AYM Syntex Ltd

Dear Shareholders,

Your Directors are pleased to present 41^st Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2024.

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

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

Revenues from operations (net) were at l,35,816.39Lakhs as compared to Rs. 1,45,778.22 Lakhs in the previous year. Exports during the financial year 2023-24 were of Rs. 64,463.72 Lakhs as compared to Rs. 67,719.78 Lakhs during the previous year.

The Profit Before Tax is Rs. 132.15 lakhs as compared to Rs. 1063.57 lakhs and PAT is Rs. 204.41 Lakhs as compared to Rs. 716.74 Lakhs in the financial year 23-24.

Revenues from operations (net) were at 1,35,816.39 Lakhs as compared to Rs. 1,45,778.22 Lakhs in the previous year.

Aspiring Beyond Maximum

Exports during the financial year 2023-24 were of Rs. 64,463.72 Lakhs as compared to Rs. 67,719.78 Lakhs during the previous year.

The Profit Before Tax is Rs. 131.73 lakhs as compared to Rs.1063.03 lakhs and PAT is Rs.203.99 Lakhs as compared to Rs. 716.20 Lakhs in the financial year 202324.

The paidup Equity Share Capital of the Company as on March 31, 2024, stood at Rs. 506312740/. During the year under review, the Company has not issued shares with differential voting rights nor has granted any sweat equity. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

Pursuant to the exercise of options by the grantees, the Company has allotted 1,85,960 equity shares under the AYM ESOP Scheme 2018 and 92,000 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 National Stock Exchange of India Limited.

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

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014, as amended thereto, the details of Employees Stock Option Schemes of the Company as on March 31, 2024, are furnished in Annexure A attached herewith and forms part of this Report.

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) the directors had 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 March 31, 2024 and of the profit and loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) internal financial controls have laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

The Company's Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. 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.

The following change occurred in the composition of Board of Directors during the year under review.

1. Mr. K H Vishvanathan, Non-executive Independent Director (DIN 00391263) ceased from the Directorship on completion of second term of office of directorship with effect from 31^st July 2023.

2. Mr. Kantilal Patel (DIN: 00019414) has been appointed as Non- Executive Independent Director for a period of 5 years with effect from w.e.f. July 29, 2023 and his appointment had been regularized in the 40^th Annual General meeting of the Company held on September 29,2023

The following changes took place post the financial year:

1. Mr. Mohan K. Tandon, Non-executive Independent Director ceased from the Directorship on completion of second term of office of directorship with effect from May 28,2024.

2. Mr. Atul M. Desai, Non-executive Independent Director ceased from the Directorship on completion of second term of office of directorship with effect from May 28, 2024.

3. Mr. Harsh Shailesh Bhuta (Independent Director)

(DIN: 07101709) has been appointed as a Nonexecutive Independent Director of the Company for a period of 5 years with effect from May 28,2024.

4. Ms. Mala Todarwal (Independent Director) (DIN: 06933515) has been appointed as a Non-executive Independent Director of the Company for a period of5years with effect from May 28, 2024.

5. Mr. Abhishek Mandawewala was re-appointed as a Managing Director and CEO of the Company for a period of 3 (three ) years with effect from 01st August 2024.

Your Directors place on record deep appreciation for the valuable services rendered by Mr. K H Vishvanathan, 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 of the Annual Report.

Mr. Rajesh Mandawewala (DIN: 00007179), Non - Executive Chairperson of your Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Mr. Rajesh Mandawewala pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Information on the Audit committee, the Nomination and Remuneration committee, the Stakeholders Relationship committee, the Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

All Independent Directors of the Company, namely, Mr. Harsh Shailesh Bhuta, Ms. Mala Todarwal and Mr. Kantilal Patel 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 25(8) of SEBI (LODR) Regulations, 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 confirms that in its opinion, all the independent directors fulfill the conditions 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 Institute of Corporate Affairs (IICA), Manesar, Gurgaon, Haryana-122052 as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Act is placed on website of the Company and web linkthereto is

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees, and individual Directors Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires. In a separate meeting 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 Executive Directors and Non-executive Directors.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors, and respective Committees entirely. The said policy is available on the website of the Company at www.aymsyntex.com.

The overall performance of the Chairman, Executive Directors, and Non-Executive Directors of the Company is satisfactory. The evaluation was based on parameters of performance, knowledge, analysis, quality of decisionmaking, etc.

The CSR policy of our Company as approved by the Board of directors' is hosted on the Company's website and web linkthereto is

The Annual Report on CSR activities that includes details about the CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2023-24 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.

Four meetings of the Board of Directors were conducted during the financial year 2023-24, 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.

The Company is a subsidiary of Mandawewala Enterprises Limited.

Further, as on March 31, 2024 the Company has 1 subsidiary Company namely AYM Textiles Private Limited (AYM Textiles) and there have been no commercial transactions during the year. AYM Textiles was incorporated vide Certificate of Incorporation dated June 27, 2022 duly issued by the Registrar of Companies, Mumbai.

AYM Textiles hasyetto commence its business operations. AYM Textiles was incorporated as WOS of the Company to fulfill the stipulations specified for participation under the New Production Linked Incentive (PLI) Scheme of GOI for Textiles. 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 placed on the website of the Company and can be accessed at

Further, pursuant to the provisions of Section 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 Company's website at

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

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

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.

The information regarding employee remuneration as required pursuant to Rule 5(2) and 5(3) of the above Rules is available for inspection. A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection 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.

The Company believes that internal control is a prerequisite of 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 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.

Your Company has well documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the

efficiency of the internal controls / compliance with the SOPs 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 the organisation's risk management, control and governance processes.

For the year ended 31st March 2024, 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 and no material weakness exists.

Your Company has formulated a policy on related party transactions, which is also available on Company's website

at https://avmsvntex.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.

All related party transactions entered during the year 2023-24 were in ordinary course of the business and at arm's length basis. No material related party transactions i.e., transaction 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 transactions as required under Section 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. 47 to the standalone financial statement which sets out related party disclosures pursuant to IND AS-24.

Your Company is committed 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 Committee. No personnel have been denied access to the Audit committee.

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.avmsvntex.com/investors/shareholder-information

• Reduced the Suction blower of all Tex machine by 3 to 4 hz by Installing AC drives

• Replaced the Tex 2 & 7 Himson make machine with Alidhra tex Single Denasity & Second Double Denasity machine.

• We Are Maintianing PF > 0.995 , By Switching Power capacitor Manually as per Plant Load Daily Monitoring PF.

• Optimisation of Old Polyester & Nylon Plant Heat recovery.

• Thermic fluid and steam pipelines and valve insulation,Cover the Valve with Insulated Jacket and naked Pipeline & vessel Insulation.

• Conducted Air Saving Audit Oct 23

• Biomass Boiler installed by replacing Furnace oil boiler for steam generation.

(iii) the capital investment on energy conservation equipment: Rs. 125 Lakhs.

• Installed Semi Automatic Weighing System for Dyeing Weighing for both Nylon & Automative Dyeing as per SAP Receipe Weighment for Precision Weighment Converted Line 9/11/14/15 from 4 End to 8 end production.

• Data colour 1000 Spectrophotometer

• Solar Sludge Dryer was installed with Purpose to Dry Biological Sludge and Utilize it in Boiler

• NewBiologicalTank620KL

• ATFD20kld

• 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 ofthefinancialyear): NIL

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. 644,63.72 Lakhs

OutgoinForeignexchange - Rs.464,16.60Lakhs

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.

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/N-500016) were appointed as the Statutory

Auditors of the Company for a second term of 5 years commencing from the conclusion of the 39^th Annual General Meeting till the conclusion of 44^th 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 Statutory Auditor(s) are not disqualified from continuing as Auditor(s) of the Company.

The Report given by M/s Price Waterhouse Chartered Accountants LLP on the financial statement of the Company for the year 2023-24 is part of the Annual Report. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

There is no qualified opinion in the Auditors' Report

In terms of the Section 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 Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014 and in accordance with the recommendation of the Audit Committee, 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 written 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 remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder. Requisite resolution for ratification of remuneration of the Cost Auditors, by the members, has been set out in the Notice ofthe41^fl Annual General Meeting of your Company.

During the year 2023-24 the Cost Accountants had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)oftheAct.

Members are requested to ratify remuneration as fixed by the Board of directors by passing an ordinary resolution in the Annual General Meeting.

The Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, was conducted by Mr. Hitesh J. Gupta, Practicing 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 qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report. During the year 2023-24, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)oftheAct.

During the year 2023-24, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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.

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

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. 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 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. These risks are captured in a risk register with all the relevant information such as risk description, root cause and any existing mitigation plans. The risk register is refreshed semi-annually. Risks are categorised into Strategic, Financial, Operational & Compliance. ERM risk assessments covering Company's various businesses and functions are a key input for the annual internal audit program. During FY23-24, the focus was on reviewing effectiveness of actions taken to mitigate business, cyber security and other operational & Compliance risks.

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:

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 Company's website for information of all the members of the Board and management personnel.

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

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. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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. 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.

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure F and forms integral part of this Report (hereinafter "Corporate Governance Report").

Management Discussion and Analysis Statement is separatelygiven in the Annual Report.

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.

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.

There was no instance of a one-time settlement with any Bank or Financial Institution during the period under the review.

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.

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

Industrial relations remained cordial throughout the year under review.

The information and statements in the Management's Discussion & Analysis regarding the objectives, expectations or anticipations may be forward-looking within the meaning of applicable securities, laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

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 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, particularly the Ministry of Textiles. The Directors appreciate and value the contribution made by every member of the AYM family.