42nd Annual Report 2025/26

a ios ANNUAL REPORT 2025 - 2026 SPINNNNIINNGG MILLS LTD. MILLSLTD._ NIWAS SPINNING MILLS LIMITED CIN - L17110PN1984PLC032702 FORTY SECOND ANNUAL REPORT AND ACCOUNTS —2025-2026 BOARD OF DIRECTORS Shri. V. R. Jaju Managing Director Shri. A. V. Jaju Director Shri M. R. Daga Director COMPANY SECRETARY Shri. Anil K. Somani REGISTERED & ADMINISTRATIVE OFFICE 406/A, West Mangalwar Peth, Solapur —413 002. Website : www.niwasmill.com E-mail: niwas_mill@rediffmail.com BRANCH B-2/2, M.LD.C. Solapur —413 006. AUDITORS ABNJ&Co. 302 Nav Vivek Indl. Estate Mogal Lane, Behind Johnson & Johnson Mahim (W), Mumbai — 400 016. BANKERS Neelkanth Co-op Bank Ltd. Vikas Sahakari Bank Ltd. Canara Bank REGISTRAR & TRANSFER AGENT Purva Sharegistry (India) Pvt Ltd. Unit no. 9, Shiv Shakti Industrial Estate, JR. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E). Mumbai —400 011 Website : www.purvashare.com E-mail : support@purvashare.com NIWAS SPINNING MILLS LIMITED CIN L17110PN1984PLC032702 REGISTERED OFFICE: 406/A, (W) MANGALWAR PETH, CHATI GALLI SOLAPUR - 413 002. DIRECTORS’ REPORT To the Members, Your Directors have pleasure in presenting their 42"! Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2026 1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY: The sale during the year under report was Rs. 65.92 Lakhs. Even though there was sluggish market and cut throat competition, the Company achieved its revenue from operations of Rs. 65.92 Lakh as compared to Nil for the previous financial year. Your Directors are hopeful of Company’s revival and working on taking specific measures to overcome the situation. ¢ Financial Highlights : (Amt. in Lacs) For the year For the year ended ended 315' March, 31 March, 2026 2025 Sales 65.92 = Other Income TT222 20.36 Total Income 838.14 20.36 Profit / (Loss) before interest, depreciation, 779.70 313 exceptional item & tax Less : e Financial Cost 0.15 0.31 ¢ Depreciation 0.67 0.35 Profit / (Loss) before exceptional items & taxes 7178.88 2.47 Less : Exceptional items (Net) 58.33 -- | Profit/(Loss) before tax (A) 720.55 2.47 | Tax Provision 10.00 Nil | Profit / (Loss) after tax 710.55 2.47 | Profit/(Loss) from discontinuing operations Nil Nil Tax expense of discontinuing operations -- -- Profit/(Loss) from Discontinuing operations 710.55 2.47 Net Profit/(Loss) for the period (C) = (A)+(B) 710.55 2.47 2. DIVIDEND: In view of the accumulated losses and for conservation of resources, your Directors decided not to recommend any dividend for the financial year under review. 3. RESERVES: Your Company did not transfer any amount to the Reserves. 4. BRIEF DISCRIPTION OF COMPANY’S WORKING: Company operates in one segment i.e. Textiles, There is no division of the Company. Industry Structure and Business Overview: The textile industry plays a crucial role in the Indian economy. It has a significant weight in the industrial production. The Company enjoys the excellent relationship with its customers, which has been built over the years by strictly adhering to delivery schedules maintaining consistent quality and providing prompt after sales service. Risk Management: The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures which is periodically reviewed by the Board. Segment-wise Performance: The Company is having only one segment i.e. Textile. Financial Performance: The sale during the year under report is Rs. 65.92 Lakhs. Due to the cost effectiveness and appropriate allocation of resources your Company has earned the profit after interest, depreciation and tax of Rs.778.88 Lakhs. in the period under report. Human Resources: The Company continues to lay emphasis on developing and facilitating optimum human performance. Health & Safety: Your Company provides and maintains, so far as practicable equipment, systems and working conditions which are safe and without risk to the health of all employees, visitors, contractors and public. Management has maintained its strong commitment to a safe environment in its operations throughout the year. The Company is well aware of the relation-ship between the textile production and related environment issues, Quality initiatives The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Cautionary Statement: This annual report and accounts contains certain statements with respect to the financial condition, results, operations and businesses. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. 5. NUMBER OF MEETINGS OF THE BOARD: During the year, Six (06) Board Meetings were convened and held on 30-05-2025, 14-08- 2025, 03-09-2025, 14-11-2025, 13-12-2025 and 14-02-2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and all the Directors had attended all the Meetings. 6. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: In terms of the information required under Sub-section (3)(1) of Section 134 of the act it is to be noted that no material Changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. 7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations. 8. DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED / RESIGNED DURING THE FINANCIAL YEAR: During the year under report, there was no change in the composition of Board of Directors of ‘Your Company. However, during the year under review, Mr. Anil K. Somani (ACS 36055), Qualified Company Secretary was appointed as the Company Secretary of the Company. Pursuant to the Provisions of the Companies Act, 2013, Mr. Mitesh R. Daga (DIN: 00082175) retires by rotation and being eligible offers himself for re-appointment. 9. INTERNAL CONTROLS SYSTEM AND THE ADEQUACY: In order to attain the corporate objectives, strict internal controls systems were implemented across the organization. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggest streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively. 10. _COMPANY’S _ POLICY ON _ DIRECTORS’ APPOINTMENT AND REMUNERATION: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive _ attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by rule 5 of Companies (Appointment and Remuneration of Manageria [Showing first 8,000 characters — download PDF for full document]