Your Directors have pleasure to present the 33rd Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the year ended 31st March, 2025.

financial results

The Financial Results of the Company’s performance for the year under review and those of the previous year are as follows: -

operational performance

(i) revenue from operations

Your Company has registered highest ever Revenue during
the year under review as the Revenue from Operations has
increased to H 3305.65 Crores from H 2905.65 Crores in
the previous year registering an increase of 13.76%. The
revenue of Yarn increased by 18.92% during current year
from H 2019.76 Crores to H 2402.00 Crores and revenue of
Fabric has increased from H 716.67 Crores in the previous
year to H 730.19 Crores during year under review. The
optimum utilization of expanded capacities resulted in
increased revenue.

(ii) EXPORTS

There is significant increase in Exports of the Company
as it has increase to H 2111.07 Crores in the current year
from H 1704.29 Crores in the previous year registering an
increase of 23.86%. The Exports constituted 63.86% of the
total revenue during the year.

(iii) PROFITABILITY

The Operating Profit (EBIDTA) of your Company has
increased by 25.23%, from H 379.30 Crores in the previous
year to H 475.02 Crores in current year. As percentage to
revenue from operations, the Operating Profits (EBIDTA)
increased from 13.05% in previous year to 14.37%. The
company has been able to increase profitability despite
global challenges, due to increased operations,

cost efficiencies, more focus on value added products and
stable raw material prices. The Company has reported
Net Profit of H 175.43 Crores in the current year against
H 131.52 Crores in the previous year and Earning Per Share of
H 31.20 in the current year against H 23.39 in the previous year.

dividend

Your Directors are pleased to recommend final Dividend of 30%
i.e. H 3.00 per Equity Shares on the fully paid-up Equity Share
of H 10/- each for the financial year 2024-25, against 25% i.e.
H 2.50 per Equity Shares in the previous year, subject to approval
of shareholders at the ensuing Annual General Meeting.
Accordingly, total outflow towards dividend on Equity Shares
for the year under review would be H 16.86 crores. In terms of
provisions of Income Tax Act, 1961, payment of Dividend shall be
subject to deduction of Tax at source.

The Board continues to support a steady dividend policy and
recommended dividend in accordance with the Dividend
Distribution Policy of the Company which is available on
website of the Company at https://nitinspinners.com/wp-content/
uploads/2024/02/Dividend-Distribution-Policy.pdf

transfer to reserves

The Board of Directors has decided to retain the entire amount
of profits for FY 2024-25 in the profit and loss account and no
amount is proposed to be transferred to reserves.

expansion projects

The Board of Directors at its meeting held on 27.01.2025 approved
expansion project at an estimated project cost of H 1120 Crores
for installation of approx. 66000 Spindles, 240 Airjet/Rapier
Looms along with Dyeing & Finishing capacity, at Bhanwaria
Kalan (Chittorgarh District) Plant, debottlenecking equipment at
Hamirgarh Plant (Bhilwara District) and Renewal Power Project
at both the Plants. The project shall be funded through internal
accruals and Terms Loans from banks. The project is expected to
commence commercial production in next financial year

corporate social responsibilty (csr)

The Company’s vision on CSR is that the Company being a
responsible Corporate Citizen would continue to make a serious
endeavor for improvement in quality of life and betterment of
society through its CSR related initiatives in the local areas
where it operate. The CSR policy is available at the website
of the Company under the link https://nitinspinners.com/wp-
content/uploads/2024/09/CSR-Policy.pdf

During the current year, the Company has incurred expenditure
of H 272.02 Lakhs on CSR activities against obligation of H 572.26
Lakhs. The unspent amount of H 300.24 lakhs towards CSR
obligation for the F.Y. 2024-25 was transferred to “Nitin Spinners
Limited - Unspent CSR Account 2024-25” on 28.04.2025 with
Union Bank of India, Bhilwara towards ongoing project for
construction of school. The Annual Report on CSR Activities
pursuant to Section 135 of the Companies Act, 2013 read with
Rule 8 of The Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - I hereto and form
part of this report.

board of directors and key managerial
personnel

Following appointment/re-appointment of following Directors
were made at the 32nd Annual General Meeting held
on 16.09.2024 :-

Sh. Dinesh Nolkha, Chairman & Managing Director (DIN 00054658),
retired by rotation & re-appointed and his designation was changed
from Managing Director to Chairman & Managing Director with
effect from 01.10.2024.

Shri Nitin Nolakha (DIN 00054707) was appointed as Managing
Director for five years with effect from 01.10.2024.

Sh. Pratyush Nolakha (DIN : 10704970) was appointed as
an Additional Director (Executive) at the Board Meeting held
on 22.07.2024 with immediate effect and was appointed as
Executive Director up to 30.09.2027.

Smt. Vibha Aren (DIN : 07028020), who was appointed as
an Additional Director (Independent) at the Board Meeting

held on 22.07.2024 with immediate effect was appointed as
Non- Executive Independent Director for first consecutive term
of five years w.e.f. 22.07.2024. She has the required integrity,
expertise, experience and proficiency for appointment as a
Non-Executive Independent Director of the Company.

No other changes have taken place in composition of Board of
Directors and Key Managerial Personnel of the Company during
the year under review.

Further, Shri Pratyush Nolakha (DIN 10704970), Executive
Director of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offer himself
for re-appointment. On recommendation of Nomination
and Remuneration Committee, the Board recommends his
re-appointment for consideration of members of the Company at
the ensuing Annual General Meeting.

The Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 and
Regulations 25(8) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as ‘Listing Regulations’) confirming
that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulations 16(1)

(b) of the Listing Regulations. The Independent Directors have
complied with the Code for Independent Directors prescribed
under Schedule IV of the Companies Act, 2013 and the Listing
Regulations. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications,
experience (including proficiency) and expertise and they hold
highest standards of integrity. Further, Independent Directors
fulfill the conditions of appointment as specified in the Listing
Regulations and in the Companies Act, 2013 and are Independent
of the Management. The names of Independent Directors are
included in Independent Director’s data bank maintained
with the Indian Institute of Corporate Affairs (‘IICA’) in terms of
Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules,
2014 and also passed the online proficiency test conducted by
the Indian Institute of Corporate Affairs, wherever required.

None of the Directors are disqualified for being appointed
as Director as specified in Section 164(1) & (2) of the Act and
Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and disqualified or debarred from being
appointed or continuing Director of the Company by virtue of
any SEBI order or any other authority.

All the Directors, Key Managerial Personnel and Senior
Management Personnel have confirmed compliance of “Code
of Conduct for Directors and Senior Management Personnel”. A
declaration by the Managing Director in this regard is enclosed
to this Report.

auditors

statutory auditors

M/s Kalani & Co LLP, Chartered Accountants (Firm Registration
No. 000722C/C400390) (Name changed from M/s Kalani &
Co. w.e.f. 30.04.2025) were re-appointed as Statutory Auditors
at the 30th Annual General Meeting held on 15th September,
2022 for second term of consecutive five years from conclusion
of 30th Annual General Meeting till the conclusion of 35th
Annual General Meeting to be held in the calendar year 2027.
Accordingly, they have conducted Statutory Audit for the
F.Y. 2024-25 and shall continue to be Statutory Auditors of the
Company for the Financial Year 2025-26. They have confirmed
their eligibility to continue as Statutory Auditors of the Company
for the F.Y. 2025-26 under section 141 of the Companies Act, 2013
and rules framed there under.

The Audit Report on the Financial Statements for the Financial
Year ended on 31st March, 2025, issued by M/s Kalani & Co LLP,
Chartered Accountants, is unmodified and do not contain any
qualifications, reservations or adverse remarks. The information
referred in Auditor’s Report are self-explanatory and hence do
not require any further clarification.

secretarial auditors

The Board of Directors has appointed M/s. V. M. & Associates,
Company Secretaries (Firm Registration No. P1984RJ039200),
to conduct Secretarial Audit for the Financial Year 2024-25
under the provisions of Section 204 of the Companies Act, 2013.
Accordingly, they have conducted Secretarial Audit for the
Financial Year 2024-25 and Secretarial Audit Report in Form
MR-3 is enclosed herewith. Pursuant to provisions of Regulation
24A of Listing Regulations the Secretarial Auditors have also
issued Annual Secretarial Compliance Report for the F.Y. 2024¬
25. Both the reports do not contain any qualification, reservation
or adverse remark.

Pursuant to Provisions of section 204 of the Companies Act,
2013 and Regulation 24A of the Listing Regulations the Board
of Directors, on recommendation of Audit Committee, at their
meeting held on 13.05.2025 has recommended appointment of
M/s V. M. & Associates, Company Secretaries (Firm Registration
No. P1984RJ039200) as Secretarial Auditors of the Company for
first term of consecutive five years commencing from the Financial
Year 2025-26 to Financial Year 2029-30 subject to approval of
shareholders at the ensuing AGM. They have given their consent
and confirmed their eligibility for the said appointment.

cost records and cost auditors

The Company is required to maintain cost records, as specified
by the Central Government, in terms of Section 148(1) of
the Companies Act, 2013 and the rules framed there under,
accordingly, the Company has maintained such cost records.

The Board of Directors, on recommendation of Audit Committee,
has appointed M/s. Vivek Laddha & Associates, Cost Accountants

(Firm Registration No. 103465) to conduct Cost Audit of the Cost
Records maintained by the Company for the Financial Year
2024-25. Accordingly, they have conducted Cost Audit for the
Financial Year 2024-25 and their report does not contain any
qualification, reservation or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013, the Board
of Directors, on recommendation of Audit Committee, at their
Meeting held on 13.05.2025 have re-appointed M/s. Vivek
Laddha & Associates, Cost Accountants (Firm Registration No.
103465) as Cost Auditors to conduct Cost Audit of the Cost
Records of the Company for the Financial Year 2025-2026.
They have given their consent and confirmed their eligibility
for the said re-appointment. The remuneration of Cost Auditors
is proposed to be ratified by the Shareholders at the ensuing
Annual General Meeting.

internal audit

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read the Companies (Accounts) Rules, 2014, M/s K.G.
Somani & Co. LLP, Chartered Accountants, New Delhi (Regd. No.
006591N/N500377) have been appointed as Internal Auditors of
the Company with effect from 27.01.2025.

reporting of frauds by auditors

During the year under review, Statutory Auditors, Cost Auditors,
Internal Auditors and Secretarial Auditors of the Company
have not reported any instances of frauds committed in the
Company by its officers or employees under Section 143(12) of
the Companies Act, 2013.

corporate governance

The Company is committed to maintain the high standards of
Corporate Governance and adhere to the requirements set
out in Companies Act, 2013 and Listing Regulations. Pursuant
to regulation 34(3) of the Listing Regulations, the Reports on
Corporate Governance and Management Discussions & Analysis
have been incorporated in the Annual Report and form an
integral part of the Board’s Report. A Certificate from Statutory
Auditors confirming compliance to conditions of Corporate
Governance as stipulated under Listing Regulations forms part
of this Annual Report.

awards and recognition

Your Company has been conferred with the following awards
and recognition during the year under review:-

(A) The Cotton Textiles Export Promotion Council (TEXPROCIL)
has conferred following awards to the Company for the
year 2022-23 :-

(a) Gold Trophy for Highest Exports of Cotton Yarn of
Counts 50s and below in Category - III

(b) Gold Plaque for Highest Exports of Cotton Yarn of
Counts 51s and above in Category - I

(c) Gold Trophy for Highest Employment
Generation (Overall)

(B) Safety Award by Government of Rajasthan: First position
for Hamirgarh Unit and Second Position for Bhanwaria
Kalan unit for safety, health & welfare of workers in the
category of Large Industries for the State of Rajasthan.

human resource development

Industrial relations continued to be cordial during the period
under review. Your Company firmly believes that a dedicated
work force constitutes the primary source of sustainable
competitive advantage. Accordingly, human resource
development received focused attention. The Company has in
house skill training centre and imparts on the job training to its
manpower on continuous basis.

Your Directors wish to place on record their appreciation for
the dedicated services rendered by the work force during the
year under review.

energy conservation, technology
absorption and foreign exchange earnings
and outgo

Your Directors inform the members that the Company continuously
looks out for energy conservation measures in all areas of operations
across its both the Units. Similarly, your Company endeavors
to lookout for up-gradation and absorption of technology. Your
Company also spends continuously on research and development.
Your Directors are glad to inform the members that your Company
is a net foreign exchange earner. The relevant details as required
to be disclosed with respect to Energy Conservation, Technology
Absorption and Foreign Exchange Earnings and Outgo pursuant to
Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014 are given in Annexure - II
and forms integral part of this Report.

number of board meetings

During the year 2024-25, the Board of Directors met four
times on 09.05.2024, 22.07.2024, 07.11.2024 and 27.01.2025.

The details of number of Board Meetings and the attendance
of the Directors are provided in the Corporate Governance
Report forming part of the Board’s Report. The frequency and
intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013, Listing Regulations
and Secretarial Standards-1 issued by the Institute of Company
Secretaries of India (ICSI).

committees

The Company has constituted Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship

Committee, Risk Management Committee and Corporate Social
Responsibility Committee. The details of the committees have
been given in the Corporate Governance Report which is integral
part of the Board’s Report. All the recommendations of the Audit
Committee were accepted by the Board. No employee was
denied access to the Chairperson of Audit Committee.

related party transactions

The details of Related Party Transactions during the financial
year are provided in note no. 32 of financial statements. All the
related party transactions entered during the year are entered
on arm’s length basis and in the ordinary course of business.
During the period under review, the Company had not entered
into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the Policy
on Materiality of and Dealing with Related Party Transactions.
The Company has complied with all the applicable provisions of
the Companies Act, 2013 and Listing Regulations in this regard.
There were no transactions requiring disclosure under Section
134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not
form a part of this Annual Report.

The Policy on Related Party transactions is available
at the website of the Company under the link https://
nitinspinners.com/wp-content/uploads/2024/12/Related-Party-
Transaction-Policy.pdf.pdf

loans, guarantees or investments

During the year under review, the Company has neither given
any Loan, Guarantee or provided security in connection with a
loan nor has made any Investments under Section 186 of the
Companies Act, 2013.

public deposits

During the period under review, your Company has not accepted
any public deposit within the meaning of provisions of section 73
of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 and there is no outstanding deposit due
for re-payment. Further, no amount has been borrowed from the
Directors of the Company.

vigil mechanism/whistle blower policy

In pursuance of Section 177 (9) of the Companies Act, 2013
and the regulation 22 of the Listing Regulations and with the
objective of pursuing the business in a fair and transparent
manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior and to encourage
and protect the employees who wish to raise and report their
genuine concerns about any unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct, the
Company has adopted a Whistle Blower Policy. The policy has
been disclosed on the website of the Company under the link
https://nitinspinners.com/wp-content/uploads/2024/09/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

During the year under review, there was no instance of fraud and
no whistle blower event was reported.

nomination, remuneration & evaluation
policy and evaluation

Pursuant to provisions of Section 178 of the Companies Act, 2013
and Regulation 19 read with Schedule II Part D of the Listing
Regulations the Board of Directors have approved Nomination,
Remuneration & Evaluation Policy inter-alia containing the
criteria for appointment, remuneration & evaluation of the
Directors, Key Managerial Personnel & Senior Management
Personnel. During the year, the Nomination and Remuneration
Committee reviewed the performance of Individual Directors.
The Board reviewed the performance of Individual Directors,
Committees and Board itself and expressed its satisfaction on
the same. The Independent Directors in their separate meeting
have reviewed the performance of non-independent directors,
Chairperson and Board as a whole along with review of quality,
quantity and timeliness of flow of information between Board
and management and expressed their satisfaction over the
same. The manner in which evaluation has been carried out
is explained in the Corporate Governance Report which is
integral part of this report. The Nomination, Remuneration &
Evaluation Policy is available under the link https://nitinspinners.
com/wp-content/uploads/2024/09/Nomination-Remuneration-
and-Evaluation-Policy.pdf During the year no amendment was
made in the Policy.

In terms of provisions of section 178(4) of the Companies Act,
2013 the Salient features of the Policy are given in Corporate
Governance Report which is integral part of the Annual Report.

risk management policy

The Company has adopted a Risk Management Policy with
the objective of ensuring sustainable business growth with
stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business.
The detailed Risk Management framework has been provided
in the Management Discussion and Analysis Report of the
Company which is integral part of the Annual Report. The Policy
is available under the link https://nitinspinners.com/wp-content/
uploads/2024/09/Risk-Management-Policy.pdf

particulars of employees & analysis of
remuneration

The information about employees and analysis of remuneration
as required under Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are enclosed as Annexure - Ill

annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2025 is available on the

Company’s website under the link https://nitinspinners.com/wp-
content/uploads/2025/07/Annual-Return-MGT-7-2024-25.pdf

internal financial control

The Company has laid down Internal Financial Controls that
include a risk-based framework to ensure orderly and efficient
conduct of its business, safeguarding of its assets, accuracy
and completeness of the accounting records and assurance
on reliability of financial information. The Company maintains
adequate and effective internal control systems commensurate
with its size and complexity. An independent internal audit function
is an important element of the Company’s internal control systems.
This is executed through an extensive internal audit programme
and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and
effectiveness of the internal financial control systems laid down by the
management. The Statutory Auditors have confirmed the adequacy
of the internal financial control systems over financial reporting.

Further, details of internal control systems are given in the
Management Discussion and Analysis which forms part of
this Annual Report.

compliance with the provisions of sexual
harassment of women at workplace
(prevention, prohibition and redressal)
act, 2013

In line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013,the Company has in place a Policy and constituted an
internal complaints committee to redress complaints regarding
sexual harassment of women at workplace. The committee has
informed following status of complaints during the year:-

(a) Number of complaints of sexual harassment received
during the year : Nil

(b) Number of complaints disposed-off during the year : Nil

(c) Number of complaints pending for more than 90 days : Nil

(d) Number of complaints pending at the end of the year : Nil

business responsibility and sustainability
report

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business
Responsibility and Sustainability Report for the financial year ended
31st March, 2025 is attached herewith and forms part of the report.

other disclosures

There are no material changes and commitments affecting the
financial position of the Company which has occurred between
the end of the financial year and the date of the report.

There is no change in the nature of business of the Company
during the year under review.

The Company has complied with all the applicable Secretarial
standards issued by the Institute of Company Secretaries of India.

The Company does not have any subsidiary, joint venture &
associate company.

No significant and material order has been passed during the
year by the regulators or courts or tribunals which can impact
the going concern status and Company’s operations in future.

No unclaimed dividend or shares are overdue for transfer to
Investor Education & Protection Fund (IEPF) in terms of provisions
of Companies Act, 2013. The year wise details of Unclaimed/
Unpaid Dividend are available at the website of the Company
under link https://nitinspinners.com/investor-relations/company-
announcements/unclaimed-dividends/

The authorized share capital of the Company is H 60 Crores and
the issued, subscribed and paid-up Equity Share Capital as on
March 31, 2025 was H 56.22 crore and there was no change in the
Share Capital of the Company during the Financial Year 2024-25.

The detail of Credit Rating and Familiarization Programs has
been given in Corporate Governance Report which is integral
part of the Board’s Report.

No application is made and no proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(IBC Code) and there is no instance of one-time settlement of the
Company with any bank or financial institution.

The Company is compliant with the provisions of Maternity
Benefits Act, 1961.

Certain disclosures are common under Companies Act, 2013 and
Listing Regulations and the same are disclosed in the Corporate
Governance Report forming part of this Report.

The disclosures other than made above are either nil or not
applicable on the Company.

directors’ responsibility statement

Pursuant to sub-section 3 (c) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company hereby state
and confirm that:

(i) in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting frauds and
other irregularities,

(iv) they have prepared the Annual Accounts on a going
concern basis;

(v) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

acknowledgements

Your Directors take this opportunity to thank all stakeholders
including Members, Bankers, Business Partners/Associates,
Central and State Governments for their consistent support and
co-operation extended to the Company and for trust reposed
on us. We also acknowledge the significant contribution made
by the employees by their dedication and hard work. We look
forward to have the same support in our endeavor to help the
Company to grow faster.

For and on Behalf of the Board of Directors
Dinesh Nolkha Nitin Nolakha

Place : Hamirgarh, Bhilwara Chairman & Managing Director Managing Director

Date : 05th August, 2025 (DIN - 00054658) (DIN - 00054707)

Registered Office :

16-17 KM Stone, Chittor Road,

Hamirgarh, Bhilwara - 311025