AYM Syntex Limited — Proxy Solicitation & Information Statement 2023

Feb 13, 2023

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Date: February 13, 2023

To, BSE Limited National Stock Exchange of India Limited Department of Corporate Services, Exchange Plaza, Bandra-Kurla Complex, Bandra P. J. Towers, Dalal Street, Mumbai – 400 001 (E),Mumbai – 400 051 Scrip Code: 508933 Symbol: AYMSYNTEX

Dear Sir,

Subject : Notice of Postal Ballot

In compliance with the Regulation 30 and other applicable provisions of the SEBI Listing Regulations, Please find enclosed copy of the “Notice of Postal Ballot” dated February 4, 2023, along with the Statement pursuant to Section 102 of the Companies Act, 2013, read with the SEBI Listing Regulations, (‘ Postal Ballot Notice ’), seeking approval of the Members of the Company by way of Special resolution(s) through remote e-voting process in relation to the below mentioned agenda item listed in the Postal Ballot Notice:

1. Approval of remuneration payable to Mr. Abhishek Rajesh Mandawewala, Managing Director & CEO of the Company

2. Approval of remuneration payable to Mrs. Khushboo Abhishek Mandawewala, Whole Time Director of the Company

Members are informed that, In compliance with the provisions of the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs, Government of India, Company have sent the electronic copies of the Postal Ballot Notice along with relevant Explanatory Statement on Monday, February 13, 2023 through electronic mode to those Members who have registered their email addresses with the Company or Depository Participant(s) on their registered e-mail addresses as on the cut-off i.e., Friday, February 10, 2023. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

Important Dates:

Sr. No	Particulars	Schedule
1	Cut - off date for identification of votingrights of the members	Friday, February 10, 2023
2	Date of Completion of dispatch ofpostal ballot notice	Monday, February 13, 2023
3	Date and time of commencement of remote e-voting	Thursday, February 16, 2023, 09:00 AM(IST)
4	Date and time of end of remote e-voting	Friday, March 17, 2023, 05:00 PM(IST)
5	Remote e-votingshall not be allowed beyond	Friday, March 17, 2023, 05:00 PM(IST)
6	Results of the Postal Ballot	on or before Monday, March 20, 2023(IST)

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PLEASE NOTE THAT

• a) In accordance with the provisions of Section 108 of the Act read with the Rules, the General Circulars and Regulation 44 of the SEBI LODR Regulations, the Company is providing facility to its members to exercise their votes electronically in respect of items enlisted in the Postal Ballot Notice through the remote e-voting facility provided by NSDL.

• b) Members can vote only through remote e-voting facility provided by NSDL as no physical ballot form is being dispatched or will be accepted by the Company.

• c) Mr. Hitesh Gupta, (CP No.: 12722) Company Secretary in Practice has been appointed as Scrutinizer for conducting remote e-voting process in accordance with the law and in a fair and transparent manner.

• d) The detailed procedure for e-voting is given in the Postal Ballot Notice;

• e) The results of the Postal Ballot will be announced on or before Monday, March 20, 2023 and shall be placed on the website of the Company and on the website of NSDL and shall also be communicated to Stock Exchanges, where shares of the Company are listed.

• The said notice is also available on the website of the Company at https://www.aymsyntex.com/share holder/notice/notice-2103825584-postal-ballot-notice---feb-2023.pdf and the website of National Securities Depository Limited (NSDL) i.e., www.evoting.nsdl.com.

You are requested to kindly take the same on your records.

Thanking you,

AYM Syntex Limited

Digitally signed ASHITOS by ASHITOSH SHETH H SHETH Date: 2023.02.13 15:33:50 +05'30' Ashitosh Sheth Company Secretary ACS 25997

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AYM Syntex Limited

AYM Syntex Limited

Regd. Office: Survey No.374/1/1, Village Saily, Silvassa - 396230, U.T of Dadra & Nagar Haveli (India) Phone: +91 260 2640596, Fax: +91 260 2640597

CIN: L99999DN1983PLC000045

NOTICE OF POSTAL BALLOT

[Pursuant to Sec�on 110 of the Companies Act, 2013 read with the Companies (Management and Administra�on) Rules, 2014 each as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from �me to �me.]

REMOTE E-VOTING STARTS ON Thursday, February 16, 2023 at 09:00 Hours (IST)

REMOTE E-VOTING ENDS ON Friday, March 17, 2023 at 17:00 Hours (IST)

Dear Member(s),

NOTICE is hereby given, pursuant to Sec�on 110 read with Sec�on 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modifica�on or re-enactment thereof for the �me being in force), read with Rule 20 and 22 of the Companies (Management and Administra�on) Rules, 2014, (‘Rules’), Regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (‘SEBI Lis�ng Regula�ons’) and the Secretarial Standard on General Mee�ngs issued by The Ins�tute of Company Secretaries of India (‘SS-2’), each as amended from �me to �me, to transact the special business as set out hereunder by passing Special Resolu�ons, as applicable, by way of postal ballot / electronic vo�ng.

Pursuant to Sec�on 102 and Sec�on 110 and other applicable provisions of the Act, the statement pertaining to the said Resolu�ons se�ng out the material facts and the reasons/ ra�onale thereof are annexed to this Postal Ballot No�ce (‘No�ce’) for your considera�on and forms part of this No�ce.

Ministry of Corporate Affairs, Government of India (the “MCA”) in terms of the General Circular No.14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020; General Circular No. 22/2020 dated June 15, 2020; General Circular No. 33/2020 dated September 28, 2020; General Circular No. 39/2020 dated December 31, 2020; General Circular No 10/2021 dated June 23, 2021; General Circular No. 20/2021 dated December 8, 2021; General Circular No. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 (the “MCA Circulars”), in view of the current extraordinary circumstances due to COVID 19 pandemic requiring social distancing, has advised the companies to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e vo�ng in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, without holding a general mee�ng. The MCA has further clarified that for companies

that are required to provide e vo�ng facility under the Act, while they are transac�ng any business(es) only by postal ballot upto September 30, 2023, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable muta�s mutandis. Further, the company will send Postal Ballot No�ce by email to all its Members who have registered their email addresses with the Company/RTA or Depository/Depository Par�cipants and the communica�on of assent/dissent of the members will only take place through the remote e vo�ng system. This Postal Ballot is accordingly being ini�ated in accordance with the MCA Circulars.

Hence, in accordance with the MCA Circulars, physical copies of Postal Ballot No�ce along with Postal Ballot Forms and pre paid business reply envelope are not being sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e vo�ng system only. The details of the procedure to cast the vote forms part of the ‘Notes’ to this No�ce.

Company is pleased to offer a remote e-vo�ng facility to all its members to cast their votes electronically. The Company has engaged the services of Na�onal Securi�es Depository Limited (NSDL) to provide e-vo�ng facili�es to the Members of the Company. The e-vo�ng facility is available at the link www.evo�ng.nsdl.com. Members are requested to read the instruc�ons in the Notes under the sec�on “Procedure and instruc�on rela�ng to e-vo�ng” in this postal ballot no�ce (“Postal Ballot No�ce”) to cast their vote electronically. Members are requested to cast their vote through the e- vo�ng process not later than 17:00 Hours IST on Friday, March 17, 2023, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member.

The Board of Directors of the Company has appointed Mr. Hitesh Gupta (CP No. 12722), Company Secretary in Prac�ce, as Scru�nizer for conduc�ng the vo�ng process through Postal Ballot / e-vo�ng in accordance with the law and in a fair and transparent manner.

AYM Syntex Limited

The Scru�nizer will submit his report to the Chairman of the Company or any other person duly authorized by him, a�er comple�on of scru�ny of the postal ballots (including e- vo�ng). The results shall be declared on or before Monday, March 20, 2023, and communicated to the Stock Exchanges, Depositories and RTA. The results will also be displayed on the Company’s website www.aymsyntex.com

A P P R O VA L O F R E M U N E R AT I O N PAYA B L E TO MR. ABHISHEK RAJESH MANDAWEWALA, MANAGING DIRECTOR & CEO

1. To consider, and if thought fit, to pass the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to provision of subregula�on (6)(e) of Regula�on 17 of the Securi�es Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”), as amended from �me to �me and in con�nua�on of approval granted by the Members of the Company at their 38th Annual General Mee�ng, to the appointment of and remunera�on payable to Mr. Abhishek Rajesh Mandawewala (DIN: 00737785), Managing Director and CEO of the Company, being part of the Promoter Group of the Company, Consent of the Members of the Company be and is hereby accorded to the remunera�on payable to Mr. Abhishek Rajesh Mandawewala even if the annual remunera�on payable to Mr. Abhishek Rajesh Mandawewala exceeds Rs. 5,00,00,000/- (Rupees Five Crores only) or 2.5% (Two and a Half Percen�le) of the net profits of the Company in any financial year, whichever is higher or even when the aggregate annual remunera�on payable to Mr. Abhishek Rajesh Mandawewala along with remunera�on payable to other execu�ve directors of the Company exceeds 5% (Five Percen�le) of the net profits of the Company, provided that his remunera�on shall not exceed remunera�on approved by the Members of the Company at their 38th Annual General Mee�ng or such higher remunera�on as may be increased by the Board of Directors pursuant to authority delegated by the member while approving appointment of, and remunera�on to, Mr. Abhishek Rajesh Mandawewala at the 38th Annual General Mee�ng or any further approval as may be granted by the Members hereina�er.

RESOLVED FURTHER THAT the approval accorded pursuant to resolu�on given above shall be valid �ll comple�on of present tenure of appointment of Mr. Abhishek Rajesh Mandawewala expiring on 31st July 2024.”

APPROVAL OF REMUNERATION PAYABLE TO MRS. KHUSHBOO MANDAWEWALA, WHOLE TIME DIRECTOR

1. To consider, and if thought fit, to pass the following resolu�on as a Special Resolu�on:

2. “RESOLVED THAT pursuant to provision of subregula�on (6)(e) of Regula�on 17 of the Securi�es Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”), as amended from �me to �me and in con�nua�on of approval granted by the Members of the Company at their 39th Annual General Mee�ng, to the appointment of and remunera�on payable to Mrs. Khushboo Abhishek Mandawewala (DIN: 06942156), Whole Time Director of the Company, being part of the Promoter Group of the Company, Consent of the Members of the Company be and is hereby accorded to the remunera�on payable to Mrs. Khushboo Abhishek Mandawewala even if the annual remunera�on payable to Mrs. Khushboo Abhishek Mandawewala exceeds Rs. 5,00,00,000/- (Rupees Five Crores only) or 2.5% (Two and a Half Percen�le) of the net profits of the Company in any financial year, whichever is higher or even when the aggregate annual remunera�on to Mrs. Khushboo Abhishek Mandawewala along with remunera�on payable to other execu�ve directors of the Company exceeds 5% (Five Percen�le) of the net profits of the Company, provided that her remunera�on shall not exceed remunera�on approved by the Members of the Company at their 39th Annual General Mee�ng or such higher remunera�on as may be increased by the Board of Directors pursuant to authority delegated by the Members while approving appointment of, and remunera�on to, Mrs. Khushboo Abhishek Mandawewala at the 39th Annual General Mee�ng or any further approval as may be granted by the Members hereina�er.

RESOLVED FURTHER THAT the approval accorded pursuant to resolu�on given above shall be valid �ll comple�on of present tenure of appointment of Mrs. Khushboo Abhishek Mandawewala expiring on July 28, 2027, or any further approval as may be granted by the Members hereina�er.”

By order of the Board M/s AYM Syntex Limited Sd/Date: February 4, 2023 Ashitosh Sheth Place: Mumbai Company Secretary Membership No.: A25997

Registered Office of the Company:

Survey no.374/1/1, Village Saily, Silvassa - 396230, U.T of Dadra & Nagar Haveli (India) CIN: L99999DN1983PLC000045

Phone: +91 260 2640596, Fax: +91 260 2640597, Website: www.aymsyntex.com

AYM Syntex Limited

Notes:

1. The relevant Explanatory Statement, pursuant to the provisions of Sec�on 102 of the Companies Act, 2013 (“Act”) read with Rule 20 & 22 of the Companies (Management and Administra�on) Rules, 2014 (‘‘Rules’’), each as amended from �me to �me, se�ng out the material facts rela�ng to the proposed resolu�on and the reasons thereof, is annexed hereto and forms part of this Postal Ballot No�ce (“No�ce”).

2. Due to the threat posed by COVID-19 and in terms of the guidelines provided vide the Circulars issued by the Ministry of Corporate Affairs from �me to �me, the Company is sending this No�ce in electronic form only and expresses its inability to dispatch the physical copy of the No�ce along with Postal Ballot Form and pre-paid business reply envelope to the Members. Accordingly, the communica�on of the assent or dissent of the Members would take place through the process of remote e-vo�ng only.

3. The Postal Ballot No�ce is being sent electronically only to the shareholders of the Company whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/RTA as on Friday, February 10, 2023 (“Cut-off Date”). The vo�ng rights of Members shall be in propor�on to their shares of the paid-up equity share capital of the Company as on the

4. This No�ce containing instruc�ons regarding remote e- vo�ng is being sent electronically to all those Members, whose e-mail addresses are registered with the Company and/or M/s Link In�me India Private Limited, Company’s Registrar and Share Transfer Agent (“Link In�me”) and / /or Depositories/Depository Par�cipants (in case of electronic shareholding) or who will register their e-mail address with ‘Link In�me’, on or before 17.00 p.m. (IST) on Friday, February 10, 2023 (“Cut-off Date”).

5. Only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-off Date shall be eligible for cas�ng their votes through remote e-vo�ng. A person who is not a Member on the Cut-off Date should treat this No�ce for informa�on purposes only. The vote in this Postal Ballot cannot be exercised through proxy.

6. It is however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this No�ce due to non-registra�on of their e-mail IDs with the Company and/or Share Transfer Agent and/or Depositories) shall be en�tled to vote in rela�on to the resolu�ons specified in this No�ce in accordance with the process specified hereina�er in this No�ce.

7. Members may please note that the Postal Ballot No�ce will also be available on the Company’s website i.e., www.aymsyntex.com and on the website of Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange

of India Limited i.e., www.bseindia.com and www.nseindia.com , respec�vely, and on the website of NSDL at www.evo�ng.nsdl.com.

1. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Par�cipant(s) and in respect of shares held in physical form by sending an email to Link In�me at rnt.helpdesk@linkin�me.co.in.

2. In compliance with the provisions of Sec�on 108 and Sec�on 110 of the Act read with Rules 20 and 22 of the Rules, Regula�on 44 of the Lis�ng Regula�ons, SS-2 and MCA Circulars, the Company is pleased to provide e- vo�ng facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of Na�onal Securi�es Depository Limited (“NSDL”) to provide e-vo�ng facility to its Members. The detailed procedure with respect to e-vo�ng is men�oned in this no�ce under the head “Procedure and Instruc�on for Remote E-Vo�ng”.

3. The Board of Directors of the Company in their mee�ng held on Saturday, February 4, 2023, have appointed Mr. Hitesh J Gupta (CP No. 12722), Company Secretary in Prac�ce as the Scru�nizer to scru�nize the postal ballot process in fair and transparent manner. The Scru�nizer will submit its report to the Chairman of the company, or any other person authorised by the Chairman, a�er scru�ny of the votes cast, on the result of the Postal Ballot on or before on Monday, March 20, 2023. The Scru�nizer’s decision on the validity of votes cast will be

4. The Results declared along with the Scru�nizer’s Report shall be placed on the Company’s website i.e., www.aymsyntex.com and on the website of Stock Exchanges, BSE Limited and Na�onal Stock Exchange of India Limited, i.e., www.bseindia.com a nd www.nseindia.com, respec�vely, immediately a�er the result is declared by the Chairman of the Company or any other person authorized by the Chairman.

5. The Resolu�on, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for e-vo�ng i.e., Friday, March 17, 2023.

6. All the documents referred to in this Postal Ballot No�ce will be available for inspec�on electronically un�l the last date of e-vo�ng. Members seeking to inspect such documents can send an email to

7. complianceofcer@aymgroup.com.

8. For any queries/grievances, in rela�on to vo�ng through electronic means, members may contact NSDL at h�ps://eservices.nsdl.com , Registrar and Transfer Agent (RTA) i.e., Link In�me India Private Limited at rnt.helpdesk@linkinme.co.in , the Scru�nizer at cshitesh.gupta@gmail.com or the Company at complianceofcer@aymgroup.com.

AYM Syntex Limited

PROCEDURE AND INSTRUCTION FOR REMOTE E-VOTING

1. The remote e-vo�ng period will commence at 09:00 Hours (IST) on Thursday, February 16, 2023, and will end at 17:00 Hours (IST) on Friday, March 17, 2023. remote e- vo�ng module shall be disabled by NSDL for vo�ng therea�er. Members may cast their votes on electronic vo�ng system from any place (remote e-vo�ng) by following the below men�oned procedure:

2. How do I vote electronically using NSDL e-Vo�ng system?

• The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

Step 1: Access to NSDL e-Vo�ng system

• A) Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Login method for Individual shareholders holding securi�es in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securi�es in demat mode with NSDL.	1. 2. 3. 4.	Exis�ngIDeASuser can visit the e-Services website of NSDL Vi h�ps://eservices.nsdl.com either on a Personal Computer or on a mobile. O the e-Services home page click on the “Benefcial Owner”icon under“Logi which is available under‘IDeAS’sec�on , this will prompt you to enter yo exis�ng User ID and Password. A�er successful authen�ca�on, you will able to see e-Vo�ng services under Value added services. Click on“Access e-Vo�ng”under e-Vo�ng services and you will be able to see e-Vo�ng pag Click on company name ore-Vo�ng service provider i.e. NSDLand you will re-directed to e-Vo�ng website of NSDL for cas�ng your vote during t remote e-Vo�ng period. If you are not registered for IDeAS e-Services, op�on to register is available h�ps://eservices.nsdl.com. Select“Register Online for IDeAS Portal” click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Vo�ng website of NSDL. Open web browser by typing the followi URL: either on a Personal Computer or on h�ps://www.evo�ng.nsdl.com/ mobile. Once the home page of e-Vo�ng system is launched, click on the ic “Login” which is available under ‘Shareholder/Member’ sec�on. A ne screen will open. You will have to enter your User ID (i.e. your sixteen di demat account number hold with NSDL), Password/OTP and a Verifca� Code as shown on the screen. A�er successful authen�ca�on, you will redirected to NSDL Depository site wherein you can see e-Vo�ng page. Cli on company name ore-Vo�ng service provider i.e. NSDLand you will redirected to e-Vo�ng website of NSDL for cas�ng your vote during t remote e-Vo�ng period. Shareholders/Members can also download NSDL Mobile App “NSDL Speed facility by scanning the QR code men�oned below for seamless vo� experience.

1. Exis�ng IDeAS user can visit the e-Services website of NSDL Viz. h�ps://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ sec�on , this will prompt you to enter your exis�ng User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services under Value added services. Click on “Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be re-directed to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period.

2. If you are not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifica�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period.

4. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code men�oned below for seamless vo�ng experience.

AYM Syntex Limited

• Type of shareholders Login Method Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their holding securi�es in demat exis�ng user id and password. Op�on will be made available to reach e-Vo�ng mode with CDSL. page without any further authen�ca�on. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your exis�ng my easi username & password.

• A�er successful login the Easi / Easiest user will be able to see the e-Vo�ng op�on for eligible companies where the evo�ng is in progress as per the informa�on provided by company. On clicking the evo�ng op�on, the user will be able to see e-Vo�ng page of the e-Vo�ng service provider for cas�ng your vote during the remote e-Vo�ng period. Addi�onally, there is also links provided to access the system of all e-Vo�ng Service Providers, so that the user can visit the e-Vo�ng service providers' website directly.

• If the user is not registered for Easi/Easiest, op�on to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registra�on op�on.

• Alterna�vely, the user can directly access e-Vo�ng page by providing Demat Account Number and PAN No. from a e-Vo�ng link available on www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. A�er successful authen�ca�on, user will be able to see the e-Vo�ng op�on where the evo�ng is in progress and also able to directly access the system of all e-Vo�ng Service Providers.

Individual Shareholders You can also login using the login creden�als of your demat account through your

(holding securi�es in Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. upon demat mode) login logging in, you will be able to see e-Vo�ng op�on. Click on e-Vo�ng op�on, you through their depository will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, par�cipants wherein you can see e-Vo�ng feature. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period.

Important Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securi�es in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at or helpdesk.evo�ng@cdslindia.com contact at 022- 23058738 or 022-23058542-43

• B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

4. Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

AYM Syntex Limited

1. Your User ID details are given below :

4. Your User ID details are given below :	4. Your User ID details are given below :
Your User ID details are given below :
Manner of holding	Your User ID is:
shares i.e. Demat
(NSDL or CDSL) or Physical
a) For Members who	8 Character DP ID followed by 8
hold shares in demat account with NSDL.	Digit Client ID For example if your DP ID is IN300 and Client ID is 12*** then your user ID is
	IN30012***.
b) For Members who	16 Digit Benefciary ID For
hold shares in demat	example if your Benefciary ID is
account with CDSL.	12** then your user ID is 12***
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio
	number is 001*** and EVEN is
	101456 then user ID is
	101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.

3. b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.

4. c) How to retrieve your ‘ini�al password’? (i) If your email ID is registered in your demat account or with the company, your ‘ini�al password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘ini�al password’. (ii) If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com .

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com .

8. c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e- Vo�ng system of NSDL.

10. A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

11. Now, you will have to click on “Login” bu�on.

12. A�er you click on the “Login” bu�on, Home page of e- Vo�ng will open.

Step 2: Cast your vote electronically on NSDL e-Vo�ng system.

How to cast your vote electronically on NSDL e-Vo�ng system?

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens.

4. Cast your vote by selec�ng appropriate op�ons i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirma�on, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

7. Once you confirm your vote on the resolu�on, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to v o t e , t o t h e S c r u �n i z e r b y e - m a i l t o cshiteshofce@gmail.com with a copy marked to evo�ng@nsdl.co.in . Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on “Upload Board Resolu�on / Authority Le�er” displayed under “e-Vo�ng” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, you will need to go

AYM Syntex Limited

• through the “Forgot User Details/Password?” or “Physical User Reset Password?” op�on available on www.evo�ng.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Anubhav Saxena at evo�ng@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self-a�ested scanned copy of PAN card), AADHAR (self-a�ested scanned copy of Aadhar Card) by email to complianceofcer@aymgroup.com .

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to complianceofcer@aymgroup.com . If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Vo�ng for

3. Individual shareholders holding securi�es in demat mode.

4. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.co.in for procuring user id and password for e-vo�ng by providing above men�oned documents.

5. In terms of SEBI circular dated December 9, 2020 on e- Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

By order of the Board M/s AYM Syntex Limited Sd/- Date: February 4, 2023 Ashitosh Sheth Place: Mumbai Company Secretary Membership No.: A25997

Registered Office of the Company:

Survey no.374/1/1, Village Saily, Silvassa - 396230, U.T of Dadra & Nagar Haveli (India) CIN: L99999DN1983PLC000045 Phone: +91 260 2640596, Fax: +91 260 2640597, Website: www.aymsyntex.com

AYM Syntex Limited

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NOS. 1 and 2 – Approval of remunera�on payable to Mr. Abhishek Rajesh Mandawewala, Managing Director & CEO and Mrs. Khushboo Abhishek Mandawewala, Whole Time Director

The Members of the Company, at their 38th Annual General Mee�ng, had approved the re-appointment of and remunera�on payable to Mr. Abhishek Rajesh Mandawewala (DIN: 00737785) as the Managing Director and CEO of the Company, for the period of 3 (Three) years commencing from August 1, 2021 �ll July 31, 2024.

Similarly, The Members of the Company, at their 39th Annual General Mee�ng, had approved the appointment of and remunera�on payable to Mrs. Khushboo Abhishek Mandawewala (DIN: 06942156) as a Whole Time Director of the Company, for a period of 5 (Five) years commencing from July 29, 2022, �ll July 28, 2027.

As per the provisions of sub-regula�on (6)(e) of Regula�on 17 of the Securi�es Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) require that the fees or compensa�on payable to execu�ve directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolu�on in general mee�ng, if-

• (i) the annual remunera�on payable to such execu�ve director exceeds Rs. 5,00,00,000/- (Rupees Five Crores only) or 2.5% (Two and a Half Percen�le) of the net profits of the listed en�ty, whichever is higher; or

• (ii) where there is more than one such director, the aggregate annual remunera�on to such directors exceeds 5% (Five Percen�le) of the net profits of the listed en�ty

Provided that the approval of the shareholders under this provision shall be valid only �ll the expiry of the term of such director.

Accordingly, the special resolu�ons as given at item nos. 1 and 2 regarding remunera�on payable to Mr. Abhishek Rajesh Mandawewala, Managing Director and CEO and Mrs.

Khushboo Abhishek Mandawewala, Whole Time Director even when remunera�on payable in any financial year exceeds the limits provided under sub regula�on (6)(e) of Regula�on 17 of the Lis�ng Regula�ons. Such remunera�on shall not exceed remunera�on already approved by the members and shall remain valid �ll expiry of their tenure as referred to above.

In terms of Regula�on 17 of the SEBI (LODR) Regula�ons, 2015, the Board recommends the Members of the Company for passing the resolu�on specified as item number 1 & 2 to this no�ce as a Special Resolu�on.

Except Mr. Rajesh Ramesh Mandawewala, Chairman of the Company and a part of the Promoter Group of the Company and rela�ve of Mr. Abhishek Mandawewala & Mrs. Khushboo Mandawewala, Mr. Abhishek Mandawewala, Managing Director and CEO of the Company and a part of the Promoter Group of the Company, Mrs. Khushboo Abhishek Mandawewala, Whole Time Director and a part of the Promoter Group of the Company, none of the key managerial personnel or directors of the Company or their rela�ves may be deemed to be concerned or interested, financially or otherwise, in the resolu�on as set out under item nos. 1 & 2.

The Board recommends Special Resolu�on men�oned in item no 1 &2 of the No�ce for approval of the Members of the Company.

By order of the Board M/s AYM Syntex Limited Sd/- Date: February 04, 2023 Ashitosh Sheth Place: Mumbai Company Secretary Membership No.: A25997

Registered Office of the Company:

Survey no.374/1/1, Village Saily, Silvassa - 396230, U.T of Dadra & Nagar Haveli (India) CIN: L99999DN1983PLC000045 Phone: +91 260 2640596, Fax:+ 91 260 2640597, Website: www.aymsyntex.com