Nitin Spinners Ltd

Overview

• Standalone BRSR for FY2025-26; 1 Apr 2025–31 Mar 2026; no subsidiary.
• Manufactures cotton and blended yarns; knitted and woven fabrics.
• Exports to over 55 countries; exports 61.87% of turnover.
• BRSR forms part of the Annual Report FY2025-26; reporting boundary is standalone.

Key ESG Risks & Opportunities

• Sustainable sourcing opportunity; 38.55% inputs from sustainable sources.
• Renewable energy target: >50% by FY2028.
• Rooftop solar 23.40 MW installed; 28 MW hybrid captive.
• Open-access solar 33 MW; rooftop addition 12 MW planned.
• Cotton supply risk; diversify suppliers to mitigate climate risk.
• Water stewardship: ZLD and wastewater reuse reduce freshwater use.
• OH&S risk; ISO 45001 and SA8000; ongoing safety training.
• Waste management: zero landfill; 100% recycled; 10% in-house recycling.
• Robust ESG governance and disclosure; transparent reporting.

Governance & Policy Highlights

• Board oversight via policy and Risk Management Committee monitors sustainability.
• Policies aligned to RBC 2019; ISO 9001/14001/45001/50001; SA8000.
• Anti-bribery policy and Vigil Mechanism; policies publicly accessible.
• No penalties or fines; no external policy assessment; internal review.
• Investor grievances handled by RTA Bigshare and investor email.
• CSR policy with CSR Committee oversight; policies page on website.
• ISO 45001; SA8000; OHSMS certifications.
• Human rights clauses under evaluation; not yet in contracts.

Social Responsibility & Workforce

• Total employees 761; male 759, female 2.
• Total workers 5,932; male 5,667, female 265.
• Board women: 1 of 6 directors.
• Permanent employees turnover 2.4%; permanent workers turnover 18.7%.
• Well-being expenditure: 0.38% of revenue.
• SA8000-based human rights training for all employees.
• ISO 45001 and SA8000 certifications; 100% safety training.
• Formal GRC with departmental channels; anonymous grievance box.
• On-site medical consultations; POSH policies; no sexual harassment cases.

Environmental Performance

• Total energy consumption: 1,900,230 GJ; renewable energy share target >50% post expansion.
• Total Scope 1: 49,641 tCO2e; Scope 2: 246,991 tCO2e.
• Emission intensity: 92.3 tCO2e per crore turnover.
• Groundwater withdrawal: 597,031 kilolitres; water intensity 185.77 KL per crore turnover.
• Zero Liquid Discharge; 100% process water recycled; dry sludge reused.
• Total waste 655.32 tonnes; 100% recycled; zero landfill; 10% in-house recycling.
• PAT DCs designated; energy efficiency targets achieved.
• Rooftop solar 23.40 MW; 28 MW hybrid captive; 33 MW open-access; rooftop 12 MW planned.

Stakeholder Engagement & Complaints

• Stakeholder groups: customers, employees, shareholders, regulators, media, and communities.
• Engagement channels: meetings, feedback, website; frequency: ongoing for most groups.
• No complaints from communities, value-chain partners or employees in FY2025-26.
• Investor grievances handled by SRC; investor email channel.
• No product recalls in FY2025-26; data privacy/cyber policy in place; 0 data breaches.

Other Notable Metrics

• Exports constitute 61.87% of turnover; markets in 55+ countries.
• 55% of inputs sourced from sustainable sources, including BCI organic/recycled cotton.
• On product information: detailed specs provided to customers.
• 100% board and KMP training coverage across SEBI BRSR principles.
• Data privacy and cybersecurity policy; no data breaches to date.

Book closure details

• Book closure from 15 September 2026 to 21 September 2026 inclusive for AGM.
• Record Date fixed to determine dividend entitlement for FY ended 31 March 2026.
• Cut-off date fixed to determine E-voting entitlement at the AGM.
• AGM to be conducted via video conferencing in September 2026.
• Security type: shares.

Financial performance

• Revenue from operations: Rs 3,213.87 Cr; down from Rs 3,305.65 Cr.
• EBITDA: Rs 452.8 Cr; margin 14.09%.
• PAT: Rs 177.55 Cr; margin ~5.5%.
• EPS: Rs 31.58 for FY2025-26.

Exports and footprint

• Export turnover: Rs 1,988.43 Cr; exports comprise 61.87% of revenue.
• Global footprint across 55+ countries on six continents.

Expansion and capex

• Expansion capex programme of Rs 1,120 Cr for growth.
• Spinning capacity expanding by 22,400 MTPA; weaving/finishing by 36 Mn Mtr.
• Phase-wise commercialisation; fabrics to follow in H2 FY2026-27.

Sustainability and energy transition

• 6 MW solar plant commissioned; 18 MW hybrid group captive.
• 33 MW solar plant open access; 12 MW rooftop planned.
• Renewables target subtotal near 97 MW; 50-55% power from renewables post expansion.

Production and capacity

• Total capacity: Yarn 1,10,000 T; Knitted fabric 11,000 T; Finished woven fabric 36 Mn Mtr.
• Installed capacity: Spindles 4,34,832; Rotors 5,864; 77 knitting machines.

Governance and audit

• Auditors: M/s Kalani & Co LLP; report unmodified.
• Independent Directors confirmed; governance disclosures included in AR.

Dividend and shareholder value

• Dividend Rs 3 per equity share; total outflow Rs 16.86 Cr.
• Dividend policy aligned with policy; tax deducted at source.

CSR and ESG focus

• CSR expenditure Rs 149.35 Lakh; unspent Rs 260.53 Lakh carried to CSR account.
• CSR liability Rs 939.54 Lakh; ongoing capital projects noted.

Internal controls and compliance

• Internal financial controls deemed adequate by statutory auditors.
• Secretarial audit report issued; no material qualifications.
• No frauds reported; whistle-blower mechanism in place.

AGM Details

• Date and time: 21 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; deemed venue: Registered Office.
• Register/Book Closure: 15–21 September 2026 for dividend entitlement.
• Dividend entitlement cut-off: 14 September 2026.
• E-voting window: 17–20 September 2026.

Resolutions Put to Vote

• Item 1 Ordinary: Adoption of Audited Financial Statements.
• Item 2 Ordinary: Declaration of Final Dividend.
• Item 3 Ordinary: Re-appointment of Dinesh Nolkha by rotation.
• Item 4 Special: Re-appointment of Rohit Swadheen Mehta as Independent Director (2026–2031).
• Item 5 Ordinary: Ratification of Cost Auditors remuneration for 2026–27.
• Postal Ballot: Board borrowing up to Rs 3,000 crore; security on borrowings approved.

Dividend

• Final dividend proposed: Rs 3.00 per equity share; total outflow Rs 16.86 crore.

Director Changes

• Dinesh Nolkha to be re-appointed as Director by rotation.

Auditor Appointments

• Statutory auditors Kalani & Co LLP to continue for FY 2026-27.
• Secretarial auditors M/s V. M. & Associates appointed for five-year term.
• Cost Auditors Vivek Laddha & Associates re-appointed for FY 2026-27; remuneration to be ratified.
• Remuneration for Cost Auditors Rs 1,00,000 plus taxes and expenses.

Material Related Party Transactions

• No material related party transactions; existing RPTs are at arm's length.

Other Material Approvals

• Borrowing/postal ballot approvals captured; no ESOPs disclosed; dividend policy disclosed.

Acquisition details

• Target: CGE Hybrid Energy Private Limited, engaged in renewable energy generation.
• Acquisition: 5,68,162 equity shares acquired.
• Post-acquisition holding: 2,57,04,545 shares, 7.36% of paid-up capital.
• Form of consideration: not disclosed.
• Regulatory approvals: not disclosed.
• Timeline for completion: not specified.
• Industry: Renewable energy generation.
• Strategic rationale: minority stake; aligns with renewables exposure.
• Background: target operates in renewable energy; incorporation date not disclosed.
• Size/scale: stake 7.36% with total holding 2,57,04,545 shares.

Availability of earnings call recording

• Audio recording of the Analyst/Investor Call for quarter ended 30 June 2026 is available on the company's website.

Nitin Spinners Ltd: Analyst/Investor Meet details not disclosed in the filing chunk