Your directors have pleasure in presenting Thirty-One Annual Report together with the Audited
Accounts of the Company for the year ended 31^st March 2025.

1. Financial Highlights:

Standalone Performance:

During the financial year 2024-25, the Company delivered a strong performance, reflecting
resilience and efficient operational management in a competitive environment. On a standalone
basis, the total income from operations increased to ?42.42 crore as compared to ?39.37 crore in
the previous financial year 2023-24, registering a year-on-year growth of approximately 7.75%.
This growth was primarily driven by enhanced sales volumes and improved market penetration.

The Company achieved a significant reduction in total expenses, which declined from ?30.74
crore in FY 2023-24 to ?26.12 crore in FY 2024-25 — a decrease of approximately 15%. This
reflects better cost optimization strategies and operational efficiencies adopted during the year.

As a result, the Profit Before Tax more than doubled, increasing from T8.63 crore in FY 2023-24 to
?16.30 crore in FY 2024-25. After accounting for tax expenses of ?3.73 crore (as against T1.95 crore
in the previous year), the Profit After Tax (PAT) stood at ?12.57 crore, a remarkable growth of
around 88% compared to ?6.68 crore in the preceding year.

The Earnings Per Share (EPS) improved significantly from ?0.035 in FY 2023-24 to ?0.066 in FY
2024-25, reinforcing the Company's improved profitability and value generation for

shareholders.

2. Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.

3. Dividend:

The Board of Directors has considered it prudent not to recommend any dividend for the
Financial Year under review.

4. Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the
Company. The company main object is manufacturing and exporting in textile products.

5. Share Capital;

The Authorised Share Capital of the company as at the end 31st March 2025 was Rs.
20,00,00,000/- there is no change in the Authorised Share Capital during the year under review.

The Paid-up Share Capital of the company as at the end 31st March 2025 was yRs. 18,94,77,000/-.
During the year under review, the Company has not issued shares or convertible securities or
shares with differential voting rights nor has granted any stock options or sweat equity or
warrants. As on March 31, 2025, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

6. Extract of Annual Return:

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on
the Company's website and can be accessed at http: / /www.amitinternational.in & Extracts of
the Annual return in form MGT-7 for the Financial Year 2024-25 is uploaded on the website of the
Company arid can be accessed at http: / / www.amitinternational.in/ .

7. Subsidiaries, Joint Ventures and Associate Companies:

There is no Subsidiaries, Joint Ventures and Associate Companies as on 31^st March 2025.

8. Details of Directors and Key Managerial Personnel

Change in Composition of Board of Director during the year under review:

> Appointment of Ms. Sheetal Ganatra as a Non-Executive Independent Director w.e.f.
20/11/2024.

> Appointment of Mr. Somnath Vaijnath Kumbhar as a Non-Executive Independent Director
w.e.f. 20/11/2024.

> Resignation of Mr. Naresh Nanalal Vaghani from the post of directorship w.e.f. 20/11/2024.

> Resignation of Ms. Rupa Ramnikbhai Zaveri from the post of directorship w.e.f. 20/11/2024.

In accordance with the provisions of the Act and the Articles of Association of the Company
Mr. Kirti Jethalal Doshi is liable to retire by rotation and being eligible has offered herself for re¬
appointment.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015,

9. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the

performance of the individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole arid performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent Directors, at which
the performance of the Board, its committees arid individual directors was also discussed.

10. Corporate Governance:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate
governance provisions are applicable to your Company as the Company's paid up Equity Share

Capital does exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March
31, 2024. Since the company paid up share capital is Rs. 18,94,77,000 thereby exceeding the Limit
required therefore the company has complied with all the regulation of corporate governance the
details of same is men honed in the report attached as Annxure-1.

A separate section on Corporate Governance Standards followed by your Company, as stipulated
under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate
Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. Mayur More& Associates Practicing Company Secretaries, conforming
compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18,19,
20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015,
is annexed to this Report.

11. Number of Board Meetings:

During the Financial Year 2024-25, Seven meetings of the Board of Directors of the company were
held. The date of the meetings of the board held is as under-

The necessary quorum was present for all the meetings. The attendance of Director is
mentioned below:

12. Committees of the board:

The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions of
applicable laws and statues.

The Board has constituted following Committees:

> Audit Committee,

> Nomination & Remuneration Committee and

> Stakeholders Relationship Committee.

The composition of various committees and compliances, as per the applicable provisions of the
Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing regulations") are as follows.

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the 'Report on Corporate Governance' of the company which

forms part of this Annual Report

13. Particulars of Loan, Investments Guarantees and Securities under Section 186

The Complete details of Loan, Investments Guarantees and Securities covered under section 186
of The Companies Act, 2013 as attached in the financial statement and notes there under.

14. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year under
review were in the ordinary course of business and on arm's length basis. All transactions

entered with related parties were in compliance with the applicable provisions of the Companies
Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus the
company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the
transactions with Related Party are provided in the Company's financial statements Note No. 16
in accordance with the Accounting Standards.

There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large. All related party transactions are placed before the
Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has formulated
a policy on related party transactions which is also available on Company's website at the link

http: / /www.amitinternational.in/investors/code-of-fair-disclosure This policy deals with the
review and approval of related party transactions. The Board of Directors of the Company has
approved the criteria for giving the omnibus approval by the Audit Committee within the overall
framework of the policy on related party transactions.

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

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has
introduced various measures to reduce energy consumption and install the latest technologies.

(a) CONSERVATION OF ENERGY

tm TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the
financial year. There is no foreign exchange expenses and foreign income during the financial
year.

16. Internal Control and System

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The scope and authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of
the Board.

17. Managerial Remuneration:

a. Remuneration to Directors and Key Managerial Personnel

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
under Annexure-2.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section
197 of the Companies Act, 2013.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided "Annexure-3" and forms part of this
Report which includes the state of affairs of the Company and there has been no change in the
nature of business of the Company during FY25.

19. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as 31^st March, 2025.

20. Disclosure on Establishment of a Vigil Mechanism:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework to facilitate responsible and secure reporting
of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code

of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy are
posted on the website of the Company and the web link to the same is
http:/ / www.amitinternational.in/

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further,
no complaints are reported by any employee pertaining to sexual harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

22. Code for prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires predearance for dealing in the Company's shares and prohibits the purchase or

sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code. All
Board Directors and the designated employee have confirmed compliance with the Code.

23. Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2024-25.

24. AUDITORS
Statutory Auditors:

Vinod & S. Mehta & Co., Chartered Accountant (FRN.: 111524W) were appointed as statutory
auditors of the company in the 29^th Annual General Meeting for the period of Five Years.
Currently.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of
the Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Therefore, it is not mandatory
for the Company to place the matter relating to appointment of statutory auditor for ratification
by members at every Annual General Meeting. Hence the Company has not included the
ratification of statutory auditors in the Notice of AGM.

The Report given by M/s Vinod & S. Mehta & Co.., Chartered Accountant (FRN.: 111524W) on
the financial statements of the Company for the Financial Year 2024-25 is a part of the Annual
Report.

During the Year under review, the Auditors have 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.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies
Act, 2013.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Mayur More
& Associates Company Secretaries (Membership No. F8276) in accordance with Provisions of
Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure -4 and forms part
of this Report.

25. Material Changes and Commitments

During the year under review the Company there is no changes and commitment that affect the
financial position of the Company.

26. Material Changes and Commitment after the end of financial year upto the date to
report

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

27. Compliance With Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Shareholders issued by The Institute of Company
Secretaries of India and approved by Central Government under section 118(10) of the
Companies Act, 2013.

28. Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
which are not in compliance with Chapter V of the Companies Act, 2013.

29. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact
of unfortunate events or to maximize the realization of opportunities. The Company has laid
down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the
Board from time to time. These procedures are reviewed to ensure that executive management
controls risk through means of a properly defined framework. The major risks have been
identified by the Company and its mitigation process/measures have been formulated in the
areas such as business, project execution, event, financial, human, environment and statutory
compliance.

30. Corporate Social Responsibility

Since the Net Worth of the company is below Five Hundred crores, Turnover of the company is
below One thousand crores, Net Profit of the company is below Five crores. The provision of
Section 135 of The Companies Act, 2013 are not applicable to the company and hence the
company is not required undertake any corporate Social Responsibility (CSR) initiatives.

31. Proceedings Pending Under the Insolvency and Bankruptcy Code,2016

No application has been made or any proceeding is pending under the IBC, 2016.

32. Difference In Valuation

The company has never made any one-time settlement against the loans obtained from Banks
and Financial Institution and hence this clause is not applicable.

33. Stock Exchange:

The Company's equity shares are listed at BSE Limited - AMITINT | 531300 | INE053D01015,

34. Details of Significant and Material Orders Passed by The Regulators, Con rts and
Tribunals

No significant arid material order has been passed by the Regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

35. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors
confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable Ind-AS had been followed along with proper explanation relating to material
departures;

b. The directors had selected such accounting policies and applied 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 as at 31st March, 2025.

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 had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and opera ling effectively.

f. The proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively.

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

36. Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the
Central and State Governments Departments, Shareholders and Stakeholders.

For & on behalf of the Board of Directors
AMIT INTERNATIONAL LIMITED

REGISTERED OFFICE

KIRTIJETHALAL DOSHI

A/403, Dalamal Chambers, New Marine Managing Director

Lines, Mumbai, Maharashtra, India, 400020 DIN: 01964171

Place: Mumbai
Date: