Company, the Key Managerial Personnel of the Company or their relatives are, in any way concerned or interested financially or otherwise in the aforesaid resolution.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 5 for approval of the members.

INFORMATION PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULA-TIONS, 2015 REGARDING DIRECTOR SEEKING RE-APPOINTMENT.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Requlations, 2015, the particulars of Directors who are proposed to be appointment/re-appointed are given below:

Listed Companies (other than Nahar Poly Films Limited) in which Mr. Jawahar Lal Oswal holds Directorship as on 31st March 2023

Chairmanship of Board Committees:

Membership of Board Committees:

Listed entities from which person resigned in past Three years: NIL

Shareholding: 21214 Equity Shares of Rs. 5/- each

Disclosure of relationship between Directors inter-se: Mr. Jawahar Lal Oswal is the father of Mr. Kamal Oswal and Mr. Dinesh Oswal and

Grandfather of Mr. Sambhay Oswal.

Listed Companies (other than Nahar Poly Films) Limited) in which Mr. Dinesh Oswal holds Directorship as on 31st March 2023

Chairmanship of Board Committees:

Membership of Board Committees:

Listed entities from which person resigned in past Three years: NIL

Shareholding: 105273 Equity Shares of Rs. 5/each

Disclosure of relationship between Directors inter-se: Mr. Dinesh Oswal is the son of Mr. Jawahar Lal Oswal and brother of Mr. Kamal Oswal, He is the father of Mr. Sambhay Oswal.

BY ORDER OF THE BOARD

PRIYA (COMPANY SECRETARY)

Dated: 9th August, 2023 Regd.Office: 376, Industrial Area-A, Ludhiana -141003(India) CIN: L17115PB1988PLC008820 E-mail: [email protected]