Directors Report of AYM Syntex Ltd.

Mar 31, 2025

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.

	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 ?)	2.13	0.40	2.13	0.40
Diluted (in ?)	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.

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 [e-mail].

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:

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	? 6,40,14.94 Lakhs
Outgo in Foreign exchange	? 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
[e-mail]

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

---

Mar 31, 2024

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.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,35,816.39	1,45,778.22	1,35,816.39	1,45,778.22
Other Income	692.03	786.85	692.03	786.85
Total revenue	1,36,508.42	1,46,565.07	1,36,508.42	1,46,565.07
EBIDTA	10,126.12	10,314.85	10,125.71	10,314.32
EBIDTA Margin (%)	7.46	7.08	7.45	7.08
Finance Costs	4,202.51	3,599.41	4,202.52	3,599.42
Depreciation and amortization expense	5,791.46	5,651.87	5,791.46	5,651.87
Profit before tax	132.15	1,063.57	131.73	1,063.03
Current Tax	22.22	435.59	22.22	435.59
Deferred tax	(94.48)	(88.76)	(94.48)	(88.76)
Profit after tax	204.41	716.74	203.99	716.20
Other comprehensive income for the year, net of tax	(3.23)	74.92	(3.23)	74.92
Total comprehensive income for the year	201.18	791.66	200.76	791.12
Earnings per share (Basic)	0.40	1.43	0.40	1.42
Earnings per share (Diluted)	0.40	1.41	0.40	1.41

DIVIDEND

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

AMOUNT TRANSFER TO RESERVES

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

COMPANY''S PERFORMANCE AND OUTLOOK Standalone:

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.

Consolidated:

Revenues from operations (net) were at 1,35,816.39 Lakhs 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. 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.

SHARE CAPITAL AND LISTING

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.

Issue of Employee Stock Options

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.

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) 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.

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 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.

Retiring by rotation

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.

COMMITTEES OFTHE BOARD OF DIRECTORS

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.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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

https://avmsvntex.com/investors/corporate-governance/policies-code-compliances

BOARD EVALUATION

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.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

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

https://avmsvntex.com/investors/corporate-governance/policies-code-compliances

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.

MEETINGS OF BOARD OF DIRECTORS

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.

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

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

https://www.avmsvntex.com/investors/financial-report/investors-financial-relation-annual-subsidiarv

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186 0FTHE ACT

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.

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.

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.

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

The Company believes that internal control is a prerequisite of governance and that 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.

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 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.

VIGILMECHANISM

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.

ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

• 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

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

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

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

b. Technology absorption:(i) The efforts madetowardstechnology absorption:

• 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

(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 ofthefinancialyear): NIL

(iv) Research and Development expenditures:

Rs. in Lakhs
Particulars	2023-24	2022-23
Revenue expenditure	1081.06	1001.81
Capital expenditure	0	0
Total	1081.06	1001.81

c. 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. 644,63.72 Lakhs

OutgoinForeignexchange - Rs.464,16.60Lakhs

DEPOSITS

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

STATUTORY AUDITORS

As per 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.

AUDITORS''REPORT

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

COST AUDITOR AND COST RECORDS

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.

SECRETARIAL AUDITOR AND AUDIT REPORT

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.

COMPLIANCE WITH SECRETARIALSTANDARDS

During the year 2023-24, 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.

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

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

RISK MANAGEMENT POLICY

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.

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:

https://avmsvntex.com/investors/corporate-governance/policies-code-compliances

CODE OF CONDUCT

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

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. 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.

CORPORATE GOVERNANCE

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.

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:

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

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.

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.

CAUTIONARY STATEMENT

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.

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 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.

---

Mar 31, 2023

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

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23
*Revenue from operations	1,45,778.22	1,49,145.95	1,45,778.22
Other Income	786.85	435.91	786.85
Total revenue	1,46,565.07	149,581.86	1,46,565.07
EBIDTA	10,314.85	16,606.47	10,314.32
EBIDTA Margin (%)	7.08	11.10	7.08
Finance Costs	3,599.41	3,593.89	3599.42
Depreciation and amortization expense	5,651.87	5,055.83	5651.87
Profit before tax	1,063.57	7,956.76	1063.03
Current Tax	435.59	1,403.55	435.59
Deferred tax	(88.76)	1,471.78	(88.76)
Profit after tax	716.74	5,081.43	716.20
Other comprehensive income for the year, net of tax	74.92	13.06	74.92
Total comprehensive income for the year	791.66	5,094.49	791.12
Earnings per share (Basic)	1.43	10.14	1.42
Earnings per share (Diluted)	1.41	10.01	1.41
*Revenue from operations excludes other operative income.

DIVIDEND

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

AMOUNT TRANSFER TO RESERVES

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

COMPANY''S PERFORMANCE AND OUTLOOK Standalone:

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

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

Consolidated:

The Company incorporated a subsidiary "AYM Textile Private Limited" on June 27, 2022. Accordingly, the Company is required

to prepare consolidated financial statements for the first time for the year ended March 31, 2023. During the period ended March 31, 2023, subsidiary has not carried any commercial transactions. Accordingly, the consolidated financial results are tabulated above.

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

SHARE CAPITAL AND LISTING Issue of Employee Stock Options

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

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

Issue of Equity Shares with Differential Rights

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

Issue of Sweat Equity Shares

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to 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, 2023 and of the profit and loss of the Company for that period;

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

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

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

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

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

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

There has been no change in the composition of Board of Directors and Key Managerial Personnel during the year under review. 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.

Pursuant to the provisions of sub-regulation (6)(e) of Regulation 17 of the SEBI (LODR) Regulations, 2015, the Members of the Company have approved the remuneration payable to Mr. Abhishek Mandawewala, Managing Director and CEO & Mrs. Khushboo Mandawewala, Whole Time Director of the Company, by passing special resolution(s) vide postal ballot notice dated February 4, 2023.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Khushboo A. Mandawewala is retiring by rotation at the 40th Annual General Meeting and being eligible has been recommended for re-appointment as a director liable to retire by rotation by the Board.

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

COMMITTEES OF THE BOARD OF DIRECTORS

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.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors of the Company, namely, Mr. Atul Desai, Mr. Mohan K. Tandon and Mr. K.H. Viswanathan, have given their 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 and are exempted from undergoing online proficiency self-assessment test.

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 link thereto is

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

BOARD EVALUATION

During the year under review, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant Rules, and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations and based on the circular issued by SEBI dated January 5, 2017, with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

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 Nomination and Remuneration Committee reviewed the performance of the individual Directors based on the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgement etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall

performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, independence of the committee from the Board, contribution to decisions of the Board, etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

thereto is https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

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

MEETINGS OF BOARD OF DIRECTORS

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

HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is a subsidiary of Mandawewala Enterprises Limited.

Further, the Board in its meeting held on May 7, 2022, had approved forming a new Wholly Owned Subsidiary (WOS) Company namely AYM Textiles Private Limited (AYM Textiles). As on March 31, 2023 the Company has 1 subsidiary Company 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 has yet to 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

https://www.avmsvntex.com/investors/corporate-governance/policies-code-compliances

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 (link).

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

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

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.

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.

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.

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

The Company believes that internal control is a prerequisite of governance and that 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 March 31, 2023, 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.

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

https://www.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 2022-23 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. 48 to the financial statement which sets out related party disclosures pursuant to IND AS-24.

VIGIL MECHANISM

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.

ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of energy:

(i) the steps taken or impact on conservation of

energy:

• Installed high efficiency motors in 5 Utility Machines resulting in saving of 15% power consumption.

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

• Replaced 3 Screw compressors with one centrifugal compressor.

• Reduce the Speed of Dyeing 11 Pump By Ac drive Installation to reduce energy consumption by 7.5 Kw/hr.

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

(ii) the steps taken by the Company for utilizing

alternate sources of energy:

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

(iii) the capital investment on energy conservation

equipment: Rs. 286 Lakhs.

b. Technology absorption:

(i) The efforts made towards technology absorption:

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

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

• Converted 6 BCF manufacturing lines from regular BCF to Alternative product.

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

• Install 3 new WSF machines to improve the yarn quality

(ii) The benefits derived like product improvement, cost 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 the financial year): NIL

(iv) Research and Development expenditures:

Rs. in Lakhs
Particulars	2022-23	2021-22
Revenue expenditure	1001.81	1,255.64
Capital expenditure	NIL	23.86
Total	1001.81	1279.50

c. Foreign Exchange Earnings and Outgo:

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

Earning in Foreign exchange - Rs. 677,19.78 Lakhs

Outgo in Foreign exchange - Rs. 532,53.12 Lakhs

DEPOSITS

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

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 39th Annual General Meeting have approved the appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Registration No- 012754N/N-500016), as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of the 39th Annual General 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.

AUDITORS'' REPORT

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

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

COST AUDITOR AND COST RECORDS

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 of the 40th Annual General Meeting of your Company.

During the year 2022-23 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) of the Act.

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

SECRETARIAL AUDITOR AND AUDIT REPORT

The Secretarial Audit of the Company for the financial year 202223, 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 2022-23, 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) of the Act.

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

RISK MANAGEMENT POLICY

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 & Reputational. ERM risk assessments covering

Company''s various businesses and functions are a key input for the annual internal audit program. During FY22, the focus was on reviewing effectiveness of actions taken to mitigate business, cyber security and other operational & Compliance risks.

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:

https://avmsvntex.com/investors/corporate-governance/policies-code-compliances

CODE OFCONDUCT

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.

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. 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.

CORPORATE GOVERNANCE

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 separately given in the Annual Report.

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

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

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.

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

CAUTIONARY STATEMENT

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.

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 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.

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Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present 35th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2018. These financial statements are the first financial statements of the Company under Ind AS.

I. Financial Highlights

(Rs.in Lakhs)

	2017-18	2016-17
Revenue from operations (Net of Excise*)	85,041.57	77,934.09
Other Income	558.95	378.47
Total revenue	85,600.52	78,312.56
EBIDTA	6,933.77	10,108.95
EBIDTA Margin (%)	8.20	13.00
Finance Costs	2,792.76	2,272.52
Depreciation and amortization expense	3,297.38	3,027.25
Profit before tax	843.63	4,809.18
Current tax	182.70	984.49
Deferred tax	(139.12)	(229.18)
Profit after tax	800.05	4,053.87
Other comprehensive income for the year, net of tax	(5.87)	(53.41)
Total comprehensive income for the year	794.18	4,000.46
Earning per share (Basic & Diluted) Rs.	2.02	10.33

* Revenue from operations includes other operative income.

II. Dividend

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

III. Performance and Outlook

During the year under review, revenue from operations (Net of Excise) & other operative income at RS. 85,041.57 Lakhs was as compared to RS. 77,934.09 Lakhs for previous year. Exports during the financial year 201718 were of RS. 27,398.35 lakhs as compared to RS. 16,665.28 lakhs during the previous year.

Performance of textile industry was affected due to introduction of The Goods and Service Tax (GST) during the year, lingering impact of demonetization of certain currency note in the previous year and increase in price of Nylon chips, the raw materials for Nylon yarn.

The Surat based textile industry reeled under GST impact, utilization of production capacity was therefore down during the year. Several traders and weavers did not initially get registered under GST, thereby affecting sales. Strike by textile industry in Surat and other places for protesting GST has affected sales of high margin products.

Increase in prices of the raw materials due to increase in price of crude has affected performance of the Company.

The Company now concentrates on polyester yarn rather than Nylon yarn, production of high quality products, increasing efficiency and utilisation of installed capacity, increase in customers and exports, etc.

The Company continuously develops new products to have better margin of profits.

The expansion project at an estimated project cost of RS. 76.50 crores for installation of spinning line, texturised machinery, sewing thread set up is under progress and is likely to be completed by the end of SeptembeRs. 2018.

The Company has further undertaken expansion programme at an estimated project cost of RS. 119 Crores to increase capacity of BCF yarn, manufacture new products by installing high tenacity lines, Nylon POY line, texturised machine, sewing thread set up and multiple yarn machines.

During the year, your Company’s long term credit rating and short term credit rating has been reaffirmed by CARE as CARE A and CARE A1 respectively. India Rating and Research Private Limited has reaffirmed rating of IND A for long term loans and fund based working capital facilities and IND A 1 for non-fund based working capital facilities.

Share Capital and Listing

a. Preferential issue of equity shares 63,50,000 equity shares of RS. 10 each at a premium of RS. 65 each issued and allotted to Mandawewala Enterprises Limited on preferential basis has been listed by BSE on 26th April 2018 and NSE on 13th April 2018.

43,16,666 warrants of RS. 75 each issued and allotted to Mandawewala Enterprises Limited are convertible into equity shares of RS. 10 each at premium of RS. 65 per share at the option of holder of the warrant in the ratio of 1:1 within 18 months from the date of allotment.

There is no deviation in the utilization of funds raised through the said equity/warrant from the purpose mentioned in the explanatory statement of the Notice convening Extra Ordinary General meeting held on 28th February 2018.

b. Issue of Employee Stock Options

The Shareholders of the Company has approved AYM ESOP scheme 2018 (“the scheme”) for issue of 9,80,989 equity shares under the scheme at Extra Ordinary General Meeting held on 28th February 2018; BSE has accorded In-principle approval for issue and allotment of the said shares on 26th April 2018 and NSE approved on 27th April 2018.

Your Director’s at their meeting held on 13^th August 2018 has granted 980,800 Equity Shares of RS. 10 each at par under the said scheme to managerial personnel of the Company, vesting period is over a period of 5 years as per the scheme.

IV. Directors’ Responsibility Statement

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 31st March 2018 and of the profit and loss of the Company for that period;

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

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

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

V. Disclosure as Required Under the Companies Act, 2013

a. Mr. Atul Desai, Mr. M. K. Tandon, Ms. Mala Todarwal and Mr. K. H. Viswanathan, the independent Directors have given declaration that they met the criteria of independent Directors as provided in sub section 6 of Section 149 of the Companies Act, 2013;

b. Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178 is placed on website of the Company and web link thereto is http://www.aymsyntex. com/uploads/slide r/nomination-and-remuneration-policy_asl-1-0152884001473234325.pdf

c. In compliance with the Act and SEBI (LODR) Regulation, 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration committee, has evaluated the effectiveness of the Board, its committees and individual Directors and all the results were satisfactory;

d. The CSR policy of our Company as approved by the Board of Directors’ is hosted on the Company’s website and web link thereto is http://www. aymsyntex.com/userfiles/file/CSR%20 Policy.pdf. Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure A;

e. Meeting of Board of Directors were conducted six times during the financial year 2017-18.

f. The Company is a subsidiary of Mandawewala Enterprises Limited.

g. Ratio of remuneration of Mr. B. A. Kale (Upto 6th May 2017) and Mr. Abhishek R. Mandawewala, the Directors to the median employee’s remuneration and other details are as under:

Name	Designation	Remuneration	% Increase	Ratio of Remuneration to Median Remuneration of employees (No. of times)
Mr. B.A. Kale	Executive Director (upto 6th May 2017)	138.57	NA1	102.06
Mr. Abhishek Mandawewala	Managing Director and CEO (w.e.f. 6th May 2017)	117.70	3.9%	66.09
Mr. Himanshu Dhaddha	Chief Financial Officer	67.22	NA2	37.75
Mr. Kaushik Kapasi	Company Secretary	41.94	NIL	23.55

1. Resigned w.e.f. 6th May 2017 and hence % increase is not computable.

2. Joined on 8th NovembeRs. 2016 and hence %increase is not computable.

Notes :

i. Average increase in remuneration of employees other than managerial personnel : 6.0% and managerial persons :3.0%

ii. The number of permanent employees on the rolls of Company: 1594

iii. The percentage increase in the median remuneration of employees in FY 2017-18 was 4.8%.

iv. Affirmation that the remuneration is as per the remuneration policy of the Company.

h. Mr. Abhishek R. Mandawewala, Managing Director & CEO and Mr. B. A. Kale, Executive Director (upto May 6 2017) of the Company have not received any remuneration from Mandawewala Enterprises Limited, the holding company.

i. Details in respect of adequacy of Internal Financial Controls (IFC) with reference to the Financial Statements:

Your Company has designed and implemented a framework for internal finance controls and the same are adequate and were operating effectively. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regulation.

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 2018, 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 a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company’s operation.

j. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm’s length basis and were in the ordinary course of business, to serve mutual need and mutual interest. Form AOC 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 is annexed as Annexure B. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company’s policy on related party transactions as approved by the Board is hosted on your Company’s website and a weblink thereto is http:// www.aymsyntex.com/uploads/slider/ related-parties-transaction-policy_asl-0334404001465570841 .pdf. The details of the related party transactions are set out in Note 47 to the financial statements forming part of this report.

k. Particulars of loans, guarantees or investments under section 186:

The Company has not granted any loans or provided any guarantees or security under section 186 of The Companies Act during the financial year. However, the Company has made investment of RS. 70,75,880/- by acquiring 7,07,588 class A Equity Shares of RS. 10 each of Sai Wardha Power Generation Limited during the financial year. The said investment is included under the heading Security Deposit under Note-15 in the Financial Statements in accordance with the requirements of Ind AS - 32 ‘Financial Instrument’.

l. Details of establishment of vigil mechanism for Directors and employees as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015:

The Company has a Whistle Blower Policy and Vigil Mechanism for its Directors and employees and no personnel have been denied access to Mr. Atul Desai, Chairman of the Audit Committee.

VI. Extract of Annual Return

An extract of Annual Return report in Section 92 of The Indian Companies Act, 2013 is placed on website of the Company and a weblink thereto is: http:Wwww.aymsyntex.com/ uploads/slider/doc00901720180810172707. pdf.

VII. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a. Conservation of energy:

i. The steps taken or impact on conservation of energy:

The Company has taken several steps for improving efficiency of Utilities, repairing insulation lines, attending air leakage in POY division and Utility, etc. and saved 4473 units per day at Rakholi plant.

ii. The steps taken by the Company for utilizing alternate sources of energy: Nil

iii. The capital investment on energy conservation equipments: Nil

b. Technology absorption:

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

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

iv. Research and Development expenditures:

c. 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. 27398.35 Lakhs

Outgo in Foreign exchange -RS. 22029.44 Lakhs

VIII. Directors/ Key Managerial Personnel (KMP)

Mr. Abhishek R. Mandawewala being the longest in duration is liable to retire by rotation at the 35th Annual General Meeting. He holds the office of Managing Director and CEO upto 31st July 2018. The Board of Directors at their meeting held on 21st May 2018 reappointed him as a Managing Director & CEO for a further period of three years with effect from 1st August 2018.

Mr. K. H. Viswanathan has been reappointed as an independent Director for the second term with effect from 1st August 2018 for a period of five years by the Board of Directors at their meeting held on 21st May 2018.

Board has recommended the aforesaid reappointment of Mr. K. H. Viswanathan and Mr. Abhishek R. Mandawewala.

IX. Committees of the Board of Directors

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.

X. Deposits

The Company has not accepted any deposit within the meaning of the 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.

XI. Auditors

Price Waterhouse Chartered Accountants LLP the statutory auditors holds office of auditors for a period of five years from 28th SeptembeRs. 2017, the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.

XII. Cost Auditor and Cost Records

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Audiotrs) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2018-19 at remuneration of RS. 1.10 lakhs per annum on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

XIII. Corporate Governance

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

XIV. Auditors’ Report

There is no qualified opinion in the Auditors’ Report.

We refer to para i (c) of Annexure B of Independent Auditor’s Report and state that the Company is in the process of executing document to transfer freehold land in respect of two plots of RS. 20.04 Lakhs (net block) in the name of the Company. The Company is in possession of land without any interference for more than 12 year Further in respect of documents of title deeds of six residential flats of RS. 10.18 lakhs (net block), we clarify that the said flats are in the name of the Company and the Company is in the process of tracing the physical agreements of the said flats.

XV. Secretarial Audit Report

A Secretarial Audit Report given by Mr. A. L. Makhija, the Company Secretary in practice is herewith annexed as Annexure C.

XVI. Risk Management Policy

The Company has evolved risk management policy identifying primary risk and secondary risk. Primary risk includes manpower development, product efficiency, pace of development of new products, competition. Board has not identified any risk which threatens the existence of the Company.

XVII.Familiarization Program for Independent Directors (Regulation 46 of SEBI (LODR), 2015)

The details of familiarization program (for independent Directors) is disclosed on the Company’s website and a web link thereto is http://www.aymsyntex.com/ uploads/slider/familiarisation-policy_asl-0696954001465570802.pdf

XVIII. 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 put on the Company’s website for information of all the members of the Board and management personnel and a weblink thereto is http://www.aymsyntex. com/ uploads/slider/code-of-conduct_asl-0346189001465455595.pdf.

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

XIX. Particulars af Employees

Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D.

XX. Prevention of Sexual Harassment at Workplace

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has adopted a policy on prevention of sexual harassment at workplace.

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

During the year, the Company has received one complaint and appropriate action has been taken by the Company in this regard.

XXI. Acknowledgement

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your Directors also wish to place on record sincere appreciation of the dedicated services, hard work, solidarity and profuse support of all the employees of the Company.

For And On Behalf of the Board of Directors

Rajesh R Mandawewala

Chairman

DIN: 00007179

Place: Mumbai

Date : 13th August 2018

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty-Second Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

I. FINANCIAL RESULTS

(Rs. in lacs)

2014-15 2013-14

Gross Profit before Depreciation 8687.32 6303.31 & Finance Expenses

Less: Finance Expenses 2391.64 2389.65

Depreciation 2020.22 1911.04

Profit/(Loss) before tax 4275.46 2002.62

Less - Current Tax - Current year 906.49 430.27

- Earlier period - 33.59

Add - MAT credit entitlement (906.49) (430.27)

Add/(Less) -Fringe Benefit Tax - -

Profit/ (Loss) after tax 4275.46 1969.03

II. DIVIDEND

The Board of Directors has recommended accumulated dividend subject to approval of banks of -

* Rs. 3,06,11,750 on already redeemed 8% Redeemable Cumulative Preference Shares;

* Rs. 37,87,397 on already converted 6% Optionally Convertible Cumulative preference shares into Equity shares

III. OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 834.86 Crores and Rs. 86.87 Crores respectively as compared to Rs. 896.38 Crores and Rs. 63.03 Crores respectively for the previous year. Net sales and services of the Company have been reduced by 6.86 % but net profit has increased by 117% over the previous year.

Exports during the financial year 2014-15 were of Rs. 185 Crores as compared to Rs. 214 Crores during the previous year.

Turnover of the Company is reduced due to reduction in price of raw materials and finished goods following slash in price of crude oil. Concentration on high margin products, development of new products and production of BCF yarn coupled with reduction in prices of raw materials following slash in price of crude oil has increased profitability of the Company.

The Company has received in house R & D recognition for Rakholi and Palghar R & D Centers from Department of Scientific & Industrial Research.

India Rating & Research vide their letter dated May 13 2015 has assigned a Long term issuer rating and working capital facilities of IND A-; outlook stable.

IV. ExPANSION

The Company proposes to double its existing BCF manufacturing capacity, increase capacity of Dyeing vessel, install Nylon mother yarn line, add laboratory equipment, etc. at an estimated project cost of Rs. 70 Crores which is proposed to be financed by way of internal accruals of Rs. 23 Crores and term loan of Rs. 47 Crores. Approvals of Banks for the term loan have been received. Implementation of the project is commenced and is likely to be completed by the end of 30th April 2016.

V. DIRECTORS' RESPONSIBILITY STATEMENT

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 31st March 2015 and of the profit and loss of the company for that period;

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

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

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

VI. DISCLOSURE AS REQUIRED UNDER THE COMPANIES ACT 2013:

a. Mr. Atul Desai, Mr. M. K. Tandon, Ms. Mala Todarwal and Mr. K. H. Viswanathan, the independent directors have given declaration that they met the criteria of independent directors as provided in sub section 6 of Section 149 of the Companies act 2013.

b. Nomination and Remuneration committee (NRC) at their meeting held on 29th May 2014 approved and recommended policy relating to criteria for determining qualifications, positive attributes and independence of directors, the remuneration for the directors, key managerial personnel and other employees; the Board of directors approved the said policy as recommended by NRC at its meeting held on 29th May 2014.

c. NRC at their meeting held on 21st January 2015 laid down criteria for the evaluation of Board of directors. Evaluation of directors consisted of two parts i.e. quantitative data and qualitative data. The instruments was so designed that only ticks was required with no provision for descriptions, name of the directors who has evaluated is not disclosed. Evaluation took place in March 2015 and the same was discussed by the Board of directors and took remedial action at its meeting held on 30th March 2015 (Rules 8 (4) under Chapter 9 of the Companies (Accounts) Rules, 2014)

d. CSR activities is attached- Refer Annexure A

e. Meeting of Board of directors were conducted four times during the financial year 2014-15.

f. The Company is a subsidiary of Krishiraj Trading Limited.

g. Ratio of remuneration of Mr. B A Kale to the median employee's remuneration and other details as may be prescribed - Section 197 (12)

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; 124.66 times

(ii) the percentage increase in remuneration of Chief Financial Officer: 15%, Company Secretary:10%

(iii) the percentage increase in the median remuneration of employees in the financial year: 0%

(iv) the number of permanent employees on the rolls of company: 1535

(v) the explanation on the relationship between average increase in remuneration and company performance:

* Increase in remuneration is largely based on performance of individuals.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

* Commission to ED and incentives to some of the executives besides fixed salary are directly related to performance of the Company

(vii) 31/03/2014 31/03/2015 Variation

Market 30.10 134.79 104.69 capitalization (Rs. in lacs)

P/E ratio 1.53 3.15 1.62

Market price 7.67 34.35 26.68 per share (in Rs. ) EPS (in Rs. ) 5.02 10.90 5.88

Public Offer price on Market issue of shares on price as on preferential basis as 31/03/2015 on 7-12-2012 Rs. 13.48 per share Rs. 34.35

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average increase in remuneration of employees other than managerial personnel 10% and key managerial persons - 12.50%

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company - Commission @ 2.50% on net Profit to executive director and Incentives to some of KMP is directly based on performance of the Company

(x) the key parameters for any variable component of remuneration availed by the directors- 2.5% commission on Profits calculated under section 197 of the Companies act 2013 to Executive director besides fixed remuneration

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- nil; and

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.

h. Mr. B. A. Kale, executive director of the Company has not received any remuneration from Krishiraj Trading Limited, the holding company.

i. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Internal financial controls are adequate and were operating effectively. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regulation.

j. Details of arrangement entered into with Welspun Wintex Limited under section 189 ( related party) is mentioned in form AOC-2 as mentioned below under Rule 8 (2) of the Companies (Accounts) Rules, 2014

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with Related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including Certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis - No such transaction

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship

* Welspun Wintex Limited

(b) Nature of contracts/arrangements/transactions

* Purchase of POY

(c) Duration of the contracts / arrangements/transactions

* 01.04.2014 TO 30.06.2014

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

* Rs. 255.12 Lacs

(e) Date(s) of approval by the Board, if any:

* Board meeting dated 01.08.2014

(f) Amount paid as advances, if any:

* Nil

A. Particulars of loans, guarantees or investments under section 186.

The Company has not made investment nor given loan nor provide any guarantee for repayment of loan under section 186 of the act

B. Details of establishment of vigil mechanism for directors and employees

Clause 49(II) (F) of listing agreement.

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and no personnel have been denied access to the Audit Committee.

VII. Conservation of energy, technology absorption and foreign exchangeearnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

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

(ii) the steps taken by the company for utilizing alternate sources of energy;

The Company has availed power partly from alternative source by entering into agreement with Daksha Infrastructure Pvt Ltd on open access basis and saved the amount of Rs. 50.56 Lacs

(iii) the capital investment on energy conservation equipment's;

Nil

(B) Technology absorption:

* The Company has not entered into technical collaboration and as such not applicable.

The Research and Development capital/revenue expenditure during FY 2014-15 is Rs. 760.52 Lacs.

(C) 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.

FOB value of export - Rs. 17292.07 lacs

CIF value of imports - Rs. 19108.65 lacs

VIII. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B. A. Kale and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 32nd Annual General Meeting and being eligible has offered themselves for reappointment.

Mr. Abhishek Mandawewala has been appointed as an additional director w.e.f. 31.07.2015 and whole time director w.e.f. independent 01.08.2015

Mr. K. H. Viswanathan has been appointed as an additional Independent director with effect from 31.07.2015.

Board has recommended re-appointment of the aforesaid retiring directors, appointment of Mr. K. H. Viswanathan as an independent director and Mr. Abhishek Mandawewala as a director/whole time director.

Mr. Bhaskar Sen, Sr. Vice President (Accounts and Commercial) is appointed as a CFO by the Board of Directors at its meeting held on 1st August 2014.

IX. AUDIT COMMITTEE

The Audit Committee consists of the following 5 Non-Executive Directors

a. Mr. Atul Desai - Chairman

b. Mr. M. K.Tandon - Member, independent

c. Ms. Mala Todarwal - Member, independent

d. Mr. K. H. Viswanathan (w.e.f. 31.07.2015) - Member, independent

e. Mr. R. R. Mandawewala (w.e.f. 14.05.2015) - Member

x. DEPOSITS

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

xI. AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants were re-appointed for the period of three years till the conclusion of 34th Annual General meeting. Members are requested to ratify their appointment from the conclusion of 32nd Annual General Meeting to the conclusion of 33rd Annual General Meeting.

xII. CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

XIII. AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under: Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years. In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 29 is necessary.

XIV. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Mr. A. L. Makhija, a company secretary in practice is herewith annexed.

XV. RISK MANAGEMENT POLICY

Board of Directors at their meeting held on 29th January 2015 considered and approved risk management policy and identified the major risk in price volatility in key raw materials.

XVI. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR (CLAUSE 49 OF LISTING AGREEMENT)

The details of familiarization program (for independent directors) is disclosed on the Company's website and a web link thereto is http://www.welspunsyntex.com/userfiles/file/WSL_Familiarisation_ policy.pdf

XVII. CODE OF CONDUCT

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put 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.

XVIII. PARTICULARS OF EMPLOYEES

Details of the every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith attached.

XIX. ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

B. A. Kale R. R. Mandawewala Executive Director Director Mumbai, Date: 31st July 2015

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Mar 31, 2014

The Members,

WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirty-frst Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs) 2013-14 2012-13

Gross Profit before Depreciation and 6303.33 4948.19 Finance Expenses

Less: Finance Expenses 2389.65 1864.70

Depreciation 1911.04 1481.03

Profit/(Loss) before tax 2002.64 1602.46

Less – Current Tax – Current year 430.27 318.19

-Earlier period 33.59 0

Add - MAT credit entitlement (430.27) (318.19)

Add/(Less) -Fringe benefit Tax - -

Profit/ (Loss) after tax 1969.05 1602.46

DIVIDEND

The Board of Directors have recommended accumulated dividend subject to approval of Banks of - Rs.6,05,81,128/- on already redeemed 10% Optionally Cumulative Convertible preference shares (accumulated upto the date of redemption);

- Rs.6,14,18,763/- on already redeemed 8% Redeemable Cumulative Preference Shares. (accumulated upto 31st March 2008)

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 89638.15 Lacs and Rs.6303.33 Lacs respectively as compared to Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 15.50% and 27.39 % respectively over the previous year.

Exports during the financial year 2013-14 were of Rs. 21449.23 Lacs as compared to Rs. 21335.30 Lacs during the previous year.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of 614.30 Lacs as against Rs. 115.59 Lacs during the previous year in view of fuctuation in foreign exchange. Packing, Dyes and chemical cost have also increased due to strong USD in frst two quarters. Market was comparatively weak during the third quarter. The Company has developed market for carpet yarn, yarn for Bath rugs and spandex covered yarn for denim industry. In spite of increase in cost, the earnings have increased due to several steps taken by the Company during the year for improving margins.

EXPANSION

The Company has completed the expansion project at approximate cost of Rs.150 crores by 15th December 2013. It has increased Texturised , spinning capacity of Nylon mother yarn and produced new product Bulk continuous flament yarn. Now the Company proposes to install additional machinery for manufacturing BCF yarn at an installed capacity of 540 MT per annum , the cost of which alongwith accessories are aggregating to Rs.10 Crores.

DIRECTORS'' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2014 and of the Profit or loss of the Company for that period.

iii. That the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. B. K. Goenka and Mr. R. R. Mandawewala, the directors of the Company retire by rotation at the 31st Annual General Meeting and being eligible have offered themselves for reappointment.

Board of Directors has appointed Mr. Atul Desai and Mr. M. K. Tandon as independent directors at their meeting held on 29th May 2014 for a period of five years and Ms. Mala Todarwal as an independent woman director at their meeting held on 1st August 2014 for a period of two years.

Board has recommended re-appointment of the aforesaid retiring directors and appointment of independent directors.

AUDIT COMMITTEE

The Audit Committee consists of the following 3 Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member, independent

c. M.K.Tandon - Member, independent

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company''s Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the three years and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS'' REPORT

Please refer to Auditors'' Observations/ Qualifications and in relation thereto the Board of directors'' state as under:

Auditors have qualified report under para ''''Basis for qualified opinion'''' drawing attention to Note no. 30 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years. In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no. 30 is necessary.

COST AUDIT REPORT

Due date of fling of the Cost audit report for the Financial year 2013-14 as submitted by M/S. Kishore Bhatia & Associates, Cost Accountant is 27th September 2014.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS B. A. Kale R.R.Mandawewala Executive Director Director

Mumbai, Date: 1st August 2014

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Mar 31, 2013

To , The Members of WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Thirtieth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs) 2012-13 2011-12

Gross Profit before Depreciation and Finance Expenses 4948.19 4151.81

Less: Finance Expenses 1864.70 1734.19

Depreciation 1481.03 1261.27

Profit/(Loss) before tax 1602.46 1156.35

Less – Current Tax – Current year 318.19 231.36

Earlier period 0 0

Add – MAT credit entitlement (318.19) (231.36)

Add/(Less) – Fringe Benefit Tax (0.89)

Profit/ (Loss) after tax 1602.46 1157.24

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 77611.82 Lacs and Rs. 4948.19 Lacs respectively as compared to Rs. 61155.05 Lacs and Rs. 4151.81 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits have thus increased by 26.90% and 19.18% respectively over the previous year.

Exports during the financial year 2012-13 were of Rs. 21335.30 Lacs as compared to Rs. 14236.46 Lacs during the previous year, registering increase by 49.86%.

Power cost is increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost has been increased due to rise in rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of Rs. 115.59 Lacs during the financial year 2012-13 in view of fluctuation in foreign exchange. The Company has developed market for carpet yarn, yarn for Bath rugs, and spandex covered yarn for denim industry.

EXPANSION

The Company is under major expansion at total capital outlay of Rs. 168.37 Crores so as to increase capacity of texturised yarn, spinning capacity of POY/FDY/mother yarn splitting (mother yarn-polyester) capacities, Dyed texturised yarn and introducing BCF (Bulk Continuous Filament) Yarn which is useful for making Carpets.

DIRECTORS'' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2013 and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Bhalchandra Anant Kale and Shri M.K. Tandon, the directors of the Company retire by rotation at the 30th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended re-appointment of the aforesaid directors.

AUDIT COMMITTEE

The Audit Committee consists of the following 3 Independent Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member

c. M.K.Tandon - Member

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company''s Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as an Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS'' REPORT

Please refer to Auditors'' Observations/ qualifications and in relation thereto the Board of directors'' state as under:

i) Auditors have qualified report under para "Basis for qualified opinion" drawing attention to Note no. 29 of notes to the accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years.In view of the above, the Board is of the view that no adjustment to the amounts as mentioned in note no 29, is necessary,

ii) We refer to para (iv) of Annexure to Auditors Report and state that appropriate action shall be taken to strengthen internal control system pertaining to fixed assets.

COST AUDITOR

The Company has appointed M/S. Kishore Bhatia & Associates, Cost Accountant as a Cost auditor pursuant to order issued by Ministry of Corporate affairs, cost audit branch dated 6th November 2012. Due date of filing the report is 27th September 2013.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors'' Report. Form B relating to research and technology, absorption being nil is not attached.

Foreign exchange used and earning is mentioned below: Used: Rs. 19218.70 Lacs (Rs. 9219.55 Lacs) Earning: Rs.18702.00 Lacs (Rs.13720.08 Lacs)

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hardwork, solidarity and profuse support by all the employees of the Company.

For and on behalf of the Board of Directors

B. A. Kale R.R.Mandawewala

Executive Director Director

Place : Mumbai,

Date: 22nd May 2013

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Mar 31, 2012

To, The Members of WELSPUN SYNTEX LIMITED,

The Directors are pleased to present the Twenty-Ninenth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS AND APPROPRIATIONS

(in Lacs)

2011-12 2010-11

Gross Profit before Depredation and

Finance Expenses 4151.81 3423.13

Less: Finance Expenses 1734.19 1071.62

Depredation 1261.27 1139.47

Profit/(Loss) before tax 1156.35 1212.04

Less-Current Tax-Current year 231.36 241.57

-Earlier period * 0 (69.64)

Add- MAT credit entitlement (231.36) (241.57)

AJd Fringe Benefit Tax (0.89) 0.34

Profit/(Loss) aftertax 1157.24 1281.34

Profit/(Loss) brought forward 965.12 (316.21) Dividend on optionally convertible

cumulative preference shares 590.72 0

Tax on Dividend 95.84 0

Balance carried to Balance Sheet 1435.80 965.12

DIVIDEND

The Board of Directors have recommended dividend including accumulated of Rs.590.72 Lacs on Optionally Convertible Cumulative Preference shares

OPERATIONS

During the year under review, Net sales and services and Gross Profit before Interest and Depreciation were of Rs. 61155.05 Lacs and Rs. 4151.81 Lacs respectively as compared to Rs. 50291.39 Lacs and Rs. 3423.13 Lacs respectively for the previous year. Net sales and services of the Company and Gross Profits has thus increased by 21.60 % and 21.29 % over the previous year.

Exports during the financial year 2011-12 were ofRs. 14236.46 Lacs as compared to Rs. 10401.08 Lacs during the previous year, registering increase by 36.87%.

Power cost increased due to increase in power tariff both in Palghar, Maharashtra as well as at Rakholi, Silvassa. Interest cost increased due to rate of interest and increase in borrowing for working capital. Foreign exchange difference losses were of Rs.344.71 Lacs during the financial year 2011-12 in view of fluctuation in foreign exchange. The Company has developed Panipat market for carpet yarn, yarn for Bath rugs, and spandex covered yarn for denim industry. The Company has been accredited with "BBB" rating {investment grade} by the credit rating agency, CARE. This is as against our earlier rating of "BBB- " {non-investment grade}

EXPANSION

The Company is under major expansion at total capital outlay of Rs. 168.37 Crores so as to increase capacity of texturised yarn, spinning capacity of POY/FDY/mother yarn splitting ( mother yarn-polyester) capacities, Dyed texturised yarn and introducing BCF (Bulk Continuous Filament) Yarn which is useful for making Bath-rugs and Carpets.

DIRECTORS' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31 st March, 2012 and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Rajesh R. Mandawewala and Shri R.K. Jain, the directors of the Company retire by rotation at the 29th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended re-appointment of the aforesaid directors.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

The Audit Committee consists of the following 3 Independent Non-Executive Directors

a. Raj Kumar Jain - Chairman

b. Atul Desai - Member

c. M.K.Tandon - Member

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as an Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under:

i) Para 4(f) referring Note no. 29 of notes of accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years in respect of Rakholi land.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors' Report. Form B relating to research and technology, absorption being nil is not attached.

Foreign exchange used and earning is mentioned below: Used: Rs. 9219.55 Lacs (Rs. 6052.67 Lacs)

Earning: Rs. 13720.08 Lacs (Rs. 9773.10 Lacs)

PARTICULARS OF EMPLOYEES

There were no employees covered under the purview of the Section 217 (2A) of the Companies Act, 1956 and the Rule framed thereunder.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Commercial Banks and other authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

B. A. Kale R. R. Mandawewala

Executive Director Director

Place : Mumbai,

Date : 23rd May 2012

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Mar 31, 2011

The Members,

WELSPUN SYNTEX LIMITED

The Directors are pleased to present the Twenty-eighth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in Lacs)

2010-11 2009-2010

Gross Profit before Depreciation and Finance Expenses 3222.34 2711.86

Less: Finance Expenses 870.83 933.23

Depreciation 1139.47 1065.89

Profit/(Loss) before tax 1212.04 712.74

Provision for tax – Current Tax 241.57 121.13

MAT credit entitlement (241.57) (121.13)

Earlier Tax (69.64) Nil

Fringe Benefit Tax 0.34 Nil

Profit/ (Loss) after tax 1281.34 712.74

Profit/ (Loss) brought forward (316.21) (1028.95)

Balance carried to Balance Sheet 965.12 (316.21)

In order to conserve resources, no dividend is recommended.

OPERATIONS

During the year under review, Net sales / services and Gross Profit before Interest and Depreciation were of Rs. 49633.26 Lacs and Rs. 3222.34 Lacs respectively as compared to Rs. 36112.19 Lacs and Rs. 2711.86 Lacs respectively for the previous year. Turnover of the Company and Gross Profits has thus increased by 37.44 % and 18.82% over the previous year.

FOB value of Exports during the financial year 2010-11 were of Rs. 9773.10 Lacs as compared to Rs. 6671.84 Lacs during the previous year, registering increase by 46.48%.

Performance has improved due to cost effective steps taken by the management, change in product mix, increase in production and increase in demand of polyester texturised yarn due to increase in prices of cotton.

Expansion

The Company is under minor expansion at total capital outlay of Rs. 33.10 Crores. The company added texturised machine, dyeing machine, twisting machine and is in the process of installing POY line/FDY line.

The project is partly financed by way of term loan of Rs. 21.91 Crores and balance by way of internal accruals. The said expansion is likely to be completed by June, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2011 and of the profit or loss of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the accounts on a going concern basis.

DIRECTORS

Shri R.R.Mandawewala, has resigned from office of Managing Director, however he continues to be a Director of the Company. Shri M. L. Mittal has resigned from the office of directorship with effect from 14-02-2011. The Board appreciated services rendered by them during tenure of their office.

Shri B.A. Kale has been appointed as an additional director as well as an Executive Director of the Company w.e.f. 30.10.2010. He holds office as a director upto the date of ensuing Annual General Meeting and is eligible for reappointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri B.K.Goenka and Shri Atul Desai, the directors of the Company retire by rotation at the 28th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended appointments/re-appointments of the aforesaid directors.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Company's Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as an Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fix their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS' REPORT

Please refer to Auditors' Observations/ qualifications and in relation thereto the Board of directors' state as under:

i) Para 4(f) referring to Note no. 9 of notes of accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years in respect of Rakholi land.

ii) Para (i) (a) of the Annexure and state that we have given sufficient description of all individual assets in fixed Assets Register and based thereon the assets are easily identifiable.

References drawn by the auditors in their report other than mentioned above are self-explanatory.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors' Report. Form B relating to research and technology, absorption being nil is not attached.

Foreign exchange used and earning is mentioned below:

Used : Rs. 6052.67 Lacs (Rs. 3684.84 Lacs)

Earning : Rs. 9773.10 Lacs (Rs. 6671.84 Lacs)

PARTICULARS OF EMPLOYEES

There were no employees covered under the purview of the Section 217 (2A) of the Companies Act, 1956 and the Rule framed thereunder.

APPRECIATION

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Employees, Commercial Banks and other authorities.

For and on behalf of the Board of Directors

B. A. Kale R.R.Mandawewala Executive Director Director

Mumbai, 25 May 2011

---

Mar 31, 2010

The Directors are pleased to present the Twenty-seventh Annual Report together with Audited Statement of Accounts of the Company for the year ended 31 March, 2010.

FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in Lacs)

2009-2010 2008-2009

Gross Proft before Depreciation

and Finance Expenses 2711.86 1522.81

Less: Finance Expenses 933.23 1047.13

Depreciation 1065.89 1185.49

Proft/(Loss) before tax 712.74 (709.81)

Provision for tax - Current Tax 121.13 Nil

MAT credit entitlement (121.13) Nil

Earlier Tax Nil 4.42

Fringe Beneft Tax Nil 11.32

Proft/(Loss) after tax 712.74 (725.55)

Proft/ (Loss) brought forward (1028.95) (290.36)

Less: Transfer to Fixed Assets Nil 13.04

Balance carried to Balance Sheet (316.21) (1028.95)



In view of accumulated losses, no dividend is recommended.

OPERATIONS

During the year under review, Net sales / services and Gross Proft before Interest and Depreciation were of Rs. 36112.18 Lacs and Rs.2711.86 Lacs respectively as compared to Rs. 31400.50 Lacs and Rs. 1522.81 Lacs respectively for the previous year. Turnover of the Company and Gross Profts is thus increased by 15% and 78% respectively over the previous year.

Exports during the fnancial year 2009-10 were of Rs.7038.27 Lacs as compared to Rs. 5471.99 Lacs during the previous year, registering increase by 28%.

Performance is improved due to

1) Cost effective steps taken by the management.

2) Stability in price of raw materials,

3) Change in product mix, suiting marketing conditions

4) De-bottlenecking for proftable varieties by installing Double density texturised machine, precision cone winders, High BulkTFO machine, new attachments, etc.

5) Increase in production at both plants

6) Increase in demand of Polyester due to increase in prices of cotton

7) Thrust on Exports ( 30% of total volume )

8) Engaging Over-seas technicians to develop new products & improve plant effciencies

DIRECTORS’ RESPONSIBILITY STATEMENT

i. In the preparation of the annual accounts, applicable accounting standards have been followed, with proper disclosure of any departures.

ii. The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year 31 March, 2010 and of the proft or loss of the Company for that period.

iii. That the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv That the directors have prepared the accounts on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Raj Kumar Jain and Shri M. K. Tandon, the directors of the Company retire by rotation at the 27th Annual General Meeting and being eligible have offered themselves for reappointment.

Board has recommended their re-appointments.

AUDIT COMMITTEE

Constitution of Audit Committee is mentioned in Corporate Governance Report as enclosed.

PUBLIC DEPOSITS

The Company has not accepted deposits during the year within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of Deposit) Rules, 1975.

AUDITORS

Your Companys Auditors, M/s. MGB & Co, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as Auditors of the Company. Members are requested to consider their reappointment as the Auditors of the Company for the current year and to fx their remuneration.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. Management Discussion and Analysis Statement is separately given in the Annual Report. A certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report.

AUDITORS REPORT

Please refer to Auditors Observations/ qualifcations and state as under:

i) Para 4(f) referring to Note no. 10 of notes of accounts and state that the Company is in the process of executing document to transfer Land to the name of the Company. The Company is in possession of Land without any interference for more than 12 years in respect of Rakholi land.

ii) Para (i) (a) of the Annexure and state that we have given suffcient description of all individual assets in fxed Assets Register and based thereon the assets are easily identifable.

iii) Para (ix) (a) of the Annexure and state that delay in payment of statutory dues in few cases is due to administrative diffculty.

iv) Para (xi) of the Annexure and state that default in repayment of installments/ interests to Banks and debenture holders was due to cash crunch.

References drawn by the auditors in their report other than mentioned above are self-explanatory.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors’ Report.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 forms part of this report.

APPRECIATION

Your Directors take this opportunity to express gratitude for valuable assistance and co-operation extended to the Company by Financial Institutions, Employees, Commercial Banks and other authorities.

For and on behalf of the Board of Directors

R.R. Mandawewala M. L. Mittal

Managing Director Director

Mumbai, 11 May, 2010