AYM Syntex Ltd Directors Report

To,

The Members,

AYM Syntex Limited

Your Directors are pleased to present the 42 nd Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31,2025.

If in Lakhs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,48,899.70	1,35,816.39	1,48,899.70	1,35,816.39
Other Income	600.84	692.03	600.84	692.03
Total revenue	1,49,500.54	1,36,508.42	1,49,500.54	1,36,508.42
EBIDTA	12,414.72	10,787.19	12,414.26	10,786.19
EBIDTA Margin (%)	8.34	7.94	8.33	7.94
Finance Costs	4,276.82	4,202.51	4,276.83	4,202.52
Depreciation and amortization expense	6,201.19	5,791.46	6,201.19	5,791.46
Profit before tax	1,936.71	132.15	1,936.25	131.73
Current Tax	526.99	22.22	526.99	22.22
Deferred tax	245.55	(94.48)	245.55	(94.48)
Profit after tax	1,164.17	204.41	1,163.71	203.99
Other comprehensive income for the year, net of tax	6.08	(3.23)	6.08	(3.23)
Total comprehensive income for the year	1,170.25	201.18	1,169.79	200.76
Earnings Per Share Basic (in Rs)	2.13	0.40	2.13	0.40
Diluted (in Rs)	2.12	0.40	2.12	0.40

DIVIDEND

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

AMOUNTTRANSFERTO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to Reserves for the financial year ended March 31,2025.

COMPANYS PERFORMANCE AND OUTLOOK Standalone:

Revenues from operations (net) stood at Rs 1,48,899.70 lakhs (F.Y. 2024-25) as compared to Rs 1,35,816.39 lakhs (F.Y. 2023-24). Exports stood at Rs 64,014.90 lakhs (F.Y. 2024-25) as compared to Rs 64,463.70 lakhs (F.Y. 2023-24).

The Profit Before Tax stood at Rs 1,936.71 lakhs (F.Y. 202425) as compared to Rs 132.15 lakhs (F.Y. 2023-24) and Profit After Tax stood at Rs 1,164.17 lakhs (F.Y. 2024-25) as compared to Rs 204.41 Lakhs (F.Y. 2023-24).

Consolidated:

Revenues from operations (net) stood at Rs 1,48,899.70 lakhs (F.Y. 2024-25) as compared to Rs 1,35,816.39 lakhs (F.Y.2023-24). Exports stood at Rs 64,014.94 lakhs (F.Y. 202425) as compared to Rs 64,463.72 lakhs (F.Y. 2023-24).

The Profit Before Tax stood at Rs 1,936.25 lakhs (F.Y. 202425) as compared to Rs 131.73 lakhs (F.Y. 2023-24) and Profit After Tax stood at Rs 1,163.71 lakhs (F.Y. 2024-25) as compared to Rs 203.99 lakhs (F.Y. 2023-24).

DEPOSITS

During the year under review, your Company has neither accepted nor renewed deposits from the public falling within the meaning of Sections 73 and 74 of Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the financial year.

SHARE CAPITAL

The Authorised Share Capital of your Company stood at Rs 120 Crores comprising of 9,20,00,000 Equity Shares of Rs 10/- each and 2,80,00,000 Optionally Convertible Cumulative Preference Shares of Rs 10/- each as at March 31, 2025.

Issued, Subscribed and Paid-up equity share capital of your Company stood at Rs 58.49 Crores comprising of 5,84,99,091 Equity Shares of face value of Rs 10/- each as at March 31,2025.

During the financial year, your Company issued and allotted equity shares through Preferential Allotment of 77,67,827 fully paid up Equity Shares of the face value of Rs 10/- each for cash at a price of Rs 182.50 per equity share including a premium ofRs 172.50.

During the financial year, your Company allotted 1,00,000 equity shares of Rs 10/- each pursuant to the exercise of Stock Options in terms of AYM ESOP Scheme 2021 of your Company.

Your Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.

Further, your Company has not issued any sweat equity shares and hence no disclosure is required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

DEBENTURES

During the year under review, your Company has not issued/allotted any debentures.

EMPLOYEE STOCK OPTION SCHEME

In compliance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014, as amended thereto and on exercise of options by the grantees, the Company has allotted 1,00,000 equity shares at the face value of Rs 10/- each under the AYM ESOP Scheme 2021. The said shares are listed on BSE Limited and The National Stock Exchange of India Limited.

The Company confirms that the AYM ESOP Scheme 2018 and AYM ESOP Scheme 2021 complies with the provisions of the SEBI (Shares Based Employee Benefit and Sweat Equity) Regulation, 2021.

Disclosure as required under Part-F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at www.aymsyntGX.com/invGstors/sharGholdGr-information/esopdisclosurG and is Annexed to this Report as Annexure A.

Mr. Hitesh Gupta, Company Secretary, Secretarial Auditor of the Company have issued a certificate with respect to the implementation of aforesaid Schemes and a copy of the same shall be available for inspection at the registered office of the Company. The members can also obtain the Same by writi ng to US at investorrelations@aymgroup.com.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) your directors selected such accounting policies and applied them consistently 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) your 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) your directors had prepared the annual accounts on a going concern basis;

e) your directors have laid internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Companys Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across wide range of fields such as finance and accounts, business management and strategy, branding and policy development. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

a) Appointment of Directors

During the year under review the following changes took place in the Board of Directors:

• Mr. Harsh Shailesh Bhuta (DIN: 07101709) has been appointed as a Non-Executive Independent Director of the Company for the first term of 5 consecutive years with effect from May 28, 2024.

• Ms. Mala Todarwal (DIN: 06933515) has been appointed as a Non-Executive Independent Director of the Company for the first term of 5 consecutive years with effect from May 28, 2024.

• Continuation of Mr. Kantilal Patel (DIN: 00019414) as a Non-Executive Independent Director, post completion of 75 years, on the Board of the Company during his tenure of 5 years.

b) Retirement by Rotation

Mrs. Khushboo Mandawewala (DIN: 06942156), Whole-time Director of your Company retires by rotation and being eligible offers herself for reappointment. The Board recommends her reappointment and the same forms part of the Notice of Annual General Meeting.

The disclosures required with regards the details of the Director proposed to be appointed/re-appointed pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting (SS-2) are given in the Notice of AG M, forming part of the Annual Report.

c) Cessation of Director

• Mr. Mohan K. Tandon (DIN: 00026460), an Independent Director, ceased to be a Director of your Company due to completion of his term, as an Independent Director with effect from close of business hours on May 28,2024.

• Mr. Atul M. Desai (DIN: 00019443), an Independent Director, ceased to be a Director of your Company due to completion of his term, as an Independent Director with effect from close of business hours on May 28,2024.

Your Directors place on record deep appreciation for the valuable services rendered by Mr. Mohan K. Tandon and Mr. Atul M. Desai during their tenure with the Company.

The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part oftheAnnual Report.

d) Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 below mentioned personnel were designated as the KM Ps for F.Y. 2024-25:

• Mr. Abhishek Mandawewala, Managing Director&CEO;

• Mr. Himanshu Dhaddha, Chief Financial Officer (Resigned w.e.f. July 8, 2024);

• Mr. Suyog Chitlange, Chief Financial Officer (Appointed w.e.f. July 9, 2024 & Resigned w.e.f. September 23,2024);

• Mr. Abhishek Patwa, Chief Financial Officer (Appointed w.e.f. November 14,2024);

• Mr. Ashitosh Sheth, Company Secretary & Compliance Officer (Resigned w.e.f. July 6, 2024)and

• Mr. Kaushal Patvi, Company Secretary & Compliance officer (Appointed w.e.f. September 9,2024)

MEETINGS OF BOARD OF DIRECTORS

Nine meetings of the Board of Directors were conducted during the financial year 2024-25, details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OFTHE BOARD OF DIRECTORS

The relevant information, inter alia, including date of the meetings, attendance of directors with respect to Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee meetings of those Committees held during the year is given in the Corporate Governance Report forming part of this Annual Report.

SHAREHOLDING OFTHE DIRECTORS

The details of shareholding ofthe Directors are provided in the Corporate Governance Report forming part of this Annual Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors ofthe Company have given their declaration that they meet the eligibility criteria of independence as provided in Section 149(6) of the Companies Act, 2013 (The Act) and Regulation 16(l)(b) of SEBI (LODR) Regulations, 2015 (LODR) and thatthere is no change in the circumstances as on the date of this report which may affect their status as an independent director of your Company.

Your Board confirms that in its opinion, all the independent directors fulfill the conditions prescribed under the Act and LODR and they are independent ofthe Company and its management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (MCA), Manesar, Gurgaon, Haryana-122052 as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

Your Companys Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Compliance, Financial Literacy, Industry Knowledge, Technology, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity. Please refer to the disclosure made in the Report on Corporate Governance forming part of this Annual Report.

None of the Directors of your Company are disqualifiedfrom being appointed as Directors as specified under Section 164(1) and Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors), Rules, 2014 or are debarred or disqualified bytheSEBI, MCA or any other such statutory authority.

NOMINATION & REMUNERATION POLICY

The Company has in place a policy to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration, which has been approved by the Board. The Policy broadly lays down the guiding principles and the basis for payment of remuneration to the Executive and Non-Executive Directors, KMPs and Senior Management.

The policy on remuneration of Directors, KM Ps and Senior Management is hosted on the website of the Company atwww.avmsvntex.com/policies-code-compliances/policies/1591193062_Policies.pdf

BOARD EVALUATION Background

The performance evaluation of the Board, its Committees, Chairman and individual Directors was conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the Boards functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the Directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions and corporate governance. The questionnaire is reviewed periodically and updated in line with the change in the business and regulatory framework.

Mode of evaluation

Assessment is conducted through a structured questionnaire. Each question contains a scale of 0 to 3. Your Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire. All the Directors participated in the evaluation process. For the financial year 2024-25 the annual performance evaluation was carried out by the Directors, which included evaluation of the Board, Independent & Non-Executive Directors, Executive Director, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board.

Results

The evaluation results were discussed at the meeting of NRC; the Independent Directors meeting and by the Board. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness. The results are summarized below:

• Board expresses satisfaction on its functioning and that of its Committees.

• Board has demonstrated strong effectiveness across key areas including strategic oversight, decision making, governance, and stakeholder engagement. Directors collectively confirmed that Board operates transparently, with high ethical standards and a sound understanding of your Companys strategic priorities and risks.

• Executive Director is action oriented and ensure timely implementation of board decisions. The Director effectively lead discussions on business issues.

• Board has full faith in the Chairman. The Chairman leads the Board effectively, encourages contribution from all members, provides clear strategic guidance, encourages discussion and listens to diverse viewpoints.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities 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 timely manner. The details of the Familiarization Programme conducted are available on the website of the Company:www.avmsvntex.com/investors/corporate-governance/policies-code-compliances.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Our CSR initiatives are driven by our vision to support the underprivileged and contribute to breaking the cycle of poverty. This year, we have continued to focus on our comprehensive four-pronged approach, which targets the key areas we call the four Ss: Swasthya, Swabhiman, Sudhaar, and Shrishti.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and CSR Policy of the Company.

The Annual Report on CSR activities undertaken during the F.Y. 2024-25 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure B to this Report.

The CSR policy of your Company as approved by the Board of directors is hosted on the Companys websiteand web linkthereto iswww.aymsyntGX.com/policGS-codG-compliancGs/policiGs/policiGS-1655732444-csr-policy.pdf.

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company is a subsidiary of Mandawewala Enterprises Limited.

Further, as on March 31, 2025 your Company has one wholly owned subsidiary company namely AYM Textiles Private Limited (AYM Textiles) and there have been no commercial transactions during the year.

AYM Textiles was incorporated as a Wholly Owned Subsidiary of the Company. A report on the performance and financial position of AYM Textiles is attached in Form AOC-1 as Annexure C to this Report. The Policy on Material Subsidiaries of the Company is hosted on the website of the Company and can be accessed atwww.aymsyntex.com/policies-code-compliances/policies/policies-812099151-policy -on- material-subsidiaries.pdf.

Further, pursuant to the provisions of Section 136 of the Act, the consolidated financial statements along with relevant documents and separate audited financial statements in respect of your Companys subsidiary, are available on the Companys website atwww.aymsyntex.com/investors/financial-report/investors-financial-relation-annual-subsidiary.

During the year under review, no companies/entities have become/ceased to be joint ventures or associate companies of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of the provisions of Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as on March 31, 2025 are given in the Notes to the Standalone Financial Statements forming part of this Annual Report.

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

The Company believes that internal financial control is one of the prerequisites of corporate governance and that action emanating out of agreed business plans should beexercised within a framework of checks and balances. The Company has a well-established internal financial control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensuring an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

The Internal Auditors continuously monitor the efficiency of the internal financial controls, with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of your Companys risk management, control and governance processes.

For the year ended March 31 2025, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations, wherein adequate controls are in place and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

During the year, all contracts / arrangements / transactions entered into by your Company with Related Parties were on arms length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Members may refer to note no. 46 to the standalone financial statement which sets out related party disclosures pursuant to IN D AS-24.

VIGILMECHANISM

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. Your Company also encourages employees and other stakeholders observations and concerns. Accordingly, the Board of directors has formulated Whistle Blower Policy and Vigil Mechanism for its employees and stakeholders. It also provides adequate safeguard against unfair treatment to its employees and various stakeholders and provides for protected disclosures along with access to the Chairman of the Audit Committee.

A Protected Disclosure should be made in writing by email or handwritten letter delivered by hand delivery, courier or by post addressed to the Chairman of Audit Committee.

A quarterly status report on the total number of Protected Disclosures received during the period, if any, with summary of the findings of the Audit Committee and the corrective actions taken is sent to the Board of the Company.

No personnel have been denied access to the Audit committee. No whistle blower complaints were received during the F.Y. 2024-25.

The policy on Whistle Blower Policy and Vigil Mechanism is hosted on the website of the Company and can be accessed at www.aymsyntex.com/polices-code-compliances/policies/policies- 262368285-vigil-mechanism-&-whistle-blower-policy.pdf.

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 interventions and practices. Your Company has adopted Prevention of Sexual Harassment of Employees in Workplaces. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (POSH Act).

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment.

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.

A copy of the policy on Prevention of Sexual Harassment of Employees in Workplaces has been hosted on the Companys website at www.aymsyntex.com/polices- code-compliances/policies/policies-833568216-posh- policy-ho.pdf.

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

Your Company has complied with the applicable provisions of Maternity Act, 1961 for female employees with respect to leaves and maternity benefits thereunder.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the financial year ended March 31, 2025 in E-form MGT-7 is hosted on the website of the Company and can be accessed at www.aymsyntex.com/investors/financial- report/annual-return.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

a. Conservation of energy:

Details of plant-wise Conservation of energy are as under:

Silvassa Plant:

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

• Grid power supply PF maintained at 0.999.

• Energy conservation in AHU by arresting air losses through installing additional curtain.

• Energy saving in Compressed air system by third party air leakages audit and arresting leakages and increasing efficiency of ZR 275 model compressor.

• Energy saving through optimizing the cooling tower operation according to ambient condition.

• Modification in lighting circuit of noncritical area like car parking etc to auto switch off during night hours.

• Reduction in refrigeration power by reducing heat loss through improving/ modifying insulation.

• Installed energy efficient pump in pump house.

• Steam pipeline insulation for reduced heat loss.

• Replaced the CD blower 90 KW and installed 30 KW.

• Replacement of CD and Text blowers with smaller size (through optimisation) in BCF spinning.

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

• Biomass fuel briquettes using for steam generation.

• Solar system expansion by installing 400 KW (enhanced capacity is 1,250 KW).

(iii) the capital investment on energy conservation equipment: Rs 362 Lakhs. Palghar Plant:

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

• Installed the Sludge Dryer to convert Moist Sludge to Solid Sludge that can be used as fuel in Boiler as its GCV is 2800, approx. 1 ton per Dryer.

• Steam Condensate Recovery approx. 20 Kl/day from MEE, Rapid dryer, Conning C and Sample Dyeing & is fed to Boiler at 75 Deg Temp by Installing Steam Condensate Recovery System from Forbes Marshal.

• We are maintaining PF > 0.995, by Switching Power Capacitor manually as per Plant Load daily monitoring PF.

• Optimisation of Old Polyester & Nylon Plant Heat recovery.

• Interconnection of Thermopac 20 LKcal/Hr -2 nos and Thermopac 30 Lkcal/hr - 1 no by Proper Designing and Modified the Pipelineand Expansion Tank now we can run all Dyeing Machine from any Thermopac, this will reduce the Power & Coal consumption as we can run/stop the Thermopac as per Dyeing Machine Production Demand.

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

• Open Access for Renewable Power initiated and quotation received which at proposal review stage.

(iii) the capital investment on energy conservation equipment: Rs 123 Lakhs.

b. Technology absorption:

Details of plant-wise Technology absorption are as under:

Silvassa Plant:

(i) The efforts made towards technology absorption:

• side stream filters to improve the water quality for cooling towers.

• Installed energy efficient centrifugal compressor 6,800 CFM and reduce the specific power consumption.

• Installed electrometric air and water flowmeters in compressor and chillers for efficiency monitoring.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

• Reduction in Energy Consumption and cost saving.

• Improvement in product quality.

• Improvement in machine operating efficiency.

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

Palghar Plant:

(i) The efforts made towards technology absorption:

• Installed Semi-Automatic Weighing System for Dyeing Weighing for both Old Dyeing Plant & as per SAP Recipe Weighment for Precision & SemiAutomatic Weighing System for Dyeing Weighingfor Dyeing Lab.

• Installed the WSF Machine for Good Winding Package with High Speed.

• Advanced Kabao Reeling Machine 48 Spindle.

• Advanced Kabao Air Covering Machine 40 Spindle.

• Installation of OLT System in Tex 3 A for Uniform Length & Tension.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

• Reduction in Energy Consumption and cost saving.

• Improvement in product quality.

• Improvement in machine operating efficiency.

• Reduction in packing material cost.

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

c. Research and Development expenditures:

Rs in Lakhs

Particulars	2024-25	2023-24
Revenue expenditure	1,230.13	1,081.06
Capital expenditure	-	-
Total	1,230.13	1,081.06

d. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Earning in Foreign exchange	Rs 6,40,14.94 Lakhs
Outgo in Foreign exchange	Rs 37,149.60 Lakhs

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013 (the Act), read with the Companies (Audit and Auditors) Rules, 2014, M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Registration No. 012754N/N500016) were appointed as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of the 39th Annual General Meeting till the conclusion of 44th Annual General Meeting. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Audit Committee reviews the independence of the Statutory Auditors and the effectiveness of the Audit process. The Statutory Auditors are not disqualified from continuing as Auditors of your Company.

The Statutory Auditors Report issued by M/s Price Waterhouse Chartered Accountants LLP on the Audited Financial Statements of the Company for the financial year ended March 31, 2025 forms the part of the Annual Report. Auditors Report is self-explanatory and therefore, does not require further comments and explanation. The auditors report does not contain any qualification, observation, reservation or adverse remark.

INTERNALAUDITORS

In terms of the provisions of Section 138 of the Act, read with the Companies (Account) Rules, 2014, and based on the recommendation of the Audit Committee, the Board has appointed M/s. Suresh Surana & Associates LLP, as the Internal Auditors of your Company for the financial year 2025-26.

COST AUDITORS

Your Company is required to prepare and maintain the cost accounts and cost records pursuant to Section 148(1) of the Act read with Rules made thereunder. Your Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for auditing cost records for the financial year 2024-25.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of your Company for the financial year 2025-26. Your Company has received consent from M/s. Kiran J. Mehta & Co, Cost Accountants, to act as the Cost Auditor of your Company for FY 2025-26, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148(1) of the Act and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of your Company. Accordingly, an Ordinary Resolution, for ratification of remuneration payable to the Cost Auditor for FY 2025-26, forms part of the Notice of this AGM.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Hitesh J. Gupta, Practicing Company Secretary (CP No. 12722), a peer reviewed Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report, annexed as Annexure D, does not contain any observation or qualification requiring explanation or comments from the Board.

Further, pursuant to the amended provisions of Regulation 24Aof SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board have approved and recommended the appointment of Mr. Hitesh J. Gupta, Practicing Company Secretary (CP No. 12722), a peer reviewed Company Secretary in Practice, as Secretarial Auditor of the Company to conduct the secretarial audit for a term of 5 (five) consecutive years commencing from the conclusion of 42nd AGM to the conclusion of the 47th AGM i.e. from the FY 2025-26 upto FY 2029-30, subject to approval of the members by way of an ordinary resolution as proposed in the Notice of 42nd AG M of the Company.

Mr. Hitesh Gupta have provided his consent for appointment as Secretarial Auditor of the Company and confirmed that his aforesaid appointment is within the prescribed limits under the Act & the Rules made thereunder and SEBI Listing Regulations. He has also confirmed that he is not disqualified from being appointed as Secretarial Auditor of your Company.

COMPLIANCE WITH SECRETARIALSTANDARDS

During the year 2024-25, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to the provisions of SEBI (LODR) Regulations, 2015, the Company has obtained a certificate from Mr. Hitesh J. Gupta, Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company by SEBI / Ministry of Corporate Affairs or any such regulatory authority and is annexed as Annexure I forming the part of Corporate Governance Report.

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

The Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any instances of fraud committed in your Company by its officers or employees to the Audit Committee or to the Board of Directors under Section 143(12)oftheCompaniesAct, 2013.

PARTICULARS OF EMPLOYEES

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

Further, details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the aforesaid Rules, the Annual Report has been sent to the members excluding the aforesaid exhibit. Any member interested in obtaining copy of such information may write to the Company Secretary & Compliance Officer at investorrelations@aymgroup.com

RISK MANAGEMENT

The Audit Committee has been entrusted with the responsibility of overseeing various organizational risks (strategic, operational and financial). The Audit Committee also assesses the adequacy of mitigation plans to address such risks. The Company has developed and implemented an integrated Enterprise Risk Management (ERM) Framework through which it identifies monitors, mitigates & reports key risks which impact the Companys ability to meet its strategic objectives. The ERM team engages with all Function heads to identify internal and external events that may have an adverse impact on the achievement of Companys objectives and periodically monitors changes in both internal and external environment leading to emergence of a new threat/risk. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are regularly reviewed by the Managing Director & CEO of your Company along with the relevant senior executives and the appropriate actions for mitigation of risks are advised.

For the key business risks identified by your Company, please refer paragraph on Enterprise Risk Management in Management Discussion and Analysis Report forming part of this Annual Report.

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 hosted on the Companys website atwww.avmsvntex.com/policies-code-compliances/code/1591193555_Code.pdf.

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

CORPORATE GOVERNANCE

A certificate from M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, Statutory Auditors regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI Listing Regulations is annexed to the Corporate Governance Report as Annexure II. The Report on Corporate Governance for the year, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate Section, and forms an integral part ofthis Annual Reportand is annexed to this Report as Annexure F.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The MDA Report on the operation of the Company as required under the SEBI Listing Regulations, is presented in a separate Section and forms part ofthis Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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 operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made, or any proceedings filed against the Company under the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose the details of application 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.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE-TIME SETTLEMENT

Your Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 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 occurredwhich would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

• Industrial relations remained cordial throughout the year under review.

OTHER DISCLOSURES

SCHEME OF AMALGAMATION

During the year under review, the Audit Committee, Independent Directors and the Board of Directors of your Company in its respective meetings held on February 6, 2025 has approved the Scheme of Amalgamation (Scheme) under sections 230-232 and other applicable provisions of the Companies Act, 2013 for amalgamation of Mandawewala Enterprises Limited (the Transferor Company) with AYM Syntex Limited (the Transferee Company). The Scheme is in the best interest of the companies involved and their respective shareholders, creditors, employees, and all other stakeholders.

The amalgamation will result in the shareholders of the Transferor Company (being promoters) directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure, reduction of shareholding tiers and demonstrate direct commitment by the promoters to the Transferee Company. The amalgamation will have no adverse implications.

The requisite disclosures/applications/petitions will be filed for obtaining requisite statutory approvals from BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, Ministry of Corporate Affairs, National Company Law Tribunal, Secured and Un-secured Creditors, Members of the Company, any other requisite statutory/regulatory body/authority, etc.

SHIFTING OF REGISTERED OFFICE

The registered office of your Company is currently situated at Survey no. 374/1/1, Village Saily Silvassa, U.T of Dadra & Nagar Haveli, India - 396 230. The Board of Directors of your Company in its meeting held on February 6, 2025 and post approval by the members of the Company through a special resolution passed in the Extraordinary General Meeting of the Company held on March 28, 2025, has approved the shifting of registered office of the Company from Survey no. 374/1/1, Village Saily Silvassa, U.T of Dadra & Nagar Haveli, India - 396 230, Union Territory of Dadra and Nagar Haveli to the State of Maharashtra, within the jurisdiction of Registrar of Companies, Mumbai and amendment to the existing Clause II of the Memorandum of Association of your Company.

The requisite applications/petitions will be filed for obtaining requisite statutory approvals from relevant statutory/regulatory body/authority, etc.

ACKNOWLEDGMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, financial institutions, business associates, members, customers, suppliers, vendors, contractors and other stakeholders and authorities for their continued support to the Company. We thank the governments of various countries where we have our operations. We thank the Government of India. The Directors appreciate and value the contribution made by every member of the AYM family.

For and on behalf of the Board of Directors
Place: Mumbai Date: May 10, 2025	Rajesh R. Mandawewala Chairman DIN:00007179