Amit International Ltd Directors Report

To, The Members of

AMIT INTERNATIONAL LIMITED

Your directors have pleasure in presenting Thirty-One Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2025.

1. Financial Highlights:

(Rs. in Lakhs)

Particulars	Standalone
	2024-25	2023-24
Income from Operations	42.42	39.37
Expenses	26.12	30.74
Profit before exceptional items, extraordinary items and tax	16.30	8.63
Exceptional item and extraordinary items	0.00	0.00
Profits before Tax	16.30	8.63
Tax expense	3.73	1.95
Profit/ (Loss) after Tax	12.57	6.68
Earnings per equity share (face value of Rs. 10 each)	0.066	0.035

Standalone Performance:

During the financial year 2024-25, the Company delivered a strong performance, reflecting resilience and efficient operational management in a competitive environment. On a standalone basis, the total income from operations increased to %42.42 crore as compared to 39.37 crore in the previous financial year 2023-24, registering a year-on-year growth of approximately 7.75%. This growth was primarily driven by enhanced sales volumes and improved market penetration.

The Company achieved a significant reduction in total expenses, which declined from %30.74 crore in FY 2023-24 to %26.12 crore in FY 2024-25 a decrease of approximately 15%. This reflects better cost optimization strategies and operational efficiencies adopted during the year.

As a result, the Profit Before Tax more than doubled, increasing from %8.63 crore in FY 2023-24 to 216.30 crore in FY 2024-25. After accounting for tax expenses of 23.73 crore (as against %1.95 crore in the previous year), the Profit After Tax (PAT) stood at %12.57 crore, a remarkable growth of around 88% compared to %6.68 crore in the preceding year.

The Earnings Per Share (EPS) improved significantly from %0.035 in FY 2023-24 to 20.066 in FY 2024-25, reinforcing the Companys improved profitability and value generation for shareholders.

2. Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.

3. Dividend:

The Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the Company. The company main object is manufacturing and exporting in textile products.

5. Share Capital:

The Authorised Share Capital of the company as at the end 31st March 2025 was Rs. 20,00,00,000/- there is no change in the Authorised Share Capital during the year under review.

The Paid-up Share Capital of the company as at the end 31st March 2025 was yRs. 18,94,77,000/-. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

6. Extract of Annual Return:

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on the Companys website and can be accessed at http: //www.amitinternational.in & Extracts of the Annual return in form MGT-7 for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed at http://www.amitinternational.in/ .

7. Subsidiaries, Joint Ventures and Associate Companies:

There is no Subsidiaries, Joint Ventures and Associate Companies as on 31st March 2025.

8. Details of Directors and Key Managerial Personnel

Name and Address	Designation	Appointment	DIN
1. Kirti Jethalal Doshi	Managing Director	18/02/1994	01964171
2. Naresh Nanalal Vaghani	Independent Director	30/03/2017	07780209
3. Rupa Ramnikbhai Zaveri	Independent Director	06/11/2017	07977631
4, Sheetal Ganatra	Independent Director	20/11/2024	10832603
5. Somnath Vaijnath Kumbhar	Independent Director	20/11/2024	10777988
6. Mayank Prakashbhai Jain	Chief Financial Officer	18/07/2020	NA
7. Payal Bhanwarlal Rathi	Company Secretary	01/12/2020	NA

Change in Composition of Board of Director during the year under review:

> Appointment of Ms. Sheetal Ganatra as a Non-Executive Independent Director w.e.f. 20/11/2024.

> Appointment of Mr. Somnath Vaijnath Kumbhar as a Non-Executive Independent Director w.e.f. 20/11/2024.

>? Resignation of Mr. Naresh Nanalal Vaghani from the post of directorship w.e.f. 20/11/2024.

>? Resignation of Ms. Rupa Ramnikbhai Zaveri from the post of directorship w.e.f. 20/11/2024.

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Kirti Jethalal Doshi is liable to retire by rotation and being eligible has offered herself for re- appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

9. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

10. Corporate Governance:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate governance provisions are applicable to your Company as the Companys paid up Equity Share Capital does exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2024. Since the company paid up share capital is Rs. 18,94,77,000 thereby exceeding the Limit required therefore the company has complied with all the regulation of corporate governance the details of same is mentioned in the report attached as Annxure-1.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. Mayur More& Associates Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

11. Number of Board Meetings:

During the Financial Year 2024-25, Seven meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

Date of Meeting	Total strength of the Board	No. of Directors Present
30-05-2024	3	3
14-08-2024	3	3
04-09-2024	3	3
11-11-2024	3	3
13-11-2024	3	3
20-11-2024	3	3
13-02-2025	3	3

The necessary quorum was present for all the meetings. The attendance of Director is mentioned below:

Name of Director	Category	No. of Meeting entitled to attend	No of Meeting attended by Director	Last AGM Attended
Kirti Jethalal Doshi	Managing Director	7	7	Yes
Naresh Nanalal Vaghani	Independent Director	5	5	Yes
Rupa Ramnikbhai Zaveri	Independent Director	5	5	Yes
Sheetal Ganatra	Independent Director	2	2	NA
Somnath Vaijnath Kumbhar	Independent Director	2	2	NA

12. Committees of the board:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

> Audit Committee,

> Nomination & Remuneration Committee and

> Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing regulations”) are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance of the company which forms part of this Annual Report

13. Particulars of Loan, Investments Guarantees and Securities under Section 186

The Complete details of Loan, Investments Guarantees and Securities covered under section 186 of The Companies Act, 2013 as attached in the financial statement and notes there under.

14. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus the company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements Note No. 16 in accordance with the Accounting Standards.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companys website at the link

http://www.amitinternational.in/investors/code-of-fair-disclosure This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

15. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has introduced various measures to reduce energy consumption and install the latest technologies.

(a) CONSERVATION OF ENERGY

(i) the steps taken or impact -NA on conservation of energy

(ii) the steps taken by the .The Company has not taken any alternate sources of company for utilizing energy. alternate sources of energy

(iii) the capital investment on The Company does not have any proposal for additional energy conservation investment in this regard. equipments

(B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption	NA
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NA
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Company has not imported any technologies during the year
(a) the details of technology imported	NA
(b) the year of import;	NA
(c) whether the technology been fully absorbed	NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv) the expenditure incurred on Research and Development	NA

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

16. Internal Control and System The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. 17. Managerial Remuneration:

a. Remuneration to Directors and Key Managerial Personnel

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure-2.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided “Annexure-3” and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY25.

19. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as 31st March, 2025.

20. Disclosure on Establishment of a Vigil Mechanism:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the Company and the web link to the same is http: //www.amitinternational.in/

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013: The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are reported by any employee pertaining to sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

22. Code for prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employee have confirmed compliance with the Code.

23. Fraud Reporting (Required by Companies Amendment Bill, 2014): No Fraud reported / observed during the financial year 2024-25.

24. AUDITORS

Statutory Auditors:

Vinod & S. Mehta & Co., Chartered Accountant (FRN.: 111524W) were appointed as statutory auditors of the company in the 29% Annual General Meeting for the period of Five Years. Currently.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7 May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s Vinod & S. Mehta & Co.., Chartered Accountant (FRN.: 111524W) on the financial statements of the Company for the Financial Year 2024-25 is a part of the Annual Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Mayur More

& Associates Company Secretaries (Membership No. F8276) in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure -4 and forms part of this Report.

Key Audit Matter	Management Reply
1. Regulation 33 of SEBI (LODR) Regulations, 2015- The Company has not complied with the provision and delayed in uploading the financial results in PDF as well as XBRL format for the period/ year ended June 30, 2024.	Management has filed financial result in delay due some technical error in the Server of the company.
2. Regulation 31 of SEBI (LODR) Regulations, 2015- The Company has not submitted Shareholding Pattern in XRBL Mode for the quarter ended 30% June, 2024.	Management has not submitted the Shareholding Pattern for the quarter ended 30" June, 2024 delay due to not received data from the RTA.
3. Regulation 76 of SEBI (LODR) Regulations, 2015- The Company not submitted the Reconciliation of Share Capital Audit Report for the quarter/ period ended 30 June 2024.	Management has not submitted the Reconciliation of Share Capital Audit for the quarter ended 30 June, 2024 delay due to not received data from the RTA.
4. Regulation 76 of SEBI (LODR) Regulations, 2015- The Company has not submitted the Reconciliation of Share Capital Audit Report for the quarter/period ended 30% September 2024.	Management has not submitted the Reconciliation of Share Capital Audit for the quarter ended 30t September, 2024 delay due to not received data from the RTA.
5. Regulation 27 (2) of SEBI (LODR) Regulations, 2015- The Company has not submitted the Corporate Governance for the quarter ended 30th June 2024.	Management has clarified that compliance officer of the company is resigned from the company.
Regulation 27 of SEBI (LODR) Regulations, 2015- The Company has not submitted the Corporate Governance for the quarter ended 30th September 2024.	Management has clarified that compliance officer of the company is resigned from the company.
Regulation 76 of SEBI (LODR) Regulations, 2015- The Company has not submitted the Reconciliation of Share Capital Audit Report for the quarter/ period ended 31st December 2024.	Management has not submitted the Reconciliation of Share Capital Audit for the quarter ended 31st December 2024 delay due to not received data from the RTA.
8. Regulation 27 (2) of SEBI (LODR) Regulations, 2015- The Company has not submitted the Corporate Governance for the quarter ended 31st December 2024.	Management has clarified that compliance officer of the company is resigned from the company.
9. Regulation 31 of SEBI (LODR) Regulations, 2015- The Company has not submitted Shareholding Pattern in XRBL quarter Mode for the ended 31s December, 2024.	Management has not submitted the Shareholding Pattern for the quarter ended 31st December, 2024 delay due to not received data from the RTA.

25. Material Changes and Commitments

During the year under review the Company there is no changes and commitment that affect the financial position of the Company.

26. Material Changes and Commitment after the end of financial year upto the date to report

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

27. Compliance With Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

28. Deposits: i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

29. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

30. Corporate Social Responsibility

Since the Net Worth of the company is below Five Hundred crores, Turnover of the company is below One thousand crores, Net Profit of the company is below Five crores. The provision of Section 135 of The Companies Act, 2013 are not applicable to the company and hence the company is not required undertake any corporate Social Responsibility (CSR) initiatives.

31. Proceedings Pending Under the Insolvency and Bankruptcy Code,2016 No application has been made or any proceeding is pending under the IBC, 2016. 32. Difference In Valuation

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

33. Stock Exchange:

The Companys equity shares are listed at BSE Limited - AMITINT 531300 INE053D01015.

34. Details of Significant and Material Orders Passed by The Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals impacting the going concern status and Companys operations in future.

35. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable Ind-AS had been followed along with proper explanation relating to material departures; b. The directors had selected such accounting policies and applied 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 as at 31st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

REGISTERED OFFICE	For & on behalf of the Board of Directors
	AMIT INTERNATIONAL LIMITED
	KIRTI JETHALAL DOSHI
A/403, Dalamal Chambers, New Marine	Managing Director
Lines, Mumbai, Maharashtra, India, 400020	DIN: 01964171
Place: Mumbai
Date: