To
The Members
Your Directors' have pleasure in presenting the 34th
Annual Report of the company together with the Audited statement of Accounts for the year
ended 31st March 2026.
FINANCIAL RESULTS:

  

    
SL.NO PARTICULARS
    
2025-26
    
2024-25
  
  

    
01 Gross Income
    
6419.54
    
6213.10
  
  

    
02 Finance Charges
    
156.63
    
143.46
  
  

    
03 Provision for Depreciation
    
265.49
    
262.84
  
  

    
04 Net Profit before Tax
    
(127.52)
    
(371.27)
  
  

    
05 Provision for Tax
    
(158.98)
    
(34.59)
  
  

    
06 Net Profit/(Loss) after Tax
    
31.46
    
(336.68)
  
  

    
07 Total Comprehensive Income
    
(1.58)
    
(359.48)
  

STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company had achieved a sales turnover
of Rs 6351.02 lakhs as against Rs. 6170.59 lakhs made during the previous year. For the
year 2025-26 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, Smt K V Naga Lalitha (DIN: 02223430), Directors retired by rotation and being
eligible was 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 Vijayulu Reddy Kaliki (DIN: 03154329) is being re-appointed as an
Independent Director for a second term period of 5 (Five) years effective from 9th
November, 2026 subject to approval of members at ensuing Annual General Meeting.
There was no other change in the composition of Board of Directors or
Key Managerial Personnel of the Company during the year under review.
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 four 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 R Siva Kumar, Independent Director
> Smt K V Naga Lalitha, Non-Executive Director.
AUDITORS:
Statutory Auditors: At the 30th Annual General Meeting held on 6th
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 2025-26 and the report is attached to this Directors'
Report vide ANNEXURE-1.
ANNUL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year 2025-26 for
all applicable compliances as per Securities and Exchange Board of India's
regulations and circulars / guidelines issued thereunder. The Annual Secretarial
Compliance Report pursuant to Regulation 24A of the LODR Regulations has been issued by
M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Secretarial Auditors of the
Company.
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:
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 8th June, 2018 & 30th
November, 2018 mandated that Share transfer shall be mandatorily carried out in
dematerialized form only w.e.f. from 1st 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:
Management Discussion and Analysis Report for the year under review, as
per Regulation 34(2)(e) of the LODR Regulations, is presented in a separate section and
forms a part of the Annual 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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment at workplace which is in line with the requirements of the
Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules made thereunder ("POSH"). All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. The Company has constituted an
Internal Committee for its Head Office and branches under Section 4 of the captioned Act.
No complaint was received by these committees during the year under review.

  

    
Particulars
    
Nos.
  
  

    
Number of complaints of sexual harassment received in the
    year
    
Nil
  
  

    
Number of complaints disposed off during the year
    
Nil
  
  

    
number of cases pending for more than ninety days
    
Nil
  

The Company has filed an Annual Report with the concerned Authority.
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, 2026 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 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 2025-26 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 31st March 2026 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
> The Company is in compliance with the provisions relating to the
Maternity Benefits Act, 1961. 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
  
  

    
Place: Hyderabad
    
Sd/-
    
Sd/-
  
  

    
Date: 22.05.2026
    
K Vijay Kumar
    
K Sriram
  
  

    

    
Managing Director
    
Joint Managing Director
  
  

    

    
DIN: 00769568
    
DIN: 05103429