Your Directors’ have pleasure in presenting the 33^rd Annual Report of the company together with the
Audited statement of Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

(Rs. in Lakhs)

STATE OF COMPANY’S AFFAIRS:

During the year under review, the Company had achieved a sales turnover of Rs 6170.59 lakhs as against
Rs. 6125.75 lakhs made during the previous year. For the year 2024-25 the company incurred loss due to
inadverse conditions prevalent and is expecting to see positive results in the future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and Articles of Association of the Company the Board is duly
constituted. During the financial year under review, Sri R Siva Kumar (DIN: 01791576) and Smt K V Naga
Lalitha (DIN: 02223430), Directors retired by rotation and being eligible were reappointed.

Smt K V Naga Lalitha (DIN: 02223430), Director is subject to retirement by rotation at the ensuing
Annual General Meeting and being eligible offered herself for re-appointment and the same is placed
before the members for approval.

Sri K Vijay Kumar (DIN: 00769568) was re-appointed as the Managing Director w.e.f 1^st April 2024 and Sri
K Sriram (DIN: 05103429) had been designated as the Joint Managing Director w.e.f 1^st July, 2024. There
are no other changes to the composition of the Board.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

? In the preparation of Annual Accounts, the applicable Indian accounting standards had been
followed and there are no material departures from the same.

? The Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give true and fair view of
the state of affairs of the company at the end of the financial year and the profit and loss of the
company for that period.

? 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 fraud and other irregularities.

? Annual accounts were prepared on a going concern basis., and

? Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

? The proper system was devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from all Independent Directors under section
149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section
149(6) of the Companies Act, 2013.

BOARD MEETINGS:

The Board met six times during the year under review and the particulars of meeting held and attended
by each Director are detailed in the Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy lays down the criteria for determining qualifications, positive attributes,
Independence of a director and other matter as provided under sub-section (s) of section 178 of the
Companies Act, 2013.

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the
independence of the Board in terms of the provisions of Section 178 of the Companies Act, 2013. The
Board consists of one Executive Director and four Non-Executive, Non-Independent Directors in addition
to four independent Directors as on the closure of financial year. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company constituted the Audit
Committee with the following directors.

> Sri K. Vijayulu Reddy, Independent Director & Chairman.

> Sri K. V. Prasad, Independent Director

> Smt K V Naga Lalitha, Non-Executive Director.

AUDITORS:

? Statutory Auditors: At the 30th Annual General Meeting held on 6^th day of September 2022, M/s T
Mohan & Associates, Chartered Accountants were re-appointed as Statutory Auditors of the Company
to hold office for a period of five consecutive years commencing from the financial year 2022-23. In
this regard, the Company has received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of section 141 of the Companies Act,
2013.

? Secretarial Auditors: M/s Puttaparthi Jagannatham & Co., Company Secretaries, Hyderabad, are
the Secretarial Auditors appointed by the Board of Directors of the Company for the year 2024-25
and the report is attached to this Directors’ Report vide ANNEXURE-1.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The Company has not denied
access to any personnel to approach the management on any issue.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:

Details of Loans, Guarantees and investments covered under the provisions of section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were in the ordinary course and arm’s length basis. There are no
material transactions; hence disclosure under Form AOC-2 is not required.

PARTICULARS OF EMPLOYEES AS PER THE RULE-5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014.

There is no employee who was in receipt of remuneration in excess of the limits specified.

The information required pursuant to section 197 of the of the Companies Act, 2013 read with Rule 5(1)
of the companies (Appointment and Remuneration of Managing personnel) Rules, 2014 and companies
(particulars of employees) Rules, 1975, in respect of employees of the company and Director is given in
a separate annexure to this report vide ANNEXURE-2.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Information required under section 134(3) (m) of the of the Companies Act, 2013 read with Rule 8 of the
companies (Accounts) Rules, 2014 is given in ANNEXURE-3.

RISK MANAGEMENT POLICY: ^a

The Company has been addressing various risks impacting the company and the policy of the Company
on risk management is set out in the Management Discussion and Analysis which forms part of this
report.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity
with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth
Amendment) Regulations, 2018, vide Gazette notification dated 8^th June, 2018 & 30^th November, 2018
mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from
1^st April, 2019. In view of the numerous advantages offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories
mentioned as aforesaid.

BOARD EVALUATION:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The evaluation process has been explained in the Corporate
Governance report section in this Annual Report. The Board approved the evaluation results as collated
by the nomination and remuneration committee. None of the Independent Directors are due for re¬
appointment.

ANNUAL RETURN:

The Annual Return of the company has been placed at the website of the company and can be accessed
at http://adityaspinners.net/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulations a statement on the Management Discussion and Analysis Report
is attached to this Report vide ANNEXURE-4.

CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate
Governance is included as a part of this report. Certificate from the Secretarial Auditors of the company
M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, confirming the compliance with
the conditions of Corporate Governance as stipulated under above regulations is included as parts of this
report vide ANNEXURE-5.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The aforementioned clause is not applicable to the Company during the financial year ended as on 31st
March, 2025 as the Company has not taken any loan from the banks or financial institutions under the
above-mentioned scheme and accordingly there is no instance of one time settlement.

Your Directors’ state that no disclosure or reporting is required in respect of the following items as they
are not apprised there were no transactions on these items during the year under review.

> Details relating to deposits covered under chapter 5 of the Act.

> No significant or material orders were passed by the Regulators or courts or tribunal which impact
two going concern status and the company’s operations in future.

> There are no such instances of frauds reported by Auditors under Section 143(12) and hence the
reporting clause is not applicable to the Company.

> No cases were filed pursuant to the sexual harassment of women at workplace (prevention,
prohibition and Redressal) Act, 2013 as per the internal complaints committee (ICC).

> No Dividend was recommended by the Board.

> Your Directors’ do not propose to carry any amount to General Reserve Account. ’

> No Issue of equity shares with differential rights as to Dividend, voting or otherwise.

> No Issue of shares to employees of the company under any revenue.

> Corporate social responsibility policy is not applicable for the year under report.

> The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government

> The Company has maintained cost records under Section 148(1) of the Companies Act, 2013.
However, Cost Audit is not applicable

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial
year ending March 31, 2025

> There is no change in the nature of the business of the company during the year under report.

> There were no such companies which have come or ceased to be the company’s subsidiaries, joint
ventures or associate companies during the year.

> There were no significant material events occurred between the closure of the books of accounts for
the year 2024-25 and the date of this report.

> The company has adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31^st March 2025
based on the internal controls over financial reporting.

> During the period under review, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the support and co¬
operation received from the various departments of the Government, Bankers, suppliers, customers and
shareholders.

The Directors also wish to place on record, their appreciation for the committed services of the
company’s employees.

For and on behalf of the board

For ADITYA SPINNERS LIMITED

Sd/- Sd/-

K Vijay Kumar K Sriram

Managing Director Joint Managing Director

DIN: 00769568 DIN: 05103429

Place: Hyderabad
Date: 30.05.2025