Aditya Spinners Ltd Directors Report

STATE OF COMPANYS 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 202425 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 reappointment and the same is placed before the members for approval.

Sri K Vijay Kumar (DIN: 00769568) was reappointed 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.

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy lays down the criteria for determining qualifications, positive attributes,

Independence of a director and other matter as provided under subsection (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 NonExecutive, NonIndependent 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, NonExecutive Director.

Statutory Auditors: At the 30th Annual General Meeting held on 6^th day of September 2022, M/s T Mohan & Associates, Chartered Accountants were reappointed as Statutory Auditors of the Company to hold office for a period of five consecutive years commencing from the financial year 202223. 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 202425 and the report is attached to this Directors Report vide ANNEXURE1.

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.

All transactions with related parties were in the ordinary course and arms length basis. There are no material transactions; hence disclosure under Form AOC2 is not required.

PARTICULARS OF EMPLOYEES AS PER THE RULE5(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 ANNEXURE2.

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 ANNEXURE3.

RISK MANAGEMENT POLICY:

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.

Your Companys 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 Companys 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 reappointment.

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

As required under the Listing Regulations a statement on the Management Discussion and Analysis Report is attached to this Report vide ANNEXURE4.

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 ANNEXURE5.

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 abovementioned 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 companys 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 companys 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 202425 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

Your Directors take this opportunity to express their sincere appreciation for the support and cooperation 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 companys employees.

For and on behalf of the board For ADITYA SPINNERS LIMITED

Ratio of remuneration of each Executive Director to the median remuneration of the Employees of the company for the financial year 202425, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 202425.

Note:

The NonExecutive Directors of the Company are entitled for sitting fee and commission as per the statutory provisions and within the limits approved by the shareholders. The details of remuneration of NonExecutive Directors are provided in the Corporate Governance Report and are governed by the Differential Remuneration Policy as detailed in the said report. The ratio of remuneration and percentage increase for NonExecutive Directors Remuneration is therefore not considered for the purpose above. Percentage increase in remuneration indicates annual target total compensation increases, as approved by the Nomination and Remuneration committee of the Company during the financial year 20242025. An employee for the purpose above includes all employees excluding employees governed under collective bargaining.

The percentage increase in the median remuneration of Employees for the financial year was NIL The Company has 286 permanent Employees on the rolls of Company as on 31^st March, 2025.

Relationship between average increase in remuneration and companys performance:

Every year, the salary increase for the Company is decided on the basis of a benchmarking exercise that is undertaken with similar profile organisations. The final salary increases given are a function of Companys market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance. Salary increase during the year was in line with Companys performance as well as pre Companys market competitiveness.

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

In line with Companys reward philosophy, merit increase and annual bonus payouts of its Employees including Key Managerial Personnel are directly linked to individual performance as well as that of the business. Given the superior business performance and the performance rating of the Key Managerial Personnel, appropriate reward by way of merit increase or variable pay have been awarded to the Key managerial Personnel for the current year. This was duly reviewed and approved by the Nomination and Remuneration Committee of the Company. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was NIL whereas the increase in the managerial personnel remuneration was 20%. The average increases every year is an outcome of Companys market competitiveness as against its peer group companies.

The key parameters for any variable component of remuneration:

Package for all Employees including Executive Directors, Annual Bonus is directly linked to an individual performance rating and business performance. At the start of the year, every Employee (including Executive Directors), have key targets assigned for the year in addition to their job fundamentals. These are drawn from the organisational strategic plan and are then reviewed for consistency and stretch, Business targets are a combination of goals such as Underlying Volume Growth, Underlying Sales Growth, Core Operating Margin etc. The ratio of the remuneration of the highest and Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year is not applicable. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

Information conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in the Annexure B to this report.

CONSERVATION OF ENERGY

Energy Conservation Measures are taken regularly and energy audits are being internally conducted and efforts are being made to improve the performance of DG sets with the help of suitable additives. Additional investment and proposals, if any, being implemented for reduction in consumption of energy: Nil Impact of measures of (a) and (b) above for reduction in energy consumption and consequent impact on the cost of production of goods: Being studied. Total energy consumption and energy consumption per unit of production as per Form A of the Annexure to the Rules in respect of industries specified in the schedule thereto:

For and on behalf of the board For ADITYA SPINNERS LIMITED

Sd/ Sd/ K Vijay Kumar K Sriram