Nahar Spinning Mills Ltd

AGM details

• AGM held on 25 September 2026 via VC/OAVM from 10:00 to 10:50 AM.
• Record date: 18 September 2026.

Dividend

• Dividend of Rs 1 per equity share approved.

Key resolutions

• Resolution 1 passed; ordinary—adoption of standalone financial statements.
• Resolution 2 passed; ordinary—dividend of Rs 1 per equity share.
• Resolution 3 passed; ordinary—appointment/re-appointment of Jawahar Lal Oswal.
• Resolution 4 passed; ordinary—appointment of Satish Kumar Sharma as director.
• Resolution 5 passed; ordinary—ratification of cost auditors’ remuneration.
• Resolution 6 passed; special—continuation of Sharma as non-executive director beyond age 75.
• Resolution 7 passed; special—re-appoint Dinesh Oswal as managing director for five years.
• Resolution 8 passed; special—approval of increased fee payable to Jawahar Lal Oswal.
• Resolution 9 passed; special—re-appoint Yash Paul Sachdeva as Independent Director.
• Resolution 10 passed; special—re-appoint Anchal Kumar Jain as Independent Director.
• Resolution 11 passed; special—alteration in main object clause of MOA.

Directors / management changes

• Jawahar Lal Oswal re-appointed as director; retires by rotation.
• Satish Kumar Sharma appointed as non-executive director.
• Sharma to continue as director beyond age 75.
• Dinesh Oswal appointed Managing Director for five years from January 2027.
• Remuneration for Jawahar Lal Oswal increased (non-executive/Chairman).
• Yash Paul Sachdeva and Anchal Kumar Jain re-appointed as Independent Directors for five years.

Auditors

• Remuneration for Cost Auditors Ramanath Iyer & Co. ratified for 2026-27.

Material related party / governance

• No material related party transactions disclosed beyond director remuneration changes.

Other material approvals

• Alteration in Main Object Clause of Memorandum of Association approved.

MD Re-appointment

• M. Dinesh Oswal re-appointed as Managing Director for five years, Jan 1, 2027 to Dec 31, 2031.
• Reason: re-appointment upon expiry of prior term.
• Related party: Son of Jawahar Lal Oswal; brother of Kamal Oswal.
• Not debarred from holding office.

Independent Directors – Re-appointments

• Dr. Yash Paul Sachdeva re-appointed Independent Director for a second-term; 24 Aug 2027 to 23 Aug 2032.
• Dr. Anchal Kumar Jain re-appointed Independent Director for a second-term; 24 Aug 2027 to 23 Aug 2032.
• Profile: B.Tech, M.Tech, Ph.D. in Soil and Water Engineering.
• Not debarred or disqualified by SEBI or other authorities.

Non-Executive Director continuation

• Special Resolution approved continuation of Satish Kunar Shana as Non-Executive Director upon attaining age 75.
• DIN: 00402712.

AGM Details

• Date/time: 25 September 2026, 10:00 AM, via VC/OAVM.
• Voting cut-off date: 18 September 2026.

Key resolutions

• Adopt financial statements for year ended 31 March 2026; dividend of Rs 1 per equity share.
• Appoint Jawahar Lal Oswal as Non-Executive Director, liable to retire by rotation.
• Appoint Satish Kumar Sharma as Non-Executive Director, liable to retire by rotation.
• Ratify remuneration of Cost Auditors for 2026-27.
• Special: Continue Satish Kumar Sharma as Non-Executive Director beyond age 75.
• Special: Re-appoint Dinesh Oswal as Managing Director for 2027–2031.
• Special: Increase remuneration payable to Jawahar Lal Oswal.
• Special: Re-appoint Dr. Yash Paul Sachdeva as Independent Director for second term.
• Special: Re-appoint Dr. Anchal Kumar Jain as Independent Director for second term.

Dividend

• Dividend of Rs 1 per equity share (face value Rs 5) declared.

Voting results

• Adopt financial statements: outcome not disclosed.
• Appoint Jawahar Lal Oswal: outcome not disclosed.
• Appoint Satish Kumar Sharma: outcome not disclosed.
• Ratification of Cost Auditors remuneration: outcome not disclosed.
• Continuation of Satish Kumar Sharma beyond age 75: outcome not disclosed.
• Re-appoint Dinesh Oswal as MD: outcome not disclosed.
• Increase remuneration to Jawahar Lal Oswal: outcome not disclosed.
• Re-appoint Dr. Yash Paul Sachdeva: outcome not disclosed.
• Re-appoint Dr. Anchal Kumar Jain: outcome not disclosed.

Director changes

• Jawahar Lal Oswal appointed Non-Executive Director (retire by rotation).
• Satish Kumar Sharma appointed Non-Executive Director (retire by rotation).
• Dinesh Oswal re-appointed Managing Director for 2027–2031.
• Dr. Yash Paul Sachdeva re-appointed Independent Director (second term).
• Dr. Anchal Kumar Jain re-appointed Independent Director (second term).

Rating action details

• Long-term bank facilities rated CRISIL Stable and reaffirmed.
• Short-term bank facility rated CRISIL A1 and reaffirmed.
• Rs. 23.5 crore commercial paper rated CRISIL A1 and reaffirmed.

Overview

• Main activity: manufacture and export of yarns and knitted garments.
• Reporting boundary: standalone BRSR for FY 2025-26.
• Exports contributed 52.81% of total turnover.
• Operates across 9 locations (8 plants, 1 office) in India.

Key ESG Risks & Opportunities

• China plus one policy creates opportunities to diversify textile sourcing.
• Free Trade Agreements expand duty-free access to multiple markets.
• Solar expansion to 19.874 MW; planned rise to 27.093 MW reduces costs.
• Renewable energy share ~32% of total energy consumption.
• Water scarcity risk mitigated via integrated water strategy and recycling.
• Waste management risks mitigated by recycling and ETP sludge reuse.
• Human rights risk mitigated by policies, governance, and supplier audits.
• ISO 14001 and other standards support environmental management.

Governance & Policy Highlights

• Board oversight via Audit, CSR, and Risk Management Committees.
• Vigil/whistleblower mechanism and anti-bribery policy with code of conduct.
• POSH committee; no sexual harassment complaints in FY 2025-26.
• No penalties or fines reported in FY 2025-26.
• PAT framework: Designated Consumer status; progressing toward carbon credit regime.

Social Responsibility & Workforce

• Permanent employees: 1,643; workers: 8,220; female share 3.04% of permanent staff.
• Female workers comprise 38.26% of the workforce; board has 1 female director (10%).
• Health/ESI/PF coverage: health insurance ~35% of employees; ESI ~35% of workers; PF ~99%.
• LTIFR: employees 0; workers 0; one worker fatality in FY 2025-26.
• CSR spend: 90.96 Lakhs; contributions to Oswal Foundation, Indian Red Cross, healthcare and education.

Environmental Performance

• Total energy: ~2.15 million GJ; renewables share 32%; total energy ~2.92 million GJ from renewables and non-renewables combined.
• Scope 1: 1,560 t CO2e; Scope 2: 284,736 t CO2e; intensity 0.0000089 per turnover.
• Rooftop solar expansion to 27.093 MW; 19.874 MW achieved; further capacity planned.
• ZLD initiatives: Mandideep 600 KLD; Dhandari Kalan 1200 KLD; Lalru in progress; STPs total 2,175 KLD.
• Waste: total 41,431 tonnes; 603 t recycled, 4,719 t reused; 526 t ETP sludge disposed.

Stakeholder Engagement & Complaints

• Key stakeholders: shareholders, government/regulators, employees, customers, and suppliers.
• Engagement channels include meetings, conferences, emails, and annual reporting; frequency per regulation.
• Shareholders: 2 complaints filed in FY2025-26; none pending.
• Grievance channels: Vigil mechanism, complaint boxes, open-door policy; investor grievances via gredressalnsml@owmnahar.com.
• CSR complaints: none reported in FY2025-26.

Other Notable Metrics

• Sustainable sourcing: >50% of fibre from sustainable sources; azo-free dyes; multiple certifications (GOTS, BCI, ISO 9001/14001).
• Related-party transactions: purchases from related parties 0.45%; sales to related parties 1.90%.
• Purchases from trading houses: ~80% of total purchases; top-10 trading houses account for ~78%.
• MSME procurement: 17.76% direct, with portions from Punjab and rest of India.
• Data privacy: 0 data breaches reported; cyber security policy in place.

Financials

• Total income (operational and other) Rs 3,233.11 crore.
• Profit before tax Rs 26.04 crore.
• Net profit after tax Rs 21.82 crore.
• Export sales Rs 1,699.37 crore; exports up 3.97%.

Operations & Capex

• Spinning unit modernization capex approx Rs 325 crore; Rs 170 crore spent.
• Rooftop solar capacity added 6.60 MW; total solar 19.874 MW.
• Energy from solar ~32% of total consumption.
• Single segment: textiles; Ind AS 108 not applicable.
• Modernization expected to complete by FY2027-28.

Dividends & Capital

• Paid-up equity share capital Rs 1,805.31 lakh; 36,065,303 shares.
• Promoters hold 67.96% stake.
• Dividend for FY2025-26: Rs 1 per share; Rs 360.65 lakh.
• 90% of shares dematerialised.

Governance

• Board of 10 directors; five independent; one woman director (Dr Manisha Gupta).
• MD remuneration Rs 17.68 crore; 2% net profit commission.
• MD reappointment for five years from 1 Jan 2027.
• Export Advisor remuneration increased to 0.60% of export sales from Apr 1, 2026.
• Independent directors reappointed for second five-year terms.

Debt & Liquidity

• Long-term borrowings Rs 93,994.23 lakh; short-term Rs 79,871.07 lakh.
• Net debt Rs 102,267.26 lakh; equity Rs 151,211.80 lakh.
• Gearing 0.40x; debt-equity 0.65x.
• Interest coverage 1.86x; current ratio 1.71x.

CSR & ESG

• CSR obligation Rs 90.96 Lakhs; Rs 90.96 Lakhs spent.
• Oswal Foundation-led CSR; health initiatives.
• BRSR 2025-26 uploaded on company website.
• POSH: no sexual harassment complaints.

Outlook & Risks

• Industry outlook positive; exports aided by FTAs with UK, EU, Oman.
• Risks: tariffs, cotton price volatility, energy costs, global uncertainties.

AGM Details

• Date and time: 25 September 2026 at 10:00 AM, via VC/OAVM.
• Record closure: 5–9 September 2026 (inclusive) for dividend eligibility.
• Remote e-voting window: 22 September 2026 to 24 September 2026.
• Voting cut-off date: 18 September 2026.

Dividend

• Dividend proposed: Rs 1.00 per equity share.

Key Resolutions

• Item 1: Adoption of standalone financial statements (Ordinary).
• Item 2: Declaration of dividend (Ordinary).
• Item 3: Re-appointment of Jawahar Lal Oswal as Non-Executive Director (Ordinary).
• Item 4: Re-appointment of Satish Kumar Sharma as Non-Executive Director (Ordinary).
• Item 5: Ratification of Cost Auditor remuneration (Ordinary).
• Item 6: Continuation of Satish Kumar Sharma as NED after 75 (Special).
• Item 7: Re-appointment of Dinesh Oswal as Managing Director (Special).
• Item 8: Increase in fee payable to Jawahar Lal Oswal (Special).
• Item 9: Re-appointment of Yash Paul Sachdeva as Independent Director (Special).
• Item 10: Re-appointment of Anchal Kumar Jain as Independent Director (Special).
• Item 11: Alteration of MOA main object to solar energy (Special).

Director Changes

• Satish Kumar Sharma: Continuation beyond 75 years (Special).
• Dinesh Oswal: Reappointed as MD for five years with remuneration.
• Jawahar Lal Oswal: Reappointed as Non-Executive Director.
• Dr. Yash Paul Sachdeva: Reappointed Independent Director for five years.
• Dr. Anchal Kumar Jain: Reappointed Independent Director for five years.

Auditors

• Cost Auditor remuneration ratified; Rs 2.20 Lakhs plus taxes and expenses.

Material Related Party Transactions

• Remuneration to MD from promoter group; export-sales-based fee; approvals required.

Other Material Approvals

• Alteration of MOA to include solar energy generation and related activities.