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.

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.

COMPANY'S PERFORMANCE AND OUTLOOK
Standalone:

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

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

Consolidated:

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

The Profit Before Tax stood at ? 1,936.25 lakhs (F.Y. 2024¬
25) as compared to ? 131.73 lakhs (F.Y. 2023-24) and
Profit After Tax stood at ? 1,163.71 lakhs (F.Y. 2024-25) as
compared to ? 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
? 120 Crores comprising of 9,20,00,000 Equity Shares of
? 10/- each and 2,80,00,000 Optionally Convertible
Cumulative Preference Shares of ? 10/- each as at March
31, 2025.

Issued, Subscribed and Paid-up equity share capital
of your Company stood at ? 58.49 Crores comprising of
5,84,99,091 Equity Shares of face value of ? 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
? 10/- each for cash at a price of ? 182.50 per equity share
including a premium of ? 172.50.

During the financial year, your Company allotted 1,00,000
equity shares of ? 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 ? 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.ay msyntex.com/i nvestors/sha re hold er-i nformatio n/esopd iscl osu re

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.

DIRECTORS'RESPONSIBILITY 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 Company's 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 re¬
appointment. The Board recommends her re¬
appointment 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 P's 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 Company's 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 disqualified

from 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 at

www.avmsvntex.com/policies-code-compliances/policies/15911930S2_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 Board's
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 Company's 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 S's": 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 Company's
websiteand web linkthereto is

www.aymsyntex.com/polices-code-compliances/policies/policies-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 at

www.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 Company's subsidiary, are
available on the Company's website at

www.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 be

exercised 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
Company's 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 Company's 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 arm's 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 arm's 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 stakeholder's 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
Company's 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
Company's 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 non¬
critical 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: ? 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 no's 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: ^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 & Semi¬
Automatic 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:

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 Company's
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 Company's 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 Company's website at

www.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 Company's 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 occurred

which 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

Rajesh R. Mandawewala

Chairman
DIN:00007179

Place: Mumbai
Date: May 10, 2025