Your Directors' are pleased to present the 43^rd Annual
Report together with Audited Financial Statements of the
Company for the financial year ended March 31, 2026.

(' in Lakhs)

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.

AMOUNT TRANSFER TO RESERVES

The Board of Directors' of your Company has decided not
to transfer any amount to reserves for the financial year
ended March 31, 2026.

COMPANY'S PERFORMANCE AND OUTLOOK
STANDALONE:

Revenues from operations (net) stood at ' 1,36,512.03
lakhs (FY25-26) as compared to ' 1,48,899.70 lakhs (FY24-
25). Exports stood at ' 61,465.81 lakhs (FY25-26) as
compared to ' 64,014.94 lakhs (FY24-25).

The Profit Before Tax stood at ' 963.08 lakhs (FY25-26) as
compared to ' 1,936.71 lakhs (FY24-25) and Profit After
Tax stood at ' 655.83 lakhs (FY25-26) as compared to
' 1,164.17 Lakhs (FY24-25).

CONSOLIDATED:

Revenues from operations (net) stood at ' 1,36,512.03
lakhs (FY25-26) as compared to ' 1,48,899.70 lakhs (FY24-
25). Exports stood at ' 61,465.81 lakhs (FY25-26) as
compared to ' 64,014.94 lakhs (FY24-25).

The Profit Before Tax stood at ' 962.01 lakhs (FY25-26) as
compared to ' 1,936.25 lakhs (FY24-25) and Profit After
Tax stood at ' 654.76 lakhs (FY25-26) as compared to
' 1,163.71 lakhs (FY24-25).

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
' 1,20,00,00,000 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, 2026.

Issued, Subscribed and Paid-up equity share capital of
your Company stood at ' 58,61,40,910 comprising of
5,86,14,091 Equity Shares of face value of ' 10/- each as at
March 31, 2026.

During the financial year, your Company allotted 1,15,000
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 1,15,000 equity shares at the face value of Rs. 10/-
each under the AYM ESOP Scheme 2021. The said shares
are listed on BSE Limited and The National Stock Exchange
of India Limited.

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

Disclosure as required under Part-F of Schedule I of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, are available on the website of the
Company at www.aymsyntex.com/investors/shareholder-
information/esopdisclosure 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 writing to us at investorrelations@aymgroup.com.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) your Directors selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

c) your Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud
and other irregularities;

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

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

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

DIRECTORS/ KEY MANAGERIAL PERSONNEL

The Company's Board comprises of executive and non¬
executive directors with considerable experience and
expertise across wide range of fields such as finance,
accounts, business management, strategy, branding,
policy development, risk management, etc. 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 DirectorsDuring the year under review the following
changes took place in the Board of Directors:

Mr. James Robert McCallum (DIN: 11195781) has
been appointed as a Non-Executive Independent
Director of the Company for the first term of 5
consecutive years with effect from July 26, 2025.

b) Retirement by Rotation

Mr. Rajesh Mandawewala (DIN: 00007179), Non¬
Executive Director 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 with regards the details of
the Director proposed to be 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 AGM, forming part of the
Annual Report.

c) Resignation of Director

Mr. Kantilal Patel (DIN: 00019414) tendered his
resignation as a Non-Executive Independent
Director of the Company, effective closure of
business hours on October 6, 2025, due to personal
reasons and other professional commitments.
Consequently, he also ceased to be the Chairman of
the Audit Committee, Chairman of the Stakeholders
Relationship Committee, and a Member of the
Nomination & Remuneration Committee.

Your Directors, place on record deep appreciation for
the valuable services rendered by Mr. Kantilal Patel
during his 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.

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 KMP's for FY25-26:

• Mr. Abhishek Mandawewala, Managing
Director & CEO;

• Mrs. Khushboo Mandawewala, Whole Time
Director

• Mr. Abhishek Patwa, Chief Financial Officer;

• Mr. Kaushal Patvi, Company Secretary &
Compliance Officer

MEETINGS OF BOARD OF DIRECTORS

Five meetings of the Board of Directors were conducted
during the financial year 2025-26, 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 OF THE 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 financial year is given in the
Corporate Governance Report forming part of this Annual
Report.

SHAREHOLDING OF THE DIRECTORS

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the 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(1)(b)
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 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 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.

Your Company's Board is of the opinion that the
Independent Directors possess requisite qualifications,
experience and expertise in Industry knowledge,
Corporate Governance & Compliance, Innovation,
technology & digitisation, Financial literacy, Marketing,
General Management, Risk Management, Human
Resource Development, Strategic expertise 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
by the SEBI, MCA or any other such statutory authority.

NOMINATION & REMUNERATION POLICY

Your Company has in place a policy for remuneration to
the Directors, the Key Managerial Personnel and the
Senior Management Personnel, as well as a well-defined
criteria for the selection of candidates for appointment to
the said positions which has been approved by the Board.

The Nomination and Remuneration Policy broadly lays
down the guiding principles and the basis for payment of
remuneration to the executive and non-executive
Directors (by way of sittng fees and remuneration), the
Key Managerial Personnel and the Senior Management
Personnel.

The Remuneration Policy of your Company, as formulated
by the Nomination and Remuneration Committee of the
Board is available on your Company's website, link of
which is provided in the Report on Corporate Governance
forming part of this Annual Report.

The policy on remuneration of Directors, KMPs and Senior
Management is hosted on the website of the Company at
www.aymsyntex.com/policies-code-compliances/policies/
1591193062_Policies.pdf

BOARD PERFORMANCE EVALUATION

In terms of the provisions of the Act and the SEBI Listing
Regulations, the annual performance evaluation of the
Board, its Committees and individual Directors was carried
out during the year. In order to facilitate an objective and
independent evaluation process. The evaluation
framework, including the revised questionnaires and
evaluation criteria, was reviewed by the Nomination and
Remuneration Committee before being circulated to the
Directors for providing their ratings and feedback in a
confidential manner. Your Company has developed an in¬
house digital platform to facilitate confidential responses
to a structured questionnaire.

The evaluation process covered various aspects relating to
the functioning and effectiveness of the Board,
Committees and Directors, including Board composition
and competencies, strategic oversight, governance and
compliance, risk management, Board dynamics,
participation in discussions, quality of decision-making,
stakeholder engagement and effectiveness of processes
and procedures. The evaluation criteria were broadly
aligned with the applicable regulatory requirements and
governance best practices.

The Independent Directors, at their separate meeting,
reviewed the performance of the Non-Independent
Directors, the Chairman and the Board as a whole, taking

into account the views of the Executive and Non-Executive
Directors. Further, the Nomination and Remuneration
Committee reviewed the performance evaluation
outcome of the Board, Committees and individual
Directors. Thereafter, the Board reviewed and discussed
the evaluation outcome and noted the suggestions for
further strengthening the overall effectiveness of the
Board and its Committees.

Results

The outcome of the evaluation reflected that the Board
and its Committees continue to function effectively and
discharge their responsibilities with a strong emphasis on
corporate governance, strategic oversight, ethical
conduct, stakeholder engagement and risk management.

The evaluation process acknowledged the diverse
experience, domain expertise and constructive
participation of the Directors, which contributed
positively towards effective deliberations, balanced
decision-making and overall Board effectiveness.

The Board also demonstrated strong commitment
towards transparency, compliance and long-term value
creation for all stakeholders.

The evaluation further highlighted the effective leadership
and guidance provided by the Chairman in fostering an
environment of open dialogue, constructive discussions
and collaborative decision-making.

The evaluation process also provided valuable insights
for continuous improvement and strengthening of
governance practices.

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.aymsyntex.com/investors/corporate-governance/
policies-code-compliances.

CORPORATE SOCIAL RESPONSIBILITY

Our Corporate Social Responsibility ('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. 2025-26 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 website and web
link thereto is www.aymsyntex.com/poNces-code-
compMances/policies/poMcies-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, 2026 your Company has two
wholly owned subsidiary company namely AYM Textiles
Private Limited (AYM Textiles) and Innovative Yarns LLC.
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.

Innovative Yarns LLC was incorporated as a Wholly Owned
Subsidiary of the Company. A report on the performance
and financial position of Innovative Yarns LLC 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, 2026 are
given in the Notes to the Standalone Financial Statements
forming part of this Annual Report.

INTERNAL CONTROLS

Your Company has in place an adequate internal
financial controls ('IFC') and internal control system,
commensurate with the size, scale and complexity of its
operations. The internal control framework is designed to
ensure orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting
records and timely preparation of reliable financial
information. Your Company continues to strengthen its
internal control environment through periodic reviews,
process improvements, automation initiatives and
enhanced monitoring mechanisms, wherever considered
necessary.

The Internal Audit function is carried out by an
independent external audit firm comprising qualified
professionals, including domain specialists, accounting
and financial experts and information technology.

A risk-based annual internal audit plan, aligned with the
business processes, operational priorities and enterprise
risks of the Company, is approved by the Audit Committee
at the beginning of each financial year. The internal audit
framework focuses on evaluating the adequacy and
effectiveness of internal controls, governance processes,
risk management practices, compliance with applicable
laws and regulations, adherence to policies and
procedures and reliability of financial and operational
information.

For the year ended March 31, 2026, 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.

The Internal Auditors regularly present their audit findings
and updates to the Audit Committee.

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.ay msy ntex. com/i n vestors/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 IND AS-24.

VIGIL MECHANISM

Your Company has established a mechanism for directors
and employees to report instances and concerns about
unethical behaviour, actual or suspected fraud, or
violation of your Company's Code of Conduct. It also
provides adequate safeguards against the victimisation of
employees, who avail the mechanism and allows direct
access to the Chairman of the Audit Committee in
exceptional cases. During the year, no person was denied
access to the Chairman Audit Committee.

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,
secure and harassment free workplace for every
individual working in Company's premises through
policies, interventions and practices. Your Company has
adopted Prevention of Sexual Harassment of Employees at
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. 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.

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,
2026 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:

The Company continued to undertake various
energy conservation initiatives across its
manufacturing facilities with a focus on
improving operational efficiency, optimising
utility consumption and promoting sustainable
manufacturing practices. During the
financial year, the following measures were
implemented:

• Optimisation of manufacturing process
parameters to improve energy efficiency
and reduce specific energy consumption.

• Enhancement of steam generation and
utility system efficiency through process
optimisation, preventive maintenance
and equipment refurbishment.

• Optimisation of compressed air systems
through automation, pressure rationali¬
sation, condensate management and air
leakage reduction initiatives.

• Recovery and reuse of condensate from
utility systems, resulting in conservation
of both water and energy.

• Optimisation of chilled water, cooling
water and cooling tower operations to
improve utility efficiency and reduce
energy consumption.

• Installation and replacement of energy-
efficient pumps, fans, air handling units
and other utility equipment to enhance
overall operational performance.

• Rationalisation and integration of utility
infrastructure and process support
systems to achieve optimum energy
utilisation.

• Implementation of automation and
process control measures to minimise
energy consumption during idle and
standby operations.

• Continuous monitoring of energy
performance and implementation of
improvement initiatives through operati¬
onal reviews and periodic optimisation
programmes.

(ii) the steps taken by the Company for utilising

alternate sources of energy:

During the financial year, the Company

undertook the following initiatives:

• Increased the utilisation of biomass-
based fuel as an alternate source of
energy for steam generation, thereby
reducing dependence on conventional
fossil fuels.

• Expanded the Company's renewable
energy portfolio through the augmen¬
tation of its solar power generation
capacity to increase the share of clean
energy in its overall power consumption.

(iii) the capital investment on energy conservation

equipment: Rs. 438 Lakhs.

Palghar Plant:

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

The Company continued to implement
various energy conservation initiatives
across its manufacturing facilities with a
focus on im proving operational
efficiency, optimising resource utilisation
and promoting sustainable manufact¬
uring practices. During the financial
year, the following measures were
undertaken:

• Optimised the sludge drying
process to facilitate the beneficial
utilisation of process by-products
as an alternate fuel, thereby

reducing dependence on
conventional energy sources.

• Strengthened steam condensate
recovery and reuse systems to
improve boiler efficiency, conserve
water and reduce energy
consumption.

• Continued optimisation of the
electrical distribution system
through effective power factor
management to enhance energy
efficiency and minimise
transmission losses.

• Improved waste heat recovery
systems to maximise energy
utilisation across manufacturing
operations.

• Optimised the yarn drying process
by adopting more energy-efficient
tech n ol ogies a n d process
improvements.

• Enhanced the energy efficiency of
effluent treatment operations
through process optimisation,
automation and improved utility
management.

(ii) the steps taken by the Company for

utilizing alternate sources of energy:

• The Company continued to explore
opportunities to increase the use
of renewable sources of energy as
part of its long-term sustainability
strategy. During the financial year,
the Company initiated the
evaluation of procuring renewable
power through the Open Access
mechanism and undertook the
prelim inary assessm ent of
available options. The proposal is
under evaluation and is expected
to support the Company's
transition towards cleaner energy
sources, subject to commercial
and regulatory considerations.

(iii) the capital investment on energy
conservation equipment: Rs. 29.5
Lakhs.

3. Technology absorption:

Details of plant-wise Technology absorption are as

under:

Silvassa Plant:

(i) The efforts made towards technology
absorption:

The Company continued to adopt modern
technologies and energy-efficient solutions to
enhance operational efficiency, optimise
resource utilisation and improve the reliability
of its manufacturing processes. During the
financial year, the following initiatives were
undertaken:

• Installed advanced boiler feed water
treatment systems to improve boiler
performance, enhance equipment
reliability and reduce fuel consumption.

• Commissioned energy-efficient
compressed air systems to optimise
power consumption and improve
operational efficiency.

• Upgraded cooling tower systems through
the installation of energy-efficient
e q u i p m e n t to e n h a n c e u ti l i ty
performance and reduce energy
consumption.

• Replaced conventional utility pumps with
high-efficiency pumps to improve system
reliability and optimise energy utilisation.

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

The technology upgradation and process
optimisation initiatives undertaken during the
financial year resulted in the following
benefits:

• Reduction in energy consumption,
leading to operational cost savings.

• Improvement in product quality and
process consistency.

• Enhancement in machine reliability,
operational efficiency and productivity.

• Optimisation of utility consumption and
manufacturing processes, contributing to
improved overall operational
performance.

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

Palghar Plant:

(i) The efforts made towards technology
absorption:

The Company continued to invest in
technology upgradation and process
automation to enhance manufacturing
efficiency, improve product quality and
strengthen operational capabilities.
During the financial year, the following
initiatives were undertaken:

• Implemented an automated
weighing system in to improve
process accuracy, consistency and
operational efficiency.

• Commissioned winding technology
to enhance production capability
and improve product quality for
specialised yarn applications.

• Installed automated online
monitoring systems to improve
pro c es s co n tro l , pro d u ct
uniformity and manufacturing
consistency.

• Introduced automated high-speed
yarn drying technology to optimise
production efficiency, reduce
processing time and improve
operational reliability.

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

The technology upgradation and process
i m p r o v e m e n t i n i ti a ti v e s
undertaken during the financial
year resulted in the following

benefits:

• Reduction in energy
consumption, leading to
i m proved opera ti on al
e ffi c i e n c y a n d c o s t
optimisation.

• Enhancement in product
quality, consistency and
process reliability.

• Improvement in machine
performance, operational
efficiency and overall
productivity.

• Optimisation of packaging
processes, resulting in a
reduction in packaging
material consumption and
associated costs.

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

c. Research and Development expenditures:

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.

STATUTORY AUDITOR

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) was appointed as the Statutory
Auditor 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 Auditor is 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 Auditor and
the effectiveness of the Audit process. The Statutory
Auditor is not disqualified from continuing as Auditor of
your Company.

The Statutory Auditor 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, 2026 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.

INTERNAL AUDITOR

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 Auditor of your Company for the financial year
2026-27.

COST AUDITOR

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 Auditor of your Company for
auditing cost records for the financial year 2025-26.

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 2026-27.
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 2026-27, 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 2026-27, forms part of the Notice of this AGM.

SECRETARIAL AUDITOR

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, Membership No. A33684), a
peer reviewed Company Secretary in Practice, to
undertake the Secretarial Audit of the Company for FY
2025-26. The Secretarial Audit Report, annexed as
Annexure D, does not contain any qualification,
observation, reservation or adverse remark.

Further, pursuant to the amended provisions of Regulation
24A of 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
AG M i.e. from FY 2025-26 upto FY 2029-30.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year 2025-26, your Company has complied with
the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India ('ICS I').

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 Auditor, Internal Auditors, Cost Auditor and
Secretarial Auditor 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) of the
Companies Act, 2013.

PARTICULARS OF EMPLOYEES

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

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

RISK MANAGEMENT

Your Company continues to maintain a Enterprise Risk
Management ("ERM") framework commensurate with
the size, scale and complexity of its operations and the
dynamic business environment in which it operates
globally. With the continued expansion of business
operations across geographies and evolving regulatory
and market conditions, your Company is exposed to
various strategic, operational, financial, legal, regulatory,
technology, cyber security, data privacy and people
related risks. Your Company recognises that effective risk
management is integral to sustainable growth,
operational resilience and long-term value creation and
therefore has in place a structured Risk Management
framework to proactively identify, assess, monitor and
mitigate risks across the organisation.

The ERM framework provides for systematic identifi¬
cation, evaluation and prioritisation of risks by business
functions and operating locations, assessment of
likelihood and potential impact on business objectives and
implementation of mitigation plans and internal controls.
Risks are categorised based on their severity and criticality
and are periodically reviewed in light of changes in the
business environment, emerging risks, regulatory
developments and strategic priorities.

The identified risks, mitigation measures and action plans
are periodically reviewed by the Board of Directors. The
Board reviews the adequacy and effectiveness of the risk
management framework, key enterprise risks, mitigation
strategies and emerging risk areas and provides
appropriate guidance and recommendations to further

strengthen the overall risk governance framework of your
Company.

For the key business risks identified by your Company,
please refer paragraph on Enterprise Risk Management in
Management Discussion and Analysis forms an integral
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.aymsyntex.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
Auditor 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 of this Annual Report and 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 of this 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.

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.

ACKNOWLEDGMENTS

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, government authorities and other
stakeholders for their continued support to the Company.

For and on behalf of the Board of DirectorsRajesh Mandawewala

Chairman
DIN:00007179

Place: Mumbai
Date: May 19, 2026