AYM Syntex Director Discussions


Dear Shareholders,

Your Directors are pleased to present 40 Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Standalone

Consolidated

Parculars

2022-23 2021-22 2022-23
*Revenue from operaons 1,45,778.22 1,49,145.95 1,45,778.22
Other Income 786.85 435.91 786.85
Total revenue 1,46,565.07 149,581.86 1,46,565.07
EBIDTA 10,314.85 16,606.47 10,314.32
EBIDTA Margin (%) 7.08 11.10 7.08
Finance Costs 3,599.41 3,593.89 3599.42

Depreciaon and amorzaon expense

5,651.87 5,055.83 5651.87

Pro t before tax

1,063.57 7,956.76 1063.03
Current Tax 435.59 1,403.55 435.59
Deferred tax (88.76) 1,471.78 (88.76)

Pro t aer tax

716.74 5,081.43 716.20

Other comprehensive income for the year, net of tax

74.92 13.06 74.92

Total comprehensive income for the year

791.66 5,094.49 791.12
Earnings per share (Basic) 1.43 10.14 1.42
Earnings per share (Diluted) 1.41 10.01 1.41

*Revenue from operaons excludes other operave income.

DIVIDEND

In order to conserve the resources of the Company, the Board has not recommended dividend on equity shares during the year under review.

AMOUNT TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to the reserves.

COMPANYS PERFORMANCE AND OUTLOOK

Standalone:

Revenues from operaons (net) were at Rs. 1,45,778.22 Lakhs as compared to Rs. 149,145.95 Lakhs in the previous year. Exports during the financial year 2022-23 were of Rs. 67,719.78 Lakhs as compared to Rs. 66,157.75 Lakhs during the previous year.

The Pro t Before Tax for the full year has declined to Rs. 1,063.57 Lakhs as compared to Rs. 7,956.76 Lakhs and PAT has declined to Rs. 716.74 Lakhs as compared to Rs. 5,081.43 Lakhs in the financial year 2022-23.

Consolidated:

The Company incorporated a subsidiary "AYM Texle Private Limited" on June 27, 2022. Accordingly, the Company is required to prepare consolidated financial statements for the first me for the year ended March 31, 2023. During the period ended March 31, 2023, subsidiary has not carried any commercial transacons. Accordingly, the consolidated financial results are tabulated above.

As the subsidiary was incorporated during the FY 2022-23, corresponding gures for the year ended March 31, 2022 are not required to be furnished in the these consolidated financial statements.

SHARE CAPITAL AND LISTING

Issue of Employee Stock Opons

Pursuant to the exercise of op_ons by the grantees, the Company has alloed 1,02,680 equity shares under the AYM ESOP Scheme 2018 and 97,000 equity shares at the face value of Rs. 10/- each under the AYM ESOP Scheme 2021. The said shares are listed on The Bombay Stock Exchange Limited and The Naonal Stock Exchange of India Limited.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regula_ons, 2014, as amended thereto, the details of Employees Stock Op_on Schemes of the Company as on March 31, 2023, are furnished in Annexure A a<ached herewith and forms part of this Report.

Issue of Equity Shares with Di erenal Rights

The Company does not have any equity shares with differenal rights.

Issue of Sweat Equity Shares

During the year under review, the Company has not issued any sweat equity share.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Secon 134(3) (c) read with Secon 134(5) of the Act, the Directors hereby con rm that:

a) in the preparaon of the annual accounts, the applicable Accounng Standards had been followed along with proper explanaon relang to material departures;

b) the directors had selected such accounng policies and applied them consistently and made judgments and esmates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year March 31, 2023 and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accoun_ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies; d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operang e ecvely; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and opera_ng e ecvely.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Companys Board comprises of a mix of execuve and non-execuve directors with considerable experience and experse across a range of elds such as nance, accounts, general management and business strategy.

There has been no change in the composion of Board of Directors and Key Managerial Personnel during the year under review. The details of the directors and their meengs held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to the provisions of sub-regulaon (6)(e) of Regulaon 17 of the SEBI (LODR) Regulaons, 2015, the Members of the Company have approved the remuneraon payable to Mr. Abhishek Mandawewala, Managing Director and CEO & Mrs. Khushboo Mandawewala, Whole Time Director of the Company, by passing special resoluon(s) vide postal ballot noce dated February 4, 2023.

Further, in accordance with the provisions of the Companies Act, 2013 and the Arcles of Associaon of the Company, Mrs. Khushboo A. Mandawewala is rering by rotaon at the 40th Annual General Mee_ng and being eligible has been recommended for re-appointment as a director liable to rere by rotaon by the Board.

A brief resume and other details as required under the Act and Lisng Regulaons for re-appointment of Directors is provided in the Noce of the 40th AGM of your Company.

COMMITTEES OF THE BOARD OF DIRECTORS

Informaon on the Audit commiee, the Nominaon and Remunera_on commi<ee, the Stakeholders Rela_onship commiee, the Corporate Social Responsibility Commiee and meengs of those commiees held during the year is given in the Corporate Governance Report forming part of this Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors of the Company, namely, Mr. Atul Desai, Mr. Mohan K. Tandon and Mr. K.H. Viswanathan, have given their declaraon that they meet the eligibility criteria of independence as provided in Secon 149(6) of the Companies Act, 2013 ("The Act") and Regulaon 25(8) of SEBI (LODR) Regulaons, 2015 ("LODR") and that there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board con rms that in its opinion, all the independent directors fulfill the condions prescribed under the Act and LODR and they are independent of the Company and its management. All the independent directors on the Board of the Company are registered with the Indian Instute of Corporate A airs (IICA), Manesar, Gurgaon, Haryana-122052 as no ed by the Central Government under Secon 150(1) of the Companies Act, 2013 and are exempted from undergoing online pro ciency self-assessment test.

Policy on Directors Appointment and Remuneraon including criteria for determining quali ca_ons, posifive a<ributes, independence of a director and other ma<ers provided under sub-secon (3) of secon 178 of the Act is placed on website of the Company and web link thereto is

hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances

BOARD EVALUATION

During the year under review, the evaluaon of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Commiees of the Board was carried out under the provisions of the Act, relevant Rules, and the Corporate Governance requirements as prescribed under Regulaon 17 of Lisng Regulaons and based on the circular issued by SEBI dated January 5, 2017, with respect to Guidance Note on Board Evaluaon. The Nominaon and Remuneraon Commiee had approved the criteria for the performance evaluaon of the Board, its commiees and individual Directors as per the SEBI Guidance Note on Board Evaluaon.

The evaluaon for the performance of the Board as a whole and of the Commiees were conducted by way of quesonnaires. In a separate meeng of Independent Directors, the performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Execuve Directors and Non-execuve Directors.

The Nominaon and Remuneraon Commiee reviewed the performance of the individual Directors based on the criteria such as quali caon, experience, knowledge and competency, ful lment of funcons, availability and a<endance, iniave, integrity, contribu_on and commitment etc., and the Independent Directors were addionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluaon of Chairman of the Board, in addion to the above criteria for individual Directors, also included evaluaon based on e ecveness of leadership and ability to steer the meengs, imparality, etc.

The Chairman and other members of the Board discussed upon the performance evaluaon of every Director of the Company and concluded that they were sa_s ed with the overall performance of the Directors individually and that the Directors generally met their expectaons of performance.

The summary of the feedback from the members were thereaPer discussed in detail by the members. The respecve Director, who was being evaluated, did not parcipate in the discussion on his/her performance evaluaon.

They were sa_s ed with the overall performance of the Directors individually and that the Directors generally met their expectaons of performance.

The Board also assessed the ful llment of the independence criteria as specified in Lisng Regulaons, by the Independent Directors of the Company and their independence from the management. The performance of the Board was evaluated by the Board aPer seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluaon, evaluaon of performance of the management and feedback, independence of the management from the Board etc. The performance of the Commiees was evaluated by the Board aPer seeking inputs from the Commiee members on the basis of criteria such as mandate and composion, e ecveness of the commiee, independence of the commiee from the Board, contribuon to decisions of the Board, etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of our Company as approved by the Board of directors is hosted on the Companys website and web link thereto is hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances

The annual report on CSR, under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as

Annexure B;

MEETINGS OF BOARD OF DIRECTORS

Four meengs of the Board of Directors were conducted during the financial year 2022-23, details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meengs did not exceed as prescribed in the Companies Act, 2013 and the SEBI (Lis_ng Obliga_ons and Disclosure Requirements) Regulaons, 2015.

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is a subsidiary of Mandawewala Enterprises Limited.

Further, the Board in its meeng held on May 7, 2022, had approved forming a new Wholly Owned Subsidiary (WOS) Company namely AYM Texles Private Limited (AYM Texles). As on March 31, 2023 the Company has 1 subsidiary Company and there have been no commercial transacons during the year. AYM Texles was incorporated vide Cer cate of Incorporaon dated June 27, 2022 duly issued by the Registrar of Companies, Mumbai.

AYM Texles has yet to commence its business operaons. AYM Texles was incorporated as WOS of the Company to fulfill the s_pula_ons specified for par_cipa_on under the New Producon Linked Incenve (PLI) Scheme of GOI for Texles. A report on the performance and financial posion of (AYM Texles is a<ached in Form AOC-1 as Annexure C to this Report. The Policy on Material Subsidiaries of the Company is placed on the website of the Company and can be accessed at hps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances

Further, pursuant to the provisions of Secon 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at (link).

The Company did not have any joint ventures or associate companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Parculars of investments made, loans and guarantee given and securies, if any provided under Secon 186 of the Companies Act, 2013 form part of the notes to the financial statements.

PARTICULARS OF EMPLOYEES

The statement of disclosures of remuneraon as required under Secon 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, as amended from me to me, is annexed as Annexure E and forms an integral part of this Report.

The informaon regarding employee remuneraon as required pursuant to Rule 5(2) and 5(3) of the above Rules is available for inspec_on. A statement showing the names and other parculars of the employees drawing remuneraon in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Secon 136 of the Act, the Report and Accounts are being sent to the members and others entled thereto, excluding the informaon on employees parculars, which is available for inspecon by the members. Any member interested in obtaining a copy thereof may write to the Company Secretary.

None of the employees holds (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS (IFC) WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company believes that internal control is a prerequisite of governance and that acon emanang out of agreed business plans should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to con_nuously assess the adequacy, e ecfiveness and efficiency of financial and opera_onal controls. The management is commi<ed to ensuring an e ecfive internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regula_ons and protec_on of resources and assets.

Your Company has well documented Standard Opera_ng Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors connuously monitor the efficiency of the internal controls / compliance with the SOPs with the objecve of providing to the Audit Commiee and the Board of Directors, an independent, objecve and reasonable assurance of the adequacy and e ecfiveness of the organisa_ons risk management, control and governance processes.

For the year ended March 31, 2023, the Board is of the opinion that your Company has sound IFC commensurate with the

nature of its business operaons, wherein adequate controls are in place and operang e ecvely and no material weakness exists.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a policy on related party transacons, which is also available on Companys website at hEps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances

This policy deals with the review and approval of related party transac_ons and any significant modi ca_ons in the said transac_ons. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Commiee within the overall framework of the policy on related party transacons. Prior omnibus approval is obtained for related party transacons which are of repeve nature and entered in the ordinary course of business and at arms length basis. All related party transacons are placed before the Audit Commiee for review and approval.

All related party transacons entered during the year 2022-23 were in ordinary course of the business and at arms length basis. No material related party transacons i.e., transacon exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transacons as required under Secon 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable to your Company and hence does not form part of this report.

Members may refer to note no. 48 to the financial statement which sets out related party disclosures pursuant to IND AS-24.

VIGIL MECHANISM

Your Company is commied to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Commiee. No personnel have been denied access to the Audit commiee.

ANNUAL RETURN

Pursuant to sec_on 134(3)(a) and sec_on 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administraon) Rules, 2014, a copy of the annual return is placed on the website of the Company and can

be accessed at hps://www.aymsyntex.com/investors/shareholder-informaon

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservaon of energy:

(i) the steps taken or impact on conservaon of energy:

Installed high efficiency motors in 5 Ulity Machines resulng in saving of 15% power consumpon.

Installed DIDW (double inlet double width) AHU supply fans by replacing SISW (Single inlet single width) AHU supply fans resulng in saving of 15% power consumpon.

Replaced 3 Screw compressors with one centrifugal compressor.

Reduce the Speed of Dyeing 11 Pump By Ac drive Installa_on to reduce energy consumpon by 7.5 Kw/hr.

Jet Cleaning of MEE to reduce energy consumpon by 7.75 KW/hr i.e., 186 Unit/day.

(ii) the steps taken by the Company for u_lizing alternate sources of energy:

Biomass Boiler installed by replacing Furnace oil boiler for steam generaon.

(iii) the capital investment on energy conservaon equipment: Rs. 286 Lakhs.

b. Technology absorpon:

(i) The efforts made towards technology absorpon:

Converted Line 6A/6B/7B/7C from PET POY to PET FDY

Converted Line 9/11/14/15 from 4 End to 8 end producon.

Converted 6 BCF manufacturing lines from regular BCF to Alternave product.

Installaon of 5 new Mother Yarn manufactu -ring lines and 1 IDY manufacturing lines.

Install 3 new WSF machines to improve the yarn quality

(ii) The benefits derived like product improvement, cost reducon, product development or import substuon:

Reducon in Energy Consumpon and cost saving

Improvement in product quality

Improvement in machine operang efficiency

Reducon in packing material cost

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

(iv) Research and Development expenditures:

Rs. in Lakhs

Parculars

2022-23 2021-22
Revenue expenditure 1001.81 1,255.64
Capital expenditure NIL 23.86

Total

1001.81 1279.50

c. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual in flows during the year and the Foreign Exchange outgo during the year in terms of actual oulows.

Earning in Foreign exchange - Rs. 677,19.78 Lakhs

Outgo in Foreign exchange - Rs. 532,53.12 Lakhs

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding at the end of the year under report.

STATUTORY AUDITORS

As per Secon 139 of the Companies Act, 2013 (‘the Act), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 39th Annual General Mee_ng have approved the appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Registraon No- 012754N/N-500016), as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of the 39th Annual General Meeng ll the conclusion of 44th Annual General Meeng. The Auditors are holding a valid certificate issued by the Peer Review Board of the Instute of Chartered Accountants of India.

AUDITORS REPORT

The Report given by M/s Price Waterhouse Chartered Accountants LLP on the financial statement of the Company for the year 2022-23 is part of the Annual Report. There has been no quali caon, reservaon or adverse remark or disclaimer in their Report.

There is no qualified opinion in the Auditors Report. However, we refer to para i (c) of Annexure B of Independent Auditors Report and state that in respect of documents of tle deeds of residenal ats belonging and in possession of the Company carrying gross value of Rs. 14.85 lakhs are not traceable. The Company is in the process of tracing the physical agreements of the aforesaid ats.

COST AUDITOR AND COST RECORDS

In terms of the Secon 148 of the Companies Act, 2013 (‘the Act) read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records have been prepared and maintained by the Company as specified by the Central Government.

In terms of Secon 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014 and in accordance with the recommenda_on of the Audit Commi<ee, the Board of Directors has appointed M/s Kiran J Mehta & Co., Cost Accountants, being eligible, as Cost Auditors of your Company to carry out the cost audit of products manufactured by the Company. Your Company has received their wrien consent from M/s Kiran J Mehta & Co. to the effect that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneraon of Cost Auditors has been approved by the Board of Directors on the recommendaon of Audit Commiee and in terms of the Companies Act, 2013 and Rules thereunder. Requisite resoluon for ra caon of remuneraon of the Cost Auditors, by the members, has been set out in the Noce of the 40th Annual General Meeng of your Company.

During the year 2022-23 the Cost Accountants had not reported any ma<er under Secon 143 (12) of the Act, therefore no detail is required to be disclosed under Secon 134(3)(ca) of the Act.

Members are requested to rafy remuneraon as xed by the Board of directors by passing an ordinary resoluon in the Annual General Meeng.

SECRETARIAL AUDITOR AND AUDIT REPORT

The Secretarial Audit of the Company for the financial year 2022-23, as required under Secon 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 and Regulaon 24A of the Lisng Regulaons, was conducted by Mr. Hitesh J. Gupta, Praccing Company Secretary (CP No. 12722). The Secretarial Audit Report is annexed as Annexure D and forms an integral part of this Report.

There has been no quali caon, reservaon or adverse remark or disclaimer in the Secretarial Audit Report. During the year 2022-23, the Secretarial Auditor had not reported any ma<er under Secon 143 (12) of the Act, therefore no detail is required to be disclosed under Secon 134(3)(ca) of the Act.

As per the provisions of Regula_on 24A of SEBI (LODR) Regula_ons, 2015, the Company has obtained an Annual Secretarial Compliance Report for the year ended March 31, 2023 from Mr. Hitesh Gupta, Praccing Company Secretary, who is also the Secretarial Auditor of the Company. The Annual Secretarial Compliance Report does not contain any quali caon, reservaon or adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year 2022-23, your Company has complied with the applicable Secretarial Standards issued by the Instute of Company Secretaries of India.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to the provisions of SEBI (LODR) Regulaons, 2015, the Company has obtained a certificate from Mr. Hitesh J. Gupta, Praccing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or connuing as a Director of the Company by SEBI / Ministry of Corporate A airs or any such regulatory authority.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Commiee or to the Board of Directors under Secon 143(12) of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Audit Commiee has been entrusted with the responsibility of overseeing various organizaonal risks (strategic, operaonal and nancial). The Audit Commiee also assesses the adequacy of migaon plans to address such risks. An overarching Risk Management Policy which was approved by the Board is in place. The Company has developed and implemented an integrated Enterprise Risk Management (ERM) Framework through which it iden es monitors, migates & reports key risks which impact the Companys ability to meet its strategic objecves. The ERM team engages with all Funcon heads to idenfy internal and external events that may have an adverse impact on the achievement of Companys objecfives and periodically monitors changes in both internal and external environment leading to emergence of a new threat/risk. These risks are captured in a risk register with all the relevant informaon such as risk descripon, root cause and any exisng migaon plans. The risk register is refreshed semi-annually. Risks are categorised into Strategic, Financial, Operaonal, Compliance & Reputaonal. ERM risk assessments covering

Companys various businesses and funcons are a key input for the annual internal audit program. During FY22, the focus was on reviewing e ecveness of acons taken to migate business, cyber security and other operaonal & Compliance risks.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT

DIRECTORS

In compliance with the requirements of Regulaon 25(7) of the Lis_ng Regula_ons, the Company has put in place a Familiarizaon Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilies in the Company, nature of the industry in which the Company operates, business model etc., so as to enable them to take well-informed decisions in mely manner. The details of the Familiariza_on Programme conducted are available on the website of the Company:

hps://aymsyntex.com/investors/corporate-governance/policies-code-compliances

CODE OF CONDUCT

The Company has Code of Conduct for Board members and Senior Management personnel. A copy of the Code of conduct has been placed on the Companys website for informaon of all the members of the Board and management personnel.

All Board members and senior management personnel have a rmed compliance of the same.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interven_ons and pracces. The Company always endeavors to create and provide an environment that is free from discriminaon and harassment including sexual harassment.

The Company has in place a robust policy on prevenon of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relang to the constuon of Internal Complaints Commiee (‘ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, no cases of sexual harassment were reported in your Company. During the year, the Company has not received any complaints. There are no complaints pending as at the end of the financial year.

CORPORATE GOVERNANCE

In terms of Regulaon 34 of the Securies Exchange Board of India (Lis_ng Obliga_ons and Disclosure Requirements) Regulaons, 2015 (hereinaPer "Lisng Regulaons"), a Report on Corporate Governance along with Compliance Cer cate issued by Statutory Auditors of the Company is a<ached as

Annexure F and forms integral part of this Report (hereinaPer "Corporate Governance Report").

Management Discussion and Analysis Statement is separately given in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operaons in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No applicaon was made, or any proceedings led against the Company under the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose the details of applicaon made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company during the year along with their status as at the end of the financial year is not applicable.

MISCELLANEOUS

During the year under Report, there was no change in the general nature of business of the Company.

No material change or commitment has occurred which would have affected the financial posion of the Company between the end of the financial year to which the financial statements relate and the date of the report.

During the year under Report, no funds were raised through preferenal allotment or qualified instuonal placement.

CAUTIONARY STATEMENT

The informa_on and statements in the Managements Discussion & Analysis regarding the objecves, expectaons or ancipaons may be forward-looking within the meaning of applicable securies, laws and regulaons. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

We take this opportunity to thank the employees for their dedicated service and contribuon to the Company. We also thank our banks, financial instuons, business associates, members and other stakeholders and authori_es for their connued support to the Company. We thank the governments of various countries where we have our operaons. We thank the Government of India, parcularly the Ministry of Texles. The Directors appreciate and value the contribuon made by every member of the AYM family.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Rajesh R Mandawewala

Chairman
DIN: 00007179
Place: Mumbai
Date: 05/05/2023